Report: Half of OpenAI’s Pending $40 Billion Funding Round Depends on Restructuring

Twenty billion dollars in funding is reportedly riding on OpenAI’s efforts to restructure into an independent for-profit company.

OpenAI is finalizing a $40 billion funding round that includes a condition that if it fails to complete that restructuring by the end of the year, the round could be dialed back by $20 billion, The Wall Street Journal (WSJ) reported Monday (March 31), citing unnamed sources.

CNBC reported on the provision Monday but said it would cut the funding round by $10 billion, from $40 billion to $30 billion, citing unnamed sources.

OpenAI did not immediately reply to PYMNTS’ request for comment.

The company’s restructuring efforts require the approval of both its largest shareholder, Microsoft, and the California attorney general, according to the WSJ report. It also faces a lawsuit in which Elon Musk is attempting to block the restructuring.

In addition, OpenAI told investors in its funding round that closed in the fall that if it does not complete its restructuring within two years, it would return their money, per the report.

It was reported March 26 that OpenAI was close to finalizing a $40 billion round that would be the largest funding round of all time.

The round would value the company at $300 billion, a figure that is nearly twice the $157 billion valuation it achieved with its October funding round.

OpenAI reportedly generated $3.7 billion in revenue in 2024 and expects sales to reach $29.4 billion in 2026.

The company said in a Dec. 26 blog post that OpenAI’s board of directors planned to transform the organization’s for-profit arm into a Delaware Public Benefit Corporation (PBC) in order to raise the capital it needs to continue developing artificial general intelligence (AGI).

“Eventually it became clear that the most advanced AI would continuously use more and more compute and that scaling large language models was a promising path to AGI rooted in an understanding of humanity,” the company said in the post. “We would need far more compute, and therefore far more capital, than we could obtain with donations in order to pursue our mission.”