OpenAI completes major restructuring - foundation takes control, Microsoft secures nearly one-third stake.
OpenAI has completed a major recapitalization and simplified its corporate structure. The nonprofit arm is now called the OpenAI Foundation and holds about 130 billion dollars worth of shares in the new OpenAI Group PBC.
The foundation continues to control the profit-oriented business, a rare setup that keeps it financially linked to the company while maintaining decision-making authority. According to OpenAI, this structure ensures that profits from the commercial side fund its nonprofit mission.
The restructuring was carried out in consultation with the attorneys general of California and Delaware, who had reportedly pushed for changes to the organization’s corporate structure.
Foundation launches a multibillion-dollar fund for health data and AI safety
The foundation plans to invest an initial 25 billion dollars in two key areas: medical research and the development of technical safeguards for AI systems. The focus includes open health datasets, funding for scientific projects, and building resilient infrastructure for AI - essentially creating a "safety net" for digital systems.
According to OpenAI, this initiative builds on earlier efforts like the People-First AI Fund and recommendations from the internal Nonprofit Commission.
Microsoft now owns about 27 percent of OpenAI
OpenAI says the new structure is designed to prevent commercial interests from dominating the company’s direction. The foundation remains the formal guardian of OpenAI’s original mission - to develop "artificial general intelligence for the benefit of all humanity" - while the recapitalization gives it access to capital and growth markets.
Since its founding in 2015, OpenAI has evolved from a small, idealistic research lab into one of the world’s most influential AI companies. Its founding mission to build safe and public-benefit AI has repeatedly clashed with the commercial success of the GPT models.
By the end of 2023, tensions within the company came to a head with the firing and later reinstatement of CEO Sam Altman, after parts of the board questioned his leadership and influence over company decisions. The board was later restructured, with Bret Taylor taking over as chair. In the following months, leading researchers including Ilya Sutskever and Jan Leike left OpenAI, warning that the company was focusing too heavily on growth at the expense of safety.
In May 2025, the company announced plans to transfer its for-profit business into a Public Benefit Corporation (PBC), registered in Delaware but still under the control of the original nonprofit entity. This move replaced earlier plans for a complete corporate split with a hybrid model.
Since 2019, Microsoft had invested more than 13 billion dollars in OpenAI and reportedly claimed roughly 49 percent of its profits, complicating the company’s restructuring plans. The two sides finally reached a provisional agreement in September 2025, redefining their financial partnership, revenue sharing, and technology collaboration - an essential step for implementing the PBC structure.
As CNBC reports, Microsoft now holds about a 27 percent stake in OpenAI Group PBC following the restructuring, an investment currently worth around 135 billion dollars. While the foundation formally retains control, the partnership remains a central pillar of OpenAI’s business model.
