OpenAI files confidential S-1, leaves IPO option open

OpenAI submitted a confidential S-1 registration statement to the U.S. Securities and Exchange Commission and announced the filing on X on June 8. The company said it expects the confidential filing to leak and that it has not set a timeline for a possible initial public offering.

The OpenAI Newsroom account posted: “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.”

OpenAI did not disclose the size or structure of any offering. The company closed a funding round in March that valued it at about $852 billion. OpenAI has worked with Goldman Sachs and Morgan Stanley on a draft of the confidential S-1.

A confidential S-1 allows a company to submit draft registration documents to the SEC for review without making those documents public during the review. Companies use confidential filings to obtain regulatory feedback and keep strategic details private while they decide whether and when to list. If a company proceeds with an IPO, the S-1 is amended and becomes publicly available before shares begin trading.

Other large private technology companies have also moved toward public filings. Anthropic filed a confidential S-1 about a week earlier and recently completed a $65 billion fundraising round that valued it at about $965 billion. SpaceX is targeting a June 12 Nasdaq listing and has drawn demand near $150 billion, above an initial $75 billion target, with its order book scheduled to close this week.

OpenAI reiterated that the timing of any public offering remains undecided and that it may remain private for some time while it pursues plans it says are easier to carry out outside public markets.