UPDATE: OpenAI Files Confidential S-1 With SEC, Eyes $1T IPO

OpenAI confidentially filed its draft S-1 registration statement with the U.S. Securities and Exchange Commission on Friday, formally starting the clock on what could become the largest tech IPO in history. The filing targets a public listing as soon as September 2026 at a valuation between $852 billion and $1 trillion.

Goldman Sachs and Morgan Stanley are leading the deal, with JPMorgan Chase also on the underwriting roster. The confidential submission means most financial details will stay private until roughly 15 days before OpenAI begins its investor roadshow.

What Just Happened

The filing follows months of buildup. OpenAI's revenue crossed $25 billion in annualized run-rate earlier this month, and CFO Sarah Friar publicly signaled in April that the company was preparing for a late-2026 listing. Friday's confidential submission is the first formal SEC paperwork — the legal step that locks in the path to a public offering.

Confidential S-1 filings have become standard for large IPOs since 2017. They let companies negotiate with the SEC in private, address feedback, and amend the document before the eventual public version. The actual prospectus, once filed publicly, will include OpenAI's audited financials, risk factors, executive compensation, and a detailed business description.

Why this matters: A confidential S-1 isn't a guarantee that an IPO will happen, but it's the strongest signal yet that OpenAI's listing is on track for the second half of 2026. SpaceX filed confidentially in March and is targeting an August listing — making this an unprecedented year for trillion-dollar AI-era IPOs.

The Valuation

Sources familiar with the deal told CNBC and Fortune that bankers are pitching investors on a valuation range between $852 billion and $1 trillion. At the top end, OpenAI would price as one of the most valuable companies ever to debut on a U.S. exchange — bigger than Saudi Aramco's 2019 listing.

The math works out to roughly 35-40x annualized revenue at the midpoint. That's aggressive but not unprecedented for a market leader in a new platform shift. Nvidia traded above 40x revenue at points during the 2024 GPU boom.

What's powering the number: ChatGPT crossed 700 million weekly active users this spring, the API business is growing triple digits year over year, and the company landed massive new enterprise deals with Microsoft, Salesforce, and a handful of Fortune 500 customers. Bankers are arguing that OpenAI's growth curve still has years to run.

What the Filing Will Reveal

When the public S-1 eventually drops — likely in mid-to-late August based on the September listing target — investors will get their first detailed look at OpenAI's true unit economics. Key disclosures to watch:

Compute costs: How much OpenAI is spending on training and inference, broken out by model. Recent reporting suggested the company's annualized compute bill is north of $14 billion.

Microsoft relationship: The exact terms of OpenAI's revenue-share and IP arrangement with Microsoft, which has invested $13.75 billion since 2019.

Customer concentration: How much of revenue comes from the top 10 enterprise accounts, and how much from consumer ChatGPT subscriptions.

Capital expenditure plans: OpenAI has signed massive multi-year compute deals with Oracle, SoftBank, and Broadcom. The filing will show how those commitments flow through the balance sheet.

Industry Implications

A trillion-dollar OpenAI IPO would reshape AI competitive dynamics overnight. Anthropic, valued at $900 billion in its latest round, is reportedly preparing its own confidential filing for an October listing. xAI and Mistral have also engaged investment banks.

Public-market scrutiny tends to change how AI labs operate. OpenAI will face quarterly earnings calls, analyst day pressure, and a public investor base that watches gross margins and growth deceleration more closely than venture capital ever did. That could pull resources away from frontier research and toward shorter-cycle products.

For enterprise buyers, the timing matters too. CIOs and procurement teams will get a much clearer picture of OpenAI's financial health, contract terms, and pricing strategy once the public S-1 lands. Many CFOs have been hesitant to commit to multi-year OpenAI contracts without that transparency.

Expert Perspectives

Bryan Goldberg of investment-research firm Lerer Hippeau told Axios the filing "marks the formal transition of OpenAI from a research-driven startup to a public-market growth story" — and that the next four months will be the most scrutinized of Sam Altman's career.

Bankers note that the September timing isn't accidental. The post-Labor-Day window is historically the best season for mega-cap IPOs, and OpenAI bankers are trying to land the deal before the November election cycle injects market volatility.

What's Next

The SEC will spend the next 6-10 weeks reviewing the confidential draft and sending feedback. Expect amendments. OpenAI is then likely to file a public S-1 in August, kick off the roadshow in early September, and price the deal mid-to-late September.

Retail investors will get a chance to buy in. Friar said in April that OpenAI is "deeply interested" in offering retail allocation alongside institutional investors — a rare move for a company of this size, and one that could echo the public excitement around the early NVIDIA and Tesla offerings.

Bottom Line

OpenAI's confidential S-1 filing turns the September IPO from rumor into the most likely scenario yet. If the deal prices anywhere near the $1 trillion top end, it will be the largest IPO in U.S. history and the defining capital-markets event of the AI era. Watch for the public S-1 in August — that's when the real numbers come out.