OpenAI filed a confidential S-1 with the SEC on May 22, 2026, with Goldman Sachs and Morgan Stanley advising, and confirmed the submission publicly on June 8. The filing itself does not list shares or set a price. It deposits audited financials with regulators and starts a clock toward a public offering. The number that matters is not on the S-1 yet. It is the gross margin, the customer concentration table, and the compute-cost line that every other AI lab will have to defend against in their next funding round.
[Updated June 2026] That clock has since slowed. The article originally tracked a late-2026 listing window; reporting now indicates OpenAI is tilting toward a 2027 IPO instead. CEO Sam Altman has reportedly refused any valuation below $1T, and CFO Sarah Friar has been advocating the delay internally, citing the company’s cash burn and roughly $600B in compute commitments running through 2030. A confidential S-1 is not a public document. OpenAI’s audited financials only surface about 15 days before a roadshow, so a slip to 2027 keeps the numbers below sealed. That changes who triggers the repricing described here, and when.
What the Confidential S-1 Actually Does
A confidential S-1, filed under the SEC’s 2017 expansion that allows all issuers to submit draft registration statements privately, lets OpenAI submit its draft for non-public SEC review. The public does not see the filing until shortly before the roadshow. What the SEC sees, and what eventually becomes public, includes audited revenue, cost of revenue, customer concentration (what percentage of revenue comes from the top few accounts), debt obligations, and risk factors.
OpenAI’s last private round closed March 31, 2026 at $852B post-money on a reported $122B raise. The reported IPO target exceeds $1T. On ~$25B ARR, that is roughly 40x revenue. For context, no public SaaS company at comparable revenue trades anywhere near that multiple. The S-1 will reveal whether that premium is justified by growth velocity, gross margin, or something else entirely.
OpenAI has also hired Cynthia Gaylor, former CFO of DocuSign, as its first head of investor relations. CFO Sarah Friar told CNBC it is “good hygiene” for a company of OpenAI’s size to “look and feel and act” like a public company. That language is standard pre-IPO signaling. The hiring of a dedicated investor-relations chief is not.
The Numbers That Will Move Every AI Valuation
The headline figures from multiple sources: ~$25B ARR ($2B/month), 900M+ weekly active users, 50M+ subscribers, enterprise at 40%+ of revenue, and estimated 2026 losses of ~$14B. Cash-flow positive is not projected until 2030.
The gross margin line is the one every competing lab should care about. OpenAI’s cost of revenue is dominated by inference compute. If the S-1 reveals a gross margin of, say, 60%, that sets a ceiling for what private-market investors will accept from Anthropic or xAI on the same metric. If the margin is 40%, the opposite: it signals that frontier-model inference is structurally expensive and every lab burning compute to compete is doing so at a loss the market already prices in.
Customer concentration is the other landmine. If a single partner (read: Microsoft) accounts for a large fraction of revenue, that risk factor alone could compress the multiple. Microsoft holds 27% of OpenAI’s equity. The S-1 will have to disclose the revenue relationship separately from the equity stake, and that disclosure will be read carefully by anyone pricing Anthropic’s cloud-partner revenue.
The Anthropic Repricing Problem
Anthropic raised $30B in Series G in February 2026 at $380B post-money. Sacra estimates Anthropic hit $43B annualized revenue by April 2026, up from $9B at end of 2025. [Updated June 2026] The “early talks” the article noted have closed: Anthropic completed a $65B Series H at a $965B post-money valuation on May 28, then filed its own confidential S-1 on June 1. That $965B mark briefly made Anthropic the most valuable private AI company, above OpenAI’s $852B, and it is the subject of a separate Groundy breakdown.
Here is the structural problem: Anthropic’s revenue figures include gross-reported cloud reseller revenue from AWS, Google Cloud, and Microsoft. When a customer buys Claude through AWS Marketplace, Anthropic recognizes the full contract value as revenue, then pays the cloud provider their take. This inflates the top line relative to a net-reporting convention. Direct comparisons to OpenAI’s revenue require an adjustment that neither company has publicly provided.
Anthropic is also projecting its first operating profit of $559M in Q2 2026 on $10.9B quarterly revenue, while OpenAI remains deeply unprofitable. If Anthropic can demonstrate profitability before its stock starts trading, the narrative writes itself: the second-largest lab is already making money while the market leader burns cash. [Updated June 2026] The original version of this article assumed OpenAI would file and list first, setting the benchmark. The opposite happened. Anthropic is now targeting an October 2026 Nasdaq debut while OpenAI slips toward 2027, so the profitability story hardens into the default comparison before OpenAI ever opens its books to the public.
Meanwhile, Claude Code annualized revenue reached $2.5B, with business subscriptions quadrupling since the start of 2026. Enterprise represents over half of Claude Code revenue. One analysis estimated 4% of all public GitHub commits worldwide were authored by Claude Code. That is a specific, measurable penetration metric in a way that “900M weekly active users” is not, and public-market investors will notice the difference.
Governance Landmines
OpenAI’s corporate structure is, by public-company standards, unusual. The OpenAI Foundation holds 26% equity and appoints, and can remove, all PBC board members; Microsoft holds 27%; employees and other investors hold the remaining 47%. A nonprofit controlling board composition at a company targeting a $1T+ market cap will generate SEC comment letters. The risk-factor section of the S-1 will have to address this directly, and proxy advisory firms will have opinions.
On May 18, a federal jury rejected Elon Musk’s lawsuit against OpenAI and Sam Altman in under two hours, finding Musk waited too long to sue. The verdict removes an overhang for the IPO timeline, but the governance question lingers in the news cycle during the roadshow window. That is not a legal risk to the listing. It is a narrative risk to the premium.
