A Timeline of the Battle for OpenAI: Musk, Altman, and the For-Profit Shift

After almost a year of negotiations, OpenAI announced Tuesday that it has completed its restructure to a public benefit corporation, with a separate nonprofit Foundation focussed on “health and curing diseases” and “technical solutions to AI resilience” holding a $130 billion stake in the for-profit arm—just shy of the $135 billion stake that Microsoft received, which it said represented 27% ownership.

In an emailed statement to TIME, California Attorney General Rob Bonta said that “we secured concessions that ensure charitable assets are used for their intended purpose, safety will be prioritized, as well as a commitment that OpenAI will remain right here in California. With these important concessions in place, we will not be in court opposing OpenAI’s recapitalization plan.”

Founded in 2015 as a nonprofit, rather than a for-profit company, OpenAI promised to develop AI “in the way that is most likely to benefit humanity.” With billions of dollars in investments from Microsoft, Japanese bank SoftBank, and chipmaker Nvidia, however, OpenAI faced increasing corporate pressure to separate its business operations from the nonprofit, which placed a cap on the profits that investors could receive, in order to attract further investments and to have the option to IPO.

Critics of the change have included nonprofits concerned about OpenAI’s adherence to its mission and cofounder-turned-competitor, Elon Musk. While restructuring, OpenAI served subpoenas to at least seven advocacy groups that opposed the shift. While OpenAI claimed it was looking for ties to Elon Musk, the affected nonprofits saw a different motive: “It sure looks like it's an attempt to intimidate folks,” says Judith Bell, chief impact officer of the San Francisco Foundation, one of the advocacy groups that received a subpoena.

Here’s how the battle for OpenAI’s restructure unfolded—and what might remain in store.

OpenAI referred TIME to a statement in a blog post outlining its corporate structure.

December 2015: OpenAI founded as a nonprofit

OpenAI, Inc., is incorporated as a nonprofit in Delaware, with an initial funding commitment of $1 billion from Sam Altman and Elon Musk, among others. The company’s stated goal: “to advance digital intelligence in the way that is most likely to benefit humanity as a whole, unconstrained by a need to generate financial return.”

March 2019: OpenAI announces a for-profit subsidiary

The OpenAI nonprofit launches OpenAI LP, a “capped-profit” company, under the control of the nonprofit, with its obligation to “humanity as a whole” rather than to shareholders. Initial investors’ returns are capped at 100 times their investment. 

The newly-formed subsidiary’s operating agreement includes warnings that “the Company might never turn a profit” and encourages potential investors to “think of investments in the spirit of donations,” Jill Horwitz, a professor of law at Northwestern University, writes to TIME.

Investors are undeterred. A few months later, Microsoft invests $1 billion in OpenAI.

November 17-20, 2023: Sam Altman briefly ousted

In the most dramatic episode in OpenAI’s history, the nonprofit board fires Sam Altman after concluding that he was “not consistently candid in his communications with the board.”

Three days later, Microsoft hires Altman to lead a new AI initiative. Nearly all of OpenAI’s remaining staff threaten to join him. 

The following day, Altman is reinstated and the board replaced, prompting questions about the nonprofit's control over its for-profit subsidiary. Microsoft, already OpenAI’s largest external shareholder, is given a non-voting, observer position on the board.

February-August 2024: Musk sues OpenAI

Elon Musk—one of OpenAI’s co-founders who has since fallen out with Altman and founded xAI, a competitor—sues OpenAI in February, alleging that the company has “abandoned its non-profit mission of developing AGI for the benefit of humanity.” 

OpenAI shares emails that claim to show Musk himself pushing for OpenAI to go for-profit while still at the company: OpenAI “needs billions per year immediately,” to compete with Google, “or forget it,” says an email from Musk in 2018.

Musk withdraws the California suit in June, then files a federal suit in August. “The perfidy and deceit are of Shakespearean proportions,” his lawyers write.

December 2024: OpenAI announces plans to restructure

OpenAI says that its complicated legal structure is scaring away investors who want to have a traditional stake in the company, rather than one that could disappear at the nonprofit’s behest: “Investors want to back us but, at this scale of capital, need conventional equity and less structural bespokeness.”

