OpenAI has officially completed its long-anticipated restructuring, converting from a nonprofit into a traditional for-profit public benefit corporation.
As part of the restructuring, OpenAI's nonprofit now owns equity in the for-profit arm, and the company claims the "nonprofit remains in control of the for-profit" and is "one of the best resourced philanthropic organizations ever" due to its equity stake.
This move also solidifies Microsoft’s 27% ownership stake and extends its exclusive model access through 2032.
Ultimately, the restructuring clears the runway for what could be one of the largest IPOs in tech history. Reuters reports that OpenAI is already prepping for a public offering that could value the company at a staggering $1 trillion.
But despite being out of the woods on the transition from nonprofit to for-profit, OpenAI is still under immense pressure to stay competitive in the AGI race. The high-stakes nature of this new structure was on full display in a recent, and notably tense, public interview with CEO Sam Altman.
To understand what this restructuring really means and the awkward exchange that has the tech world talking, I spoke with SmarterX and Marketing AI Institute founder and CEO Paul Roetzer on Episode 178 of The Artificial Intelligence Show.
The tension surfaced during a recent interview on the BG2Pod with Brad Gerstner and Bill Gurley, where investor Brad Gerstner sat down with Sam Altman and Microsoft CEO Satya Nadella.
What could have been a victory lap for the new partnership structure quickly turned "very awkward," says Roetzer. Gerstner, to his credit, asked the hard questions, and Altman "did not hide" his annoyance.
The most jarring moment came when Gerstner questioned OpenAI’s massive financial commitments. He asked how a company with a reported $13 billion in 2025 revenue could possibly make $1.4 trillion in future compute spending commitments.
Altman’s response was sharp.
"We're doing well more revenue than that, first of all," Altman said. "Second of all, Brad, if you want to sell your shares, I'll find you a buyer."
Roetzer, who watched the clip, was blunt:
"Sam is visibly pissed. He's very upset."
The tense exchange captures the central challenge for OpenAI:
Its spending is astronomical, and it needs a clear path to public markets to fund it.
While the $1 trillion IPO valuation dominates headlines, the company's losses are equally massive. Roetzer points to Microsoft’s recent earnings report as a key clue. Microsoft, which now owns 27% of the new for-profit entity, took a $3.1 billion charge to account for its share of OpenAI's losses.
“If we just played that out, they're losing like $40 or $50 billion this year,” says Roetzer.
The company is betting it can grow revenue fast enough to justify the burn. That topic also came up in the awkward interview when Gerstner pressed Altman on the IPO timeline, referencing reports of a 2026 or 2027 listing.
Altman was initially dismissive, but when Gerstner proposed a $100 billion revenue number by 2028 or 2029, Altman interjected: "How about 27?"
"I do think that there's a chance that if by late 2026, they're showing a trajectory that would get them to that hundred billion number in 2027, you could see an IPO in 2026," says Roetzer, adding that 2027 seems more likely.
The interview also highlighted another critical, and equally awkward, point: the AGI clause.
A key stipulation in the Microsoft partnership is that the deal is reportedly voided if OpenAI achieves artificial general intelligence (AGI). When Gerstner pressed both CEOs on who gets to make that call (and if they worry about it happening in the next few years) he received "a complete non-answer from both of them."
Altman accused Gerstner of trying to "make some drama.”
Despite the public tension, the restructuring was a necessary, complex maneuver to fuel the company's capital-intensive mission.
“It is essential to raise the kind of money they want to raise,” says Roetzer.
This move required blessings from both Microsoft and the Attorneys General of California and Delaware. That last part isn't a rubber stamp. Roetzer notes the Delaware Attorney General has made it clear she is willing to take legal action against OpenAI if they fail to uphold the public benefit aspect of their new corporate structure.
"That is something to watch," he says.
Ultimately, the restructuring, the massive losses, and the tense public exchange all point to one reality: OpenAI is on an all-or-nothing path to AGI, and a massive public offering is the only way to pay for it.
As Roetzer concludes, an IPO now "does certainly seem inevitable."