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Outbyte Driver Updater FREEScan for outdated or missing drivers - takes under a minuteDriver Scan →Outbyte PC Repair FREEClear out junk files and repair common Windows errorsFree Scan →Elon Musk did make an unsolicited proposal to pay about $97.4 billion for the nonprofit entity that controlled OpenAI. Sam Altman answered with a joke on X; OpenAI’s board made the formal decision, unanimously rejecting the proposal on February 14, 2025. No sale took place. The bid became part of a wider fight over OpenAI’s mission, governance, fundraising and restructuring—and the eventual structure left a nonprofit foundation in control of its public-benefit corporation.
What Musk offered to buy
“Musk offered to buy OpenAI” is convenient shorthand, but it blurs the target. OpenAI began in 2015 as a nonprofit. In 2019, it created a for-profit subsidiary to raise capital and commercialize its work, while the nonprofit retained control of the broader organization. Musk’s proposal was directed at the nonprofit entity and its assets and controlling position—not simply the ChatGPT app, nor a conventional publicly traded company with a single set of shares available for purchase. OpenAI’s later court filing put the proposed price at $97.375 billion; contemporaneous coverage generally rounded it to $97.4 billion. OpenAI’s account of its structure and its April 2025 court filing describe the relevant entities and figure.
The distinction matters financially and legally. A proposal to acquire a controlling nonprofit’s assets and governance position is not the same thing as buying every operating asset, subsidiary and product in a straightforward corporate takeover. The $97.4 billion figure was the proposed consideration for the targeted transaction, not a completed deal or an independently established market value for all of OpenAI’s operations.
What happened, and when
- February 10, 2025: Musk, xAI and a group of investors made the unsolicited proposal. Altman posted his response on X that day. The Associated Press reported the bid and response.
- February 12–13: Musk’s lawyers added a condition: they said the offer would be withdrawn if OpenAI halted its planned move toward a for-profit structure and preserved the charity’s mission. Axios reported the condition.
- February 14: OpenAI said its board had unanimously rejected the proposal, stating that the company was not for sale and describing the bid as an attempt to disrupt a competitor. The Associated Press covered the board’s decision.
What Altman meant by “No, thank you”
Altman wrote: “No thank you but we will buy Twitter for $9.74 billion if you want.” The $9.74 billion figure reversed the digits in Musk’s proposed $97.4 billion price. The quip also referred to Musk’s $44 billion purchase of Twitter in 2022, and it appeared on X, the platform Musk owns. Ars Technica reported the exchange and its reference to Twitter.
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That was a public retort, not a corporate resolution. Altman’s post did not itself accept, reject or legally dispose of the proposal on OpenAI’s behalf. The formal rejection came from the board on February 14.
Why Musk said he made the offer—and why the motives are disputed
Musk’s stated case
Musk and his lawyers framed the proposal as a way to ensure the nonprofit was fairly compensated if OpenAI moved toward a more commercial structure. Musk argued that OpenAI had departed from its founding nonprofit purpose and presented his position as an effort to restore the original mission. These are claims by a party to the dispute, not findings that establish that OpenAI violated its mission.
OpenAI’s response
OpenAI said its nonprofit would not disappear under its planned restructuring and argued that nonprofit control would remain. It also characterized Musk’s proposal as a tactic to hinder fundraising and reorganization, and pointed to his ownership of xAI, an AI competitor. OpenAI’s board said the organization was not for sale. Its public statements and litigation filings reflect OpenAI’s position; they should not be treated as neutral findings about Musk’s private motives.
Why the proposal had strategic significance
The bid arrived amid Musk’s lawsuit and OpenAI’s restructuring plans. It could have put pressure on the proposed governance changes, complicated fundraising and strengthened Musk’s position in the public and legal argument over who should control the nonprofit’s assets. Because Musk also led xAI, the offer raised an obvious competitive-conflict question. Those are plausible strategic effects of the proposal, not proof of a single private motive.
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OpenAI’s court filing alleged that the offer lacked a clear valuation basis and evidence of available financing. That allegation came from OpenAI, which was opposing Musk’s position; the proposal should not be described as definitively unfunded on that basis alone. Nor does the headline figure establish what OpenAI as a whole was worth.
Why the board rejected the bid
The board’s public explanation was that OpenAI was not for sale and that the proposal was an attempt to disrupt competition. The decision also had a governance dimension: the nonprofit board, rather than Altman acting alone, held the relevant authority over the nonprofit entity.
- It threatened the planned reorganization: accepting the proposal could have displaced or derailed OpenAI’s restructuring and recapitalization plans.
- The bidder led a rival: Musk’s ownership of xAI gave OpenAI a direct competitive-conflict concern.
- The offer and lawsuit were intertwined: the proposal came during a dispute over OpenAI’s mission and control, rather than as an isolated approach to a company with an uncontested ownership structure.
- OpenAI offered a different route to capital: the company argued it could pursue commercial investment while keeping the nonprofit in control.
The governance trade-off behind the dispute
The conflict was not simply nonprofit versus business. It concerned how an organization with an asserted public-benefit mission could fund a capital-intensive technology business without giving up mission control. Training and operating advanced AI systems requires substantial investment in computing infrastructure, chips and talent. Investors, meanwhile, generally seek equity and a route to financial returns.
A public-benefit corporation is a for-profit company with a formal public-benefit purpose to consider alongside financial interests. That can accommodate commercial activity and investment, but it remains a for-profit entity. Nonprofit control can preserve a separate governance mechanism intended to prioritize mission; it does not make the commercial subsidiary itself a nonprofit. OpenAI described its rationale for changing its structure in its explanation of why the structure needed to evolve.
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What happened to the lawsuit and restructuring
The court fight continued beyond the bid
Musk’s federal lawsuit alleged that OpenAI and its leaders had abandoned the organization’s founding nonprofit purpose and improperly shifted toward profit-oriented entities. OpenAI and Microsoft denied the substance of his claims. On March 4, 2025, a court rejected Musk’s request for a preliminary injunction, according to OpenAI’s account of the ruling; OpenAI also said several claims were dismissed. That ruling did not, by itself, establish that every issue in the broader dispute had been finally resolved. The Northern District of California’s case docket records later filings, including activity as late as January 24, 2026. OpenAI’s description of the March ruling is available on its newsroom page.
OpenAI revised and then completed its structure
In May 2025, OpenAI said the nonprofit would remain in control while the commercial arm became a public-benefit corporation. On October 28, 2025, it announced completion of a recapitalization: the nonprofit became the OpenAI Foundation, and the for-profit became OpenAI Group PBC. The Foundation retained control through special voting and governance rights and received equity in the PBC. OpenAI’s May 2025 plan and current structure description explain those changes.
So neither “OpenAI stayed purely nonprofit” nor “OpenAI became an ordinary corporation” captures the result. Its commercial operation is a public-benefit corporation, but the Foundation remains in control. Microsoft’s October 2025 statement reported its investment at approximately $135 billion, or roughly 27% on an as-converted diluted basis at that time; those were dated, company-reported figures, not a current ownership or valuation measure. The joint statement sets out that October 2025 figure.
Quick Recap
What the bid did—and did not—mean
- Musk made a real unsolicited proposal concerning OpenAI’s controlling nonprofit and its assets.
- Altman publicly dismissed it with a joke; OpenAI’s board formally and unanimously rejected it.
- The proposal did not result in a sale, and the $97.4 billion figure was not a verified valuation of all OpenAI operations.
- OpenAI later completed a restructuring in which its nonprofit foundation retained control of its public-benefit corporation.
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