The 2026 IPO Queue, and What SpaceX’s Debut Showed
OpenAI was not the only company queuing for public capital, and the queue has already started moving. [Updated June 2026] SpaceX, which confidentially filed in April, went public on Nasdaq on June 12, 2026 under the ticker SPCX. It priced at $135, raised roughly $75B, and listed at about a $1.77T valuation, the largest IPO in history by a wide margin. Shares jumped about 19% on the first full trading day to near $161, briefly putting the market cap above $2.1T, then gave most of it back. By June 25 SPCX traded near $153, down roughly a quarter from its peak.
That round trip is the part OpenAI’s deal team is reading closely. A marquee name with hard assets and government contracts could not hold a trillion-plus mark in choppy public markets, which is exactly the scenario Altman is trying to avoid by refusing a sub-$1T print. SpaceX’s wobble is reportedly one of the inputs behind the decision to push the OpenAI listing into 2027. The private comparable was already shaky: Morningstar marked SpaceX at around $780B in its pre-IPO estimate, well under the listing price, so the post-IPO slide partly closed a gap the public side never agreed with.
The bank-capacity constraint was real but it resolved itself. The same underwriting teams (Goldman Sachs, Morgan Stanley, and JPMorgan front-run all three deals) could not run SpaceX, OpenAI, and Anthropic in parallel. With SpaceX done and OpenAI delayed, the October window clears for Anthropic. Timing determines which deal gets the best analyst coverage and which gets the leftovers, and the order of finish has flipped from what looked likely in May.
What Changes When AI Labs Have Quarterly Earnings
The shift from private rounds to public markets changes the valuation mechanics for the entire sector. Today, Anthropic and xAI raise money by telling a story about trajectory. The investors who buy in are sovereign funds, large venture firms, and strategic partners who accept that audited financials are not available and that revenue multiples are calculated from self-reported or third-party-estimated figures.
Once OpenAI’s S-1 is public, every one of those investors can compare the next Anthropic pitch deck to audited OpenAI numbers. What is the gross margin? What is the revenue per employee? What is the customer concentration? What is the compute cost as a percentage of revenue? These become specific, comparable benchmarks rather than abstract narratives.
The burden of justification shifts from the buyer (who previously had to decide whether to trust a private company’s numbers) to the seller (who now has to explain why their numbers look different from the public comparable). That is a structural change in how AI valuations get set, and it happens the moment the S-1 drops, not the moment the stock starts trading.
OpenAI’s reported target exceeds $1T. Whether the market agrees depends on those audited margins. Whether Anthropic can defend $965B depends on the same numbers. The confidential S-1 is the first domino, but the repricing does not fire until audited financials go public, and that now happens on Anthropic’s schedule, not OpenAI’s.
[Updated June 2026] The mechanism is unchanged; the trigger moved. The article’s original thesis put OpenAI’s disclosure first, setting the comparable that everyone else defends against. With OpenAI tilting to 2027 and Anthropic targeting October, the first public audit of a frontier lab’s economics will likely carry Anthropic’s gross margin, Anthropic’s compute-cost line, and Anthropic’s customer-concentration table. That is the number OpenAI then has to beat when it finally opens its own books, and it is the number xAI’s next secondary gets benchmarked against. Whoever lists first writes the reference multiple. As of late June, that is no longer OpenAI. None of these dates is fixed: Anthropic has set no share count, price, or firm listing date, and the 2027 read on OpenAI is a lean inside the company, not a filed decision. Both remain hostage to market conditions, as SpaceX just demonstrated in real time.
Frequently Asked Questions
What happens to the Musk lawsuit after the jury verdict?
Musk vowed to appeal the decision to the Ninth Circuit. The two-hour jury verdict removes the immediate overhang, but an appellate filing keeps the governance dispute active through the IPO roadshow window. If the Ninth Circuit agrees to hear the case, OpenAI’s risk-factor section will need to address ongoing litigation from a co-founder who alleges the company abandoned its founding mission, a narrative that complicates the premium narrative regardless of legal merit.
How does SpaceX’s IPO compete with OpenAI for bank capacity?
It no longer does. SpaceX listed on Nasdaq on June 12, 2026, pricing at $135, raising roughly $75B at about a $1.77T valuation, the largest IPO ever. With that deal closed and OpenAI tilting toward 2027, the bank-capacity conflict resolved in Anthropic’s favor for the October window. The shared underwriters (Goldman Sachs, Morgan Stanley, and JPMorgan) can give a single mega-deal full attention rather than splitting equity sales teams and research analysts across two simultaneous trillion-dollar offerings. The more durable lesson from SpaceX is for pricing, not scheduling: the stock gave back roughly a quarter of its first-day pop within two weeks, a reminder that a private mark does not survive contact with public order books unchanged.
Has a nonprofit-controlled public company ever listed near this valuation?
No. The closest public-company analogues are dual-class structures at Meta and Alphabet, which concentrate voting control with founders. OpenAI’s structure is different: a separate philanthropic entity (the OpenAI Foundation) appoints and can remove every board member, with no shareholder recourse. Proxy advisory firms ISS and Glass Lewis have historically recommended voting against governance structures that limit shareholder influence, and their guidance on this one will likely draw institutional scrutiny that most mega-IPOs avoid.
What happens to xAI’s next funding round if OpenAI prices below the $1T target?
The ‘AI lab premium’ that justified private valuations above $400B compresses immediately if the public market rejects OpenAI’s asking price. xAI secondary buyers would benchmark against the actual trading multiple rather than the private-round narrative, and the repricing would be mechanical: if OpenAI trades at 25x revenue instead of 40x, every competing lab’s implied multiple gets recalculated downward using the same discount. xAI’s exposure depends on the timing and terms of its next secondary, which have not been reported in detail.
