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11SEPT2025replayed
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businessOpenAI · Microsoft

OpenAI and Microsoft sign non-binding MOU for next phase of partnership, clearing path for for-profit conversion

The agreement allows OpenAI to restructure its for-profit arm into a public benefit corporation while the nonprofit retains control and obtains a stake worth upward of $100 billion.

OpenAI announced Thursday a non-binding agreement with Microsoft, its largest investor, on a revised partnership that would allow the startup to convert its for-profit arm into a public benefit corporation (PBC).

The companies signed a non-binding memorandum of understanding (MOU) for the next phase of their partnership, and said they are actively working to finalize contractual terms in a definitive agreement. Under the plan, OpenAI’s nonprofit will continue to exist and retain control, obtaining a stake in the PBC worth upward of $100 billion, according to board chairman Bret Taylor.

The deal appears to resolve months of tension between OpenAI and Microsoft. The ChatGPT maker has sought to loosen its reliance on Microsoft as its primary cloud provider, recently striking a $300 billion compute deal with Oracle over five years, starting in 2027. Microsoft remains OpenAI’s largest investor and gets preferred access to its technology, but OpenAI now has room to use other cloud providers.

The transition still needs approval from California and Delaware attorneys general. The agreement comes amid Elon Musk’s lawsuit accusing OpenAI of abandoning its nonprofit mission, and follows Musk’s unsolicited $97 billion takeover bid earlier this year. Nonprofits like Encode and The Midas Project have also raised concerns about the for-profit conversion, with OpenAI responding by sending subpoenas claiming the groups are funded by competitors.

B
Bret Taylor

OpenAI board chairman said the nonprofit would retain control and obtain a stake worth upward of $100 billion in the PBC.

One year later — open only if you can handle spoilers

The MOU became a definitive deal on October 28, 2025, when OpenAI completed its recapitalization: the for-profit became OpenAI Group PBC, controlled by the nonprofit OpenAI Foundation, which holds a stake of roughly 26% worth about $130 billion. Microsoft ended up with about 27% (valued near $135 billion) and exclusive rights to OpenAI's frontier models through 2032. The restructuring cleared OpenAI to raise capital more freely, including a $30 billion investment from SoftBank.

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