OpenAI's nonprofit division will take a $100 billion stake in a public benefit corporation (PBC) as part of restructuring efforts.

On September 11, the company issued a statement stating that its non-profit division would retain control over the PBC and take an equity stake.

Chairman of the OpenAI board Bret Taylor said: “OpenAI started as a nonprofit, remains one today, and will continue to be one—with the nonprofit holding the authority that guides our future.”

This was accompanied by another statement, which stated that OpenAI and Microsoft had signed a memorandum of understanding and were “actively working to finalize contractual terms in a definitive agreement.” The details of the MoU were not shared.

Update -

According to reporting from The Information, which cited a person briefed on the discussions, OpenAI projects that it will reduce the proportion of revenue that goes to Microsoft. This number currently sits at just under 20 percent, but the AI company wants to push it to eight.

Original story resumes -

These signs that progress is being made in the pair's complex contract negotiation follow reports in late July that the two were in talks to give Microsoft ongoing access to the AI startup's technology, overriding stipulations in the current arrangement that would see Microsoft lose some rights to OpenAI’s models if it should produce ‘artificial general intelligence.’

This has become leverage in OpenAI’s attempts to restructure itself as a for-profit company, which Microsoft has opposed.

OpenAI was launched as a non-profit with a for-profit subsidiary, with the latter subject to a profit cap. This meant any profit above a certain threshold – 100 times any investment – would feed back into the non-profit.

Microsoft then invested billions of dollars in cash and cloud credits into the subsidiary. It has backed the company with some $13.75bn in investment.

But the release of ChatGPT and the advent of the AI boom led to internal conflict about the organizational structure of the company, leading to the firing and reinstatement of CEO Sam Altman in November 2023.

Following those events, OpenAI has tried to flip the arrangement, restructuring it into a for-profit entity with a non-profit arm.

Public and legal backlash against this potential arrangement led to the company dropping its plans in May 2025. It instead opted to remove the profit cap on its for-profit subsidiary and turn it into a PBC, much like rival AI companies Anthropic and xAI.

This is because PBCs can issue equity, which gives OpenAI greater funding opportunities.

Previous reports suggested that Microsoft told OpenAI it was willing to give up some of its equity stake in the new for-profit business in return for accessing OpenAI's new technology developed after 2030, the current cut-off of the companies' contract.

Microsoft was also previously OpenAI's exclusive cloud provider, but the two have since clarified their relationship, with Microsoft described as a 'key initial technology partner' in Stargate but not an equity funder like rival Oracle (as well as SoftBank, OpenAI, and Abu Dhabi's MGX).

That announcement also saw Microsoft confirming that the partnership was no longer exclusive, but that Microsoft has a right of first refusal (ROFR). This has enabled OpenAI to seek out alternative compute providers like Oracle, CoreWeave, and even Google Cloud in order to meet demand.