On March 23, 2026, CNBC published details from a financial document that OpenAI had been quietly passing around to prospective investors as part of its latest funding round. The document read, in the words of multiple reporters who reviewed it, like an IPO prospectus.
It contained two major sections: "Risks Related to the Transaction" and "Risks Related to our Business." What was inside those sections was not the kind of language companies typically want circulating in public.
The most pointed disclosure named Microsoft — OpenAI's biggest backer, its exclusive cloud provider, and the company that has funneled an estimated $13 billion into the startup — as a business risk. "Microsoft is responsible for a substantial portion of our financing and compute," the document stated. It then warned that if Microsoft changes or terminates its commercial partnership, OpenAI's "business, prospects, operating results and financial condition could be adversely affected."
This is the company OpenAI told investors it needs to worry about.
The document arrived at an awkward moment. OpenAI just closed a $110 billion funding round in February, the largest private financing in history, led by Amazon ($50 billion), Nvidia ($30 billion), and SoftBank ($30 billion). The round valued the company at $730 billion. An IPO, targeted for Q4 2026, could push that figure toward $1 trillion. The investor document was meant to support that funding round. Instead, it handed reporters and market observers a detailed map of every structural problem OpenAI carries into a public offering.
The Risk Register OpenAI Filed With Investors
The document was not a regulatory filing. No S-1 has been submitted to the SEC. This was a private investor document, distributed to those considering participation in OpenAI's latest round, which was still seeking around $10 billion in additional commitments through banking partners as of late March.
But the risk disclosures it contained are the kind that will likely reappear verbatim in any future S-1. Here is what OpenAI told investors to worry about:
Microsoft dependency. Beyond the headline line about financing and compute, the document warned that OpenAI's operating results depend on its ability to develop relationships with additional partners aside from Microsoft. The company is already working to diversify: it has inked deals with Google, CoreWeave, and Oracle as alternative cloud providers. But as of this document, Microsoft holds 27% of OpenAI at a stake valued at roughly $135 billion, and Azure runs the infrastructure that powers ChatGPT's 900 million weekly active users.
TSMC and the Taiwan risk. OpenAI flagged that its chip supply runs through Taiwan Semiconductor Manufacturing Company. If a conflict involving China and Taiwan disrupts TSMC's production capacity, OpenAI warned it could face "severe disruptions" to its supply chain. This is not a hypothetical: TSMC fabricates virtually all of the most advanced chips OpenAI depends on for training and running its models.
The Musk litigation. The document disclosed three separate lawsuits filed by Elon Musk or his company xAI. The primary case — a fraud, breach of contract, and unjust enrichment claim — is scheduled for a jury trial beginning April 27 in Oakland, expected to run four weeks. Musk claims his $38 million donation to OpenAI was contingent on it maintaining its nonprofit status, and he is seeking between $79 billion and $134 billion in damages. U.S. District Judge Yvonne Gonzalez Rogers, at a pretrial hearing on March 13, told the court she did not find the damages figure convincing.
ChatGPT and user harm lawsuits. The investor document disclosed at least 14 lawsuits filed in California state and federal courts by ChatGPT users or their family members. The claims allege the platform contributed to "mental illness leading to suicide, death or other injury." The Social Media Victims Law Center filed seven of those cases in November 2025, including a wrongful death suit brought by the parents of 16-year-old Adam Raine, who died by suicide after allegedly being encouraged by ChatGPT.
The PBC structure. OpenAI flagged its own corporate structure as a risk. OpenAI Group PBC — a public benefit corporation — is a rare entity in public markets. Fewer than two dozen publicly traded PBCs exist. The structure requires the company to advance its stated mission and consider the interests of all stakeholders, not only shareholders. The nonprofit OpenAI Foundation holds 26% of OpenAI Group, controls all board appointments, and retains governance rights that limit how freely the for-profit entity can operate.
Capital requirements. OpenAI committed approximately $600 billion in compute spending through 2030, with some analyst estimates based on vendor financing arrangements reaching as high as $665 billion. Its projected revenue for 2030 is $280 billion. That gap — more than double the projected revenue — is the central financial tension of the company's IPO story.
OpenAI's Path to a $1 Trillion IPO
The Arithmetic Problem Lurking Behind the Valuation
The financial picture OpenAI disclosed is not, strictly speaking, a secret. The company has told investors its projected revenue, its compute spending commitments, and its expected profitability timeline in various forms over the past year. But the investor document collects those numbers in one place, and placed next to each other, they tell an uncomfortable story.
OpenAI generated $13.1 billion in revenue in 2025, up from $3.7 billion in 2024 — a 254% increase in one year. ChatGPT's weekly active user base reached 800 million in October 2025 and grew to 900 million by February 2026. Those are not the numbers of a struggling company.
But OpenAI also burned $8 billion in 2025. It does not expect to turn a profit until 2030. HSBC analysts projected a $207 billion funding gap between now and that date. And the approximately $600 billion in compute spending the company has committed through 2030 is more than twice its $280 billion revenue projection for the same year.
The structure of those numbers means OpenAI will need continuous access to capital markets for years after any IPO — and at scale. Every quarter without profitability is a quarter in which public shareholders will need to be persuaded that the trajectory still holds.
