OpenAI has officially completed a long-anticipated structural overhaul, finalizing its transformation into a nonprofit-controlled organization with a new for-profit arm called OpenAI Group PBC. The nonprofit, now named the OpenAI Foundation, holds a significant $130 billion equity stake in the for-profit division, while Microsoft has emerged as the single largest external stakeholder with a 27% share valued at $135 billion.

This recapitalization clarifies the governance and ownership structure of one of the world’s most influential AI companies and reshapes the longstanding partnership between OpenAI and Microsoft.

The new agreement redefines intellectual property rights, adjusts AGI-related provisions, and gives both companies greater flexibility for future growth and product development.

Why It Matters: OpenAI’s new structure introduces major implications for innovation and competition in the race toward Artificial General Intelligence. With Microsoft now deeply embedded in OpenAI’s future, the balance of power and responsibility in the AI landscape has notably changed.

• The OpenAI Foundation Now Controls the Mission and the Money: The restructured nonprofit, renamed the OpenAI Foundation, holds a 26% stake in OpenAI’s for-profit arm, currently valued at around $130 billion. The foundation now has the mandate and financial capability to direct the company’s long-term goals. OpenAI also announced a $25 billion initial philanthropic commitment to fund health-related breakthroughs and technical resilience in AI systems.

• Microsoft’s Investment in OpenAI Grows to $135 Billion: After the recapitalization, Microsoft now owns about 27% of OpenAI Group PBC. This positions Microsoft as OpenAI’s largest external stakeholder and maintains its influence over the development and deployment of AI models. The investment demonstrates Microsoft’s confidence in the long-term value of OpenAI’s technologies and expands its integration into OpenAI’s infrastructure, services, and product ecosystem.

• AGI Oversight Mechanisms Are Now More Formalized and Independent: Under the new agreement, any declaration by OpenAI that it has reached AGI must be reviewed and validated by an independent panel of experts. Until such verification occurs, Microsoft will retain exclusive IP rights to OpenAI models and API services. These rights now extend through 2032 and cover current technologies and post-AGI models, ensuring Microsoft remains ingrained in OpenAI’s most advanced developments.

• Azure Usage Expands, While Compute Rights Diversify: OpenAI has committed to purchasing an additional $250 billion worth of Azure services, reaffirming Azure as its core cloud platform. However, Microsoft will no longer have the first right of refusal as OpenAI’s exclusive compute provider, granting OpenAI the freedom to work with other infrastructure partners when needed. This opens the door to greater cloud independence while maintaining strong technical collaboration between the two companies.

• More Freedom to Innovate with Others, Under Guardrails: The agreement introduces new flexibility for Microsoft and OpenAI to collaborate with third parties on product development and AGI research. OpenAI can now develop some products jointly with external partners and provide API access to U.S. government agencies, regardless of cloud provider. Additionally, OpenAI is allowed to release open-weight models, provided they meet capability and safety criteria. Meanwhile, Microsoft retains the right to independently pursue AGI, provided it adheres to compute thresholds.

Go Deeper -> OpenAI completes restructure, solidifying Microsoft as a major shareholder – CNBC

The next chapter of the Microsoft–OpenAI partnership – Microsoft