OpenAI Confidential S-1 Filing Signals Wall Street Debut Could Come This Year

OpenAI’s confidential S-1 filing with the Securities and Exchange Commission (SEC), disclosed on 8 June, puts the ChatGPT developer formally in the queue for what could be a landmark Wall Street debut, joining a year in which AI companies are rushing toward public markets. Reuters has reported that OpenAI is targeting a valuation of up to $1 trillion in a stock market listing that could come as early as September.

The move comes one week after Anthropic submitted its own confidential filing, on 1 June, and in the same week that SpaceX is expected to float. Three of the largest private technology companies in the world are, at least in structure, heading toward public markets simultaneously.

What the Confidential S-1 Filing Tells Investors

The confidential S-1 route lets the SEC review a company’s financials privately before they must be made publicly available, reducing the window of market speculation that typically precedes a listing. In a post on OpenAI’s announcement page, the company was characteristically candid: ‘We recently submitted a confidential S-1. We expect it to leak so we’re just announcing it. We have not decided on timing yet; it may be a while because there are things we want to do that are likely easier as a private company. But it’s a complicated set of tradeoffs and this gives us the option to go public sooner if that ends up being best.’

The company’s chief financial officer, Sarah Friar, offered a similarly non-committal public position earlier in the year. Friar told CNBC in April that it was ‘good hygiene’ for a business of OpenAI’s size to ‘look and feel and act’ like a public company, but she would not comment on a specific IPO timeline. CNBC reported separately that the company had been gearing up to go public as soon as the fourth quarter of this year.

That preparation has been underway for some time. PBS NewsHour reported that CEO Sam Altman first publicly described an IPO as the ‘most likely path’ for the company last autumn, citing its scale and the vast capital requirements of advancing its technology.

A Structural Overhaul Precedes the Listing

Before OpenAI could plausibly approach public markets, it needed to resolve its unusual governance. The company reorganised its business structure last year, converting to a public benefit corporation while remaining technically under the control of a nonprofit. That conversion cleared one of the more obvious obstacles for institutional investors who would have found the original structure difficult to underwrite.

OpenAI also renegotiated its partnership with Microsoft, one of its earliest and largest backers, a move that gave it the flexibility to forge new commercial relationships with firms including Amazon and Alphabet’s Google. That shift matters for a prospectus: it widens the revenue and partnership story beyond a single hyperscaler.

The legal backdrop is less tidy. An advisory jury ruled that Elon Musk, who filed suit in 2024 against OpenAI and Altman, had waited too long to bring claims that they went back on their commitment to keep the company a nonprofit. The ruling does not fully extinguish the legal risk, but it removes one of the more prominent near-term challenges to the listing process.

Valuation, Timing and the Path to Market

OpenAI’s most recent funding round, which closed at the end of March, raised $122 billion in committed capital co-led by SoftBank. The post-money valuation from that round was placed at around $852 billion. The Reuters report of a $1 trillion IPO target implies a further step-up from that level, which is not unusual for a company that says it is generating $2 billion in monthly revenue, growing at a rate it claims is four times faster than the companies that defined the internet and mobile eras, including Alphabet and Meta.

For comparison, Anthropic raised $65 billion in a funding round before its own confidential filing and carries a private valuation of $965 billion. SpaceX, the third of the trio, is said to be valued at $1.75 trillion. OpenAI, at the $1 trillion IPO target, sits in the middle of that range.

The scale of the user base adds some texture to those numbers. As of February, the company reported around 900 million weekly active users and more than 50 million paying subscribers. Access to OpenAI shares is already available to retail investors indirectly, including through exchange-traded funds from ARK Invest that hold the stock.

In a blog post dated 8 June, Altman and chief scientist Jakub Pachocki described the company as entering its third phase, the first two having been basic research and then the transition into a product company. ‘Now we are entering the third phase. The economy is beginning to reshape around AI. The central question now is how to make advanced AI abundant, affordable, safe, useful and easy enough for every person and organisation to benefit from it.’

The next substantive test is whether the S-1 leaks before OpenAI chooses to publish it, and what the revenue trajectory and cost structure look like when the financials finally become public. A Q4 listing remains plausible; whether the valuation holds at $1 trillion will depend on what those numbers show.