OpenAI proposes to become a public benefit corporation (PBC), transferring the nonprofit’s ownership of OpenAI’s technology to the for-profit arm, lifting the profit caps for investors, and doing away with the nonprofit’s oversight.

The California Attorney General requests information about the proposed restructure. “OpenAI, Inc.'s assets are irrevocably dedicated to its charitable purpose,” the AG’s letter states. 

April 1, 2025: OpenAI raises $20 billion conditional on restructuring

SoftBank invests $40 billion in OpenAI, half of which is conditional on OpenAI lifting its profit cap and allowing shareholders to hold traditional equity by early 2026.

The clause may be designed to “artificially put pressure” on the AGs to rush their decision, Tyler Johnston, executive director of the Midas Project, a watchdog nonprofit, writes to TIME.

April 9-17, 2025: Advocacy groups criticize the restructure

On April 9, a coalition of nonprofits including the San Francisco Foundation calls on the California AG to protect OpenAI’s charitable assets from a for-profit takeover. “We're not opposed to the conversion of OpenAI,” says Bell. “Our interest here is strictly in the context of preserving those charitable assets.” 

This is followed by an April 17 letter “in opposition to OpenAI’s proposed restructuring,” with signatories including former OpenAI employees and Nobel laureates. The letter argues that the restructure would undermine the AGs’ ability to protect the public’s interests as OpenAI develops its technology. 

May 5, 2025: OpenAI backtracks

In response to criticism, OpenAI backtracks: “The nonprofit will control and also be a large shareholder of the PBC,” it writes, but doesn’t share details of how the nonprofit will control the for-profit PBC. 

August 4, 2025: Calls for transparency around restructure

Nonprofit groups, former OpenAI employees, and public intellectuals sign a public letter asking OpenAI seven questions about the proposed restructure, including “Will OpenAI continue to have a legal duty to prioritize its charitable mission over profits?” OpenAI doesn’t respond.

August 5-October 2, 2025: OpenAI serves subpoenas to critics

According to reports that surface later, OpenAI serves subpoenas to at least seven advocacy groups, including Eko, the San Francisco Foundation, and Encode AI, all of which were signatories on the letter calling for transparency around OpenAI’s restructure, or had previously criticized the restructure.

“When you're running a nonprofit on a very lean budget, the last call you want to make is to a lawyer, because you're being charged to make that call,” says Emma Ruby-Sachs, executive director of Eko.

October 10, 2025: OpenAI employees address subpoenas on X

As details of OpenAI’s subpoenas emerge, two current OpenAI employees take to X to comment on the drama. 

“At what is possibly a risk to my whole career I will say: this doesn't seem great,” writes Joshua Achiam, OpenAI’s head of mission alignment. “We can't be doing things that make us into a frightening power instead of a virtuous one.”

OpenAI chief strategy officer Jason Kwon writes that “subpoenas are to be expected,” and that the criticism “makes this sound like something it wasn’t.”

October 28, 2025: OpenAI announces that its restructure is complete

“OpenAI has completed its recapitalization,” OpenAI’s Chair Brett Taylor writes on Tuesday. The nonprofit is to become a Foundation, with a $130 billion equity stake in the newly-created PBC.

The Delaware Attorney General issues a Statement of No Objection, in exchange for commitments from OpenAI to leave the Foundation with the “sole power and authority to appoint members of the PBC Board of Directors,” clearing the path for the restructure to take place—provided that the California AG agrees. 

(The California AG could not be reached for a statement before the publication of this article.) 

Some advocacy groups remain doubtful. With all but two members of the OpenAI board shared between the PBC and the Foundation, “the boards are nearly identical,” writes Johnston to TIME. “I don’t see how having the power to fire yourself constitutes meaningful control.”

The future

With the restructure complete, OpenAI looks much more like a “normal” company. At $500 billion, OpenAI is the most valuable private company in the world, and past investors may want the returns that only an IPO can raise.

However, Elon Musk isn’t known for going down without a fight. “There are some circumstances where donors to a charity are allowed to sue when the charity's managers are breaking the rules,” says Brian Galle, an expert in nonprofit law at UC Berkeley, explained before the restructure took place