Unauthorized OpenAI Equity Transactions

All OpenAI equity is subject to transfer restrictions. This means that OpenAI equity cannot be directly or indirectly transferred unless the seller first obtains OpenAI’s written consent. Any attempted transfer—which includes any pledge, encumbrance or other similar disposition—that does not follow this requirement is void.

We are aware of firms that market unauthorized opportunities to gain exposure to OpenAI through a variety of means, including:

• sales of OpenAI equity; 
• investments in SPVs that own OpenAI equity; 
• tokenized interests in OpenAI equity or an SPV holding OpenAI equity; and
• “forward” contracts and other forms of purported economic interests.

OpenAI does not endorse or participate in any of these transactions, which are a violation of our transfer restrictions and may result in the invalidation of the underlying equity. Any transfers may also violate US federal or state securities laws, which impose significant restrictions on transfers of privately offered equity. A buyer or seller may have liability for those violations, and the transfer may be rescinded.

We urge you to be careful if you are contacted by a firm that purports to have access to OpenAI, including through the sale of an SPV interest with exposure to OpenAI equity. While not every offer of OpenAI equity (or exposure to it) is problematic, it is possible that the firm offering to sell or facilitate the sale of OpenAI equity, or to provide indirect exposure to OpenAI equity, is attempting to circumvent our transfer restrictions and other terms and conditions applicable to an investment in OpenAI. If so, the sale will not be recognized and carry no economic value to you.

We intend to vigorously enforce the transfer restrictions applicable to any direct or indirect sales of our equity.

If you are contacted by someone that claims to have access to OpenAI equity and is marketing that access, please contact us at corp-legal@openai.com⁠.