Sam Altman has said he is "0%" excited about becoming a public company CEO. That quote may age in interesting ways.
| Risk Category | What OpenAI Disclosed | Why It Matters for Investors |
|---|---|---|
| Microsoft Dependency | "Substantial portion" of financing and compute; partnership change could harm operations | A public company whose infrastructure runs on a single partner's cloud is a structurally fragile one |
| Compute Spend vs. Revenue | ~$600-665 billion committed through 2030 vs. $280 billion projected revenue | The company will need continuous capital raises after the IPO — profit is still years away |
| Elon Musk Litigation | Three active lawsuits; trial begins April 27; up to $134 billion in damages sought | Any significant legal outcome disrupts the IPO window or forces financial disclosures |
| User Harm Lawsuits | 14 California suits linking ChatGPT to suicides and mental illness | Product liability exposure for consumer AI is legally uncharted and carries reputational weight |
| TSMC Supply Chain | Taiwan-China conflict could cause "severe disruptions" | Hardware dependency concentrated in one geography creates existential supply risk |
| PBC Structure | Fewer than two dozen publicly traded PBCs exist; nonprofit Foundation controls the board | Governance structure is untested at this scale in public markets; unusual constraints for shareholders |
The Other Side
OpenAI moved quickly to contain the story. An OpenAI spokesperson told CNBC: "This is a standard legal risk factor disclosure, unrelated to any potential IPO prospectus." The company added that "similar language has been in place for years" — meaning these risks are not new.
That framing has merit. Companies routinely include broad risk language in investor documents to satisfy legal requirements, covering scenarios that range from the plausible to the remote. The fact that OpenAI listed Microsoft as a risk factor does not mean the partnership is at risk. Quite the opposite: an OpenAI spokesperson simultaneously confirmed that "Microsoft is and will remain a critical long-term partner."
The bull case on OpenAI's IPO remains strong on its own terms. The company grew revenue 254% in a single year. It has 900 million weekly active users. Its $110 billion funding round was oversubscribed. Amazon, Nvidia, and SoftBank — three companies with every incentive to conduct serious due diligence — just wrote very large checks. The Q4 2026 IPO target gives the company time to further diversify its cloud infrastructure through Google, CoreWeave, and Oracle, reducing the Microsoft dependency the document flagged.
On the Musk litigation, the judge's skepticism of his $134 billion damages claim is significant context. If the trial goes against OpenAI but the damages are dramatically reduced, the financial impact may be manageable. OpenAI has called the lawsuit "baseless" and framed it as harassment from a direct competitor.
The 14 ChatGPT user harm lawsuits represent a category of legal exposure that every major consumer AI company now shares. OpenAI is not uniquely vulnerable here — it is simply the largest target.
And the PBC structure, while unusual, is not untested in concept. Benefit corporations are designed to give management latitude to pursue mission-driven decisions that might not maximize short-term shareholder returns. For OpenAI's stated mission — ensuring AI benefits humanity — that structure may be a feature rather than a bug for certain categories of long-term investor.
The Bottom Line
OpenAI's investor document lays out the two versions of this company in stark form.
Version one: a company generating $13.1 billion in revenue, growing at 254% annually, with 900 million weekly users, backed by Amazon, Nvidia, SoftBank, and Microsoft, targeting a trillion-dollar public offering in Q4 2026. A historic IPO.
Version two: a company that has committed upward of $600 billion in compute spending it cannot cover with projected revenue, that runs its entire infrastructure through a partner it has formally designated a business risk, that faces a multi-week jury trial in less than five weeks, and that carries 14 product liability suits alleging its chatbot encouraged users to take their own lives.
Both versions are accurate. The investor document contains them both.
The question for public market investors — the ones who will decide what the company is actually worth when it lists — is which version they are buying. Private investors at $730 billion had limited information and limited alternatives. Public investors will have the S-1, the prospectus, the audited financials, and the full legal disclosure.
They will also have this document. And as one analyst framing captured it plainly: "The market is betting on OpenAI's scaling prowess, but the numbers show a dangerous disconnect between revenue projections and the capital required to achieve them."
Sam Altman's job between now and Q4 2026 is to make investors believe the scaling prowess wins.
Sources
- OpenAI Calls Out Microsoft Reliance as Risk in Investor Document Ahead of Expected IPO (March 23, 2026)
- OpenAI's Data Center Pivot Underscores Wall Street Spending Concerns Ahead of IPO (March 22, 2026)
- OpenAI Announces $110 Billion Funding Round with Backing from Amazon, Nvidia, SoftBank (February 27, 2026)
- OpenAI Resets Spending Expectations, Tells Investors Compute Target Is Around $600 Billion by 2030 (February 20, 2026)
- Microsoft, Elon Musk and Taiwan: OpenAI Warned Investors of Risks Ahead of IPO (March 23, 2026)
- OpenAI Just Called Its Biggest Backer Microsoft a Business Risk (March 23, 2026)
- Musk Wants Up to $134B in OpenAI Lawsuit, Despite $700B Fortune (January 17, 2026)
- Musk's Lawsuit Against OpenAI, Microsoft Set for Trial (January 2026)
- OpenAI's $730B Valuation Faces Burn Risk as Compute Costs Double Projected 2030 Revenue (March 2026)
- An OpenAI IPO This Year Would Test Investor Tolerance for the AI Boom (January 30, 2026)
- OpenAI Hires Finance Leaders Ahead of Q4 2026 IPO (2026)
- ChatGPT Suicide & Psychosis Lawsuits: March 2026 Update (March 2026)
- OpenAI's Shift to a Public Benefit Corporation, Explained (2025)