Our structure

OpenAI was founded in 2015 as a nonprofit. Its mission is to ensure that artificial general intelligence benefits all of humanity. That mission continues to guide everything we do.

In 2019, we created a for-profit subsidiary to help us scale our research and deployment efforts. This for-profit has always been governed and controlled by the nonprofit.

With our updated structure, announced on October 28, 2025:

The nonprofit is now the OpenAI Foundation.
The for-profit is now a public benefit corporation, called OpenAI Group PBC, which—unlike a conventional corporation—is required to advance its stated mission and consider the broader interests of all stakeholders, ensuring the company's mission and commercial success advance together.
The OpenAI Foundation continues to control the OpenAI Group. It now holds conventional equity in OpenAI Group – with all stockholders participating proportionally in any increase in value of the OpenAI Group – aligning long-term incentives around impact and growth.
OpenAI Foundation and OpenAI Group have the same mission.

This recapitalization provides OpenAI Group with the structure to raise capital and attract and retain the talent needed to advance the mission, while maintaining the strongest representation of mission-focused governance in the industry today. It was completed after nearly a year of engaging in constructive dialogue with the offices of the Attorneys General of California and Delaware.

Our Board

OpenAI Foundation is governed by its board of directors, which is comprised of independent directors Bret Taylor (Chair), Adam D’Angelo, Dr. Sue Desmond-Hellmann, Dr. Zico Kolter, Retired U.S. Army General Paul M. Nakasone, Adebayo Ogunlesi, and Nicole Seligman—as well as CEO Sam Altman.

Through special voting and governance rights held solely by the OpenAI Foundation, the OpenAI Foundation appoints all members of the board of directors of OpenAI Group and can replace directors at any time.

The Safety and Security Committee (SSC) will remain a committee of the OpenAI Foundation, and will continue its current role of providing governance over the safety and security practices of all of OpenAI, including OpenAI Group. The chair of the SSC—Dr. Kolter—will serve exclusively on the OpenAI Foundation board.

To ensure the mission, long-term incentives, and commercial success advance together—and to avoid fragmented governance—all current OpenAI Foundation directors will also serve on OpenAI Group’s board, other than Dr. Kolter, who will serve as a non-voting observer. Within one year of the recapitalization, a second Foundation director will also transition to serving exclusively on the Foundation Board and as a non-voting observer to the Group board.

Equity Holders

As of the closing of the recapitalization, the OpenAI Foundation holds a 26% equity stake in OpenAI Group, worth approximately $130B based on OpenAI Group’s current valuation.

In addition to this 26% stake, the OpenAI Foundation also holds a warrant that allows it to receive additional shares in OpenAI Group if it hits a valuation milestone.

If OpenAI Group’s share price increases greater than tenfold after 15 years, the OpenAI Foundation will receive significant additional equity. With its equity stake and the warrant, the Foundation is positioned to be the single largest long-term beneficiary of OpenAI’s success.

This structure directly links the OpenAI Foundation’s resources to the long-term value that OpenAI Group creates as it grows.

All equity holders in OpenAI Group now own the same type of traditional stock that participates proportionally and grows in value with OpenAI Group’s success. The OpenAI Foundation board of directors were advised by independent financial advisors, and the terms of the recapitalization were unanimously approved by the board.