Startups

OpenAI files confidential S-1 with the SEC, racing Anthropic to a Wall Street debut

The ChatGPT maker, last valued at $852 billion, is working with Goldman Sachs and Morgan Stanley on a filing that could land alongside Anthropic and SpaceX in the most concentrated IPO window since the dot-com era.

By Giulia Donatello · Startups & funding · 2026-06-11 · 3 min read

Photo: Unsplash / Aditya Vyas — Exterior of the New York Stock Exchange on Wall Street

OpenAI confidentially filed a draft S-1 with the SEC on Monday, disclosing the move in a blog post that the company essentially pre-announced because it expected a leak. The filing places it roughly a week behind Anthropic, which submitted its own confidential paperwork on June 1, and sets up what advisers to both firms are already describing to CNN as a contest for category-defining status: the first to list will set the terms under which Wall Street prices the AI sector.

Goldman Sachs and Morgan Stanley are running the OpenAI book. The same two banks sit atop SpaceX’s prospectus, and SpaceX is expected to begin trading within days of OpenAI’s disclosure. Per CNBC, OpenAI is targeting as soon as Q4 of this year, with a tender offer planned to let employees sell into the most recent $852 billion post-money valuation, set in the $122 billion late-March round that ranks as the largest in Silicon Valley history. Roughly $3 billion of that round came directly from retail investors through bank channels, which tells you who the IPO is really being marketed to.

Sam Altman framed the move in a blog post as “the third phase of OpenAI,” arguing that “The economy is beginning to reshape around AI.” He also hedged the timing: “We have not decided on timing yet; it may be a while because there are things we want to do that are likely easier as a private company.”

The hedge is doing real work. TechCrunch reports OpenAI recently missed internal targets for new users and revenue, and that CFO Sarah Friar has raised concerns about whether the company can support its data center spending. Anthropic, meanwhile, has told investors it’s close to its first quarterly profit.

Nate Elliott, an analyst at Emarketer, told Fortune the filing arrives at a “precarious moment” for OpenAI as ChatGPT’s early consumer and enterprise leads erode against Google and Anthropic. His sharper point: OpenAI doesn’t have many other places to look for capital at this scale.

That’s the structural read. The IPO isn’t a victory lap; it’s the funding mechanism the burn rate requires.

Sources