Microsoft deepens role as OpenAI restructures under new Foundation-PBC model

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OpenAI on Tuesday announced the completion of its long-running recapitalisation, transforming its complex "capped-profit" model into a new hybrid structure.

Microsoft remains a leading investor in OpenAI, holding roughly a 27 per cent stake valued at about USD 135 billion, as the artificial-intelligence company completed a sweeping restructuring.

The entity is now composed of the OpenAI Foundation and a new public-benefit corporation, OpenAI Group PBC. 

The Foundation, a nonprofit successor to the original 2015 entity, will retain controlling ownership of the for-profit PBC and appoint its board members, the firm said in a press release.

The overhaul means that the Foundation now holds equity in OpenAI Group PBC currently valued at roughly USD 130 billion. 

According to the statement, it has pledged an initial USD25 billion to global health initiatives and to projects aimed at improving AI resilience and safety infrastructure. 

OpenAI said the recapitalisation was completed after months of regulatory scrutiny by the attorneys general of Delaware and California, both of whom signed off following governance revisions designed to preserve nonprofit control.

The restructuring coincides with a fresh long-term partnership between OpenAI and Microsoft, its closest corporate ally since 2019. 

Microsoft will continue to serve as OpenAI's "frontier model partner," maintaining exclusive access to OpenAI's models via the Azure cloud platform until the company formally declares the arrival of artificial general intelligence, or AGI. 

Under the new agreement, any such AGI declaration must be verified by an independent panel of experts.

Microsoft's intellectual-property rights to OpenAI technologies will now extend through 2032 and will include post-AGI models subject to new safety guardrails. 

OpenAI also gains more flexibility to collaborate with other companies on product development, though Azure will remain the exclusive platform for hosting its API-based services.

The Delaware attorney general's office confirmed that the revised structure had passed its charitable-governance review, calling the new arrangement "a rare hybrid that places public benefit and nonprofit oversight at the center of a trillion-dollar commercial ecosystem."