OpenAI’s Trillion-Dollar Listing Ambition—How a Non-Profit Governance Structure Could Become the Biggest Obstacle

Behind OpenAI’s $1 trillion IPO target lies a unique and sensitive issue: its non-profit governance structure. Unlike SpaceX’s for-profit framework and Anthropic’s PBC structure, OpenAI’s “capped-profit” model may naturally conflict with the interests of public-market investors.

OpenAI’s Governance Evolution: From Non-Profit to “Limited Profit”

OpenAI’s initial structure was a pure non-profit organization, with the mission to “ensure that artificial general intelligence benefits all of humanity.” As funding needs surged, it created a “limited profit” subsidiary (capped-profit entity), allowing investors to receive returns of up to 100 times—although that is higher than the return cap of traditional startups, it still creates a ceiling on investors’ gains.

PBC Reform: An Important Pre-IPO Setup

In October 2025, Reuters reported that OpenAI was restructuring into a public benefit corporation to pave the way for an IPO. The Public Benefit Corporation model allows a company to pursue shareholder value while also balancing a social mission. This structure has already been adopted by several publicly listed companies in the United States, offering both profit flexibility and mission security. However, whether the shift to PBC has been completed and whether the SEC will recognize its governance structure remain key questions that must be resolved before going public.

A Direct Comparison with Anthropic

In contrast, Anthropic has adopted a clearer PBC structure and has already secretly filed for an IPO. The strong growth of its agentic programming tool, Claude Code, makes Anthropic’s valuation basis in the enterprise market appear more solid. Market consensus generally holds that OpenAI’s $1 trillion valuation is built more on technological leadership and market imagination than on a robust financial model.

Disadvantages in the Listing Race

The Wall Street Journal noted that being the first to go public in the IPO race offers a clear advantage, while coming in second involves substantial disadvantages. If OpenAI cannot address both its governance structure and profit model challenges before 2027, it may not only fall behind Anthropic in the IPO race, but its own $1 trillion valuation could also face a market-driven re-pricing.

My Take: If OpenAI can’t successfully complete its PBC restructuring before 2027 and provide the SEC with a convincing governance plan, the IPO could be delayed until the second half of 2027, or even 2028. The market’s 52% probability forecast may not have fully accounted for this governance risk—and could be an overestimate.

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