OpenAI confidentially filed its S-1 IPO prospectus with the U.S. Securities and Exchange Commission on Friday, May 22, according to reports from CNBC, Fortune, and Reuters. The filing sets the stage for what could be the largest tech IPO in history, with a targeted Q4 2026 listing at a valuation between $852 billion and $1 trillion.

Goldman Sachs and Morgan Stanley are leading the deal. The Wall Street Journal was first to report the confidential filing, per CNBC.

The Numbers Behind the Filing

OpenAI is generating roughly $2 billion per month in revenue, with an annualized run rate of approximately $25 billion by March 2026, according to RoboRhythms. The company counts 50 million consumer subscribers and 9 million business users. Enterprise contracts now drive more than 40% of revenue.

The loss column tells a different story. OpenAI reported a negative 122% non-GAAP operating margin in Q1 2026, meaning for every dollar of revenue, the company lost an additional $1.22. For full-year 2025, OpenAI generated $13.1 billion in revenue but burned through approximately $22 billion, producing a net loss of around $9 billion, according to RoboRhythms.

Confidential Filing Process

A confidential filing means the prospectus details remain private until at least 15 days before the public roadshow. OpenAI CFO Sarah Friar told CNBC last month that it is “good hygiene” for a company of OpenAI’s size to “look and feel and act” like a public company, though she declined to commit to a specific timeline. An OpenAI representative said in a statement: “As part of normal governance, we regularly evaluate a range of strategic options. Our focus remains on execution.”

The filing comes days after a California advisory jury ruled that Elon Musk waited too long to sue OpenAI over its nonprofit-to-profit conversion, removing one of the last major legal overhangs, according to CNBC.

The Capital Gap

HSBC analysts estimate OpenAI will need approximately $207 billion in additional capital through 2030 to honor its existing compute commitments, according to RoboRhythms. The company is on the hook for roughly $600 billion in compute commitments over the next five years. Public markets may be the only pool deep enough to bridge that gap.

The Listing Race

OpenAI’s filing arrives as SpaceX (which merged with xAI earlier this year) publicly disclosed its own IPO prospectus this week after confidentially filing with the SEC last month, per CNBC. SpaceX was most recently valued at $1.25 trillion. Anthropic is reportedly targeting its own IPO later this year. How public investors react to OpenAI’s burn rate will set the tone for every AI listing that follows. If the market accepts a company losing $1.22 for every dollar earned, the funding environment for agent infrastructure startups stays loose. If investors balk, the downstream pressure on compute-dependent agent builders tightens fast.