OpenAI is considering a major change to the way it is governed and financed. According to Reuters, the company behind ChatGPT is working on a plan to restructure its core business as a for-profit benefit corporation, moving it away from control by its nonprofit board.
The proposal would not erase OpenAI’s nonprofit arm, but it would change its role. Under the plan described in the source reporting, the nonprofit would continue to exist while holding only a minority stake in the new for-profit entity.
What the restructuring would change
The central shift is governance. OpenAI began as a nonprofit research organization in 2015, then added OpenAI LP in 2019 to help fund research and development. Even after that for-profit subsidiary was created, the nonprofit board retained full control over the for-profit arm.
That structure was meant to keep the company focused on developing safe and beneficial artificial general intelligence, or AGI. The new plan would move OpenAI’s core business into a different framework: a for-profit benefit corporation.
A benefit corporation can pursue financial returns while also aiming at social or environmental goals. In OpenAI’s case, that structure would be presented as a way to balance shareholder interests with a broader mission to benefit society.
The change would also bring OpenAI closer to a structure used by some competitors. The source article names Anthropic and Elon Musk’s xAI as examples of companies using the benefit corporation approach.
Why Sam Altman’s equity matters
One of the most notable parts of the plan is that CEO Sam Altman would receive equity in the for-profit company for the first time. Bloomberg reports that OpenAI is discussing a 7 percent stake for Altman, though the details are still being negotiated.
That would mark a clear departure from Altman’s earlier position of not taking equity in OpenAI. He had previously maintained that this aligned with the company’s stated mission to benefit humanity rather than individuals.
The issue is not only compensation. Equity would more closely connect Altman’s personal financial outcome to the value of the company. In a company already navigating tension between research goals and commercial growth, that makes the governance change more significant.
The source article also says OpenAI is exploring a new funding round that could value the company at $150 billion, based on sources familiar with the matter who spoke with Reuters. If that valuation is pursued, the stakes around ownership, control, and investor returns become even larger.
Investors would get a clearer upside
The proposed restructuring also aims to remove the cap on returns for investors. That change could make OpenAI more attractive to venture capitalists and other financial backers.
Microsoft is a major part of this picture. The source article says Microsoft has invested billions in OpenAI and could benefit if OpenAI’s value continues to rise and investor returns are no longer capped.
For OpenAI, the practical appeal is straightforward. A structure with fewer limits on investor upside may make it easier to attract large sums of capital. That could support the company’s push to expand the infrastructure needed for AI models.
But the same shift raises the central question around the proposal: whether OpenAI can preserve its original mission while giving investors a more conventional path to financial returns.
The mission question has been building
OpenAI’s charter refers to sharing the benefits of advanced AI with “all of humanity,” and the proposed change is drawing scrutiny because it appears to move power away from the nonprofit structure built around that idea.
Criticism of OpenAI’s commercial direction is not new. Musk, an original co-founder of OpenAI, sued the company and Altman in March, claiming that OpenAI’s alliance with Microsoft broke an agreement to make a major breakthrough in AI “freely available to the public.” He withdrew the suit in June, then revived it in August with similar complaints about the company abandoning its commitment to truly open source releases of AI technology.
The source article also names Helen Toner, a former OpenAI board member, among those who have claimed the restructuring could complicate OpenAI’s commitment to its original mission.
The company has already gone through a public governance crisis. In November 2023, following internal dissent over OpenAI’s increasingly commercial direction and how it handled product releases, Altman was ousted and then quickly reinstated as CEO after strong support from employees and investors.
Leadership changes add to the uncertainty
The restructuring discussions are happening alongside leadership upheaval. On Wednesday, longtime Chief Technology Officer Mira Murati announced she was leaving OpenAI.
Murati played a key role in developing products including ChatGPT and DALL-E. She said she was leaving to “create the time and space to do my own exploration.” The source article also says she reportedly played a major role in Altman’s ouster last year, despite later voicing support for him.
Her departure follows other senior changes, including the temporary departure of co-founder and President Greg Brockman, who is currently on leave. The source article also points to the departure of Ilya Sutskever in the broader context of people involved in Altman’s firing leaving the company.
Taken together, the restructuring plan, possible Altman equity, investor return changes, and senior departures point to a company still redefining what it wants to be. OpenAI may become easier to finance and faster to steer, but the debate over its mission is likely to become more difficult, not less.