On February 10, 2025, an investor consortium led by Elon Musk offered approximately $97.4 billion for the nonprofit entity that controlled OpenAI’s commercial operations. Sam Altman rejected the proposal publicly, OpenAI’s governing body did not accept it, and Musk did not acquire OpenAI, ChatGPT, or its controlling nonprofit.
The offer mattered because OpenAI was not a conventional single corporation. Its nonprofit controller, commercial subsidiary, investors, employees, Microsoft agreements and planned conversion to a public benefit corporation made the target—and the potential value of the bid—more complicated than the headline suggested.
What happened on February 10, 2025?
The proposal was an unsolicited offer of about $97.4 billion submitted by a consortium led by Musk. Contemporary reporting described the target as OpenAI’s nonprofit parent or controlling entity, while some accounts used broader language about acquiring OpenAI or its assets. The offer was not a public-market transaction, a completed purchase or an independently verified valuation of all of OpenAI.
The event was reported by Thurrott and contemporaneous coverage aggregated by Techmeme and Techmeme.
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Who participated?
Reports identified Musk, his AI company xAI, Baron Capital, Valor Equity Partners, Atreides Management, Vy Capital, 8VC (associated with Joe Lonsdale), and an investment vehicle linked to Ari Emanuel. The safest description is a Musk-led consortium; the available reporting does not establish that Musk personally funded the entire amount.
What did Musk say the offer was for?
Musk said the objective was to return OpenAI to what he regarded as its original open-source and safety-focused nonprofit mission, according to contemporary reporting. That is Musk’s stated rationale, not an independently established finding about his motives. The bid also came from a competitor: xAI competed directly with OpenAI, while Musk and Altman were already prominent opponents in the AI industry.
What was the consortium trying to buy?
“OpenAI’s parent company” is useful shorthand but legally compressed. OpenAI was founded as a nonprofit in 2015 and created a for-profit subsidiary in 2019. Under the structure then in place, the nonprofit controlled the commercial operation through a bespoke capped-profit arrangement involving investors and employees.
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OpenAI explained in December 2024 that the nonprofit controlled the for-profit and that it was considering converting the commercial entity into a Delaware public benefit corporation (PBC). Its explanation is available at OpenAI’s structure statement.
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Consequently, the bid could be understood as seeking control of the nonprofit’s governance rights, its interest in the commercial operation, or the rights and assets relevant to the proposed restructuring. Buying that entity would not automatically be the same as buying a standalone ChatGPT product or obtaining every asset free of contractual and regulatory questions.
Why the distinction mattered
- Nonprofit control: The nonprofit board, rather than ordinary commercial shareholders alone, controlled the operating business.
- Investor and employee arrangements: The capped-profit structure affected how value could be distributed.
- Microsoft’s rights: Microsoft had a major investment and contractual relationship that would have required consideration in any change of control.
- Mission obligations: The controller’s responsibilities were not simply the same as maximizing a conventional company’s sale price.
How did Altman and OpenAI respond?
Altman rejected the proposal publicly. He wrote: “No thank you, but we will buy Twitter for $9.74 billion if you want.” The figure referenced Musk’s 2022 purchase of Twitter, now known as X. In contemporaneous coverage, Altman also said that OpenAI and its mission were not for sale, particularly to a competitor that could not beat it in the market; Techmeme’s report records the broader exchange.
Altman’s post was not, by itself, the final legal disposition of the offer. The relevant governing body had authority over the nonprofit’s control position. Contemporary reports said the board intended to reject the proposal, and subsequent coverage described the rejection as formal.
Why could a rejected bid still matter?
It put a price on control
An unsolicited $97.4 billion offer could create pressure in negotiations over the nonprofit’s interest and the commercial company’s future valuation. It was still only an offer: not a completed transaction, binding acquisition agreement, cash payment or independent appraisal of OpenAI as a whole. The amount should therefore be described as the consortium’s proposed price, not as OpenAI’s confirmed market capitalization.
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It exposed a governance conflict
The proposal highlighted an unusual question: should a mission-controlled nonprofit accept a large financial offer when its governing duties include preserving that mission? The issue was sharper because xAI, one of the reported participants, competed with OpenAI. That context does not by itself establish unlawful conduct, but it meant the bidder was not a detached philanthropic buyer.
It complicated restructuring
OpenAI was seeking a more conventional corporate form while preserving nonprofit control. A public bid for the controller’s rights could affect negotiations over ownership, governance, investor protections and the treatment of Microsoft’s existing relationship.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What happened to OpenAI’s structure afterward?
OpenAI’s May 5, 2025 plan said the nonprofit would remain in control while the for-profit LLC became a public benefit corporation and the nonprofit received a significant equity stake. The plan is described at OpenAI’s restructuring announcement.
On October 28, 2025, OpenAI announced that the recapitalization had been completed. The nonprofit became the OpenAI Foundation, and the commercial business became OpenAI Group PBC. The Foundation retained control through special voting and governance rights and received a direct equity stake. OpenAI’s current structure is set out at OpenAI’s structure page.
Best Value
| Milestone | What it established |
|---|---|
| February 10, 2025 | Musk-led consortium offered approximately $97.4 billion for the nonprofit controlling entity. |
| May 5, 2025 | OpenAI proposed retaining nonprofit control while converting the commercial entity into a PBC. |
| October 28, 2025 | Recapitalization completed: OpenAI Foundation controlled OpenAI Group PBC. |
OpenAI said the Foundation’s equity stake was approximately 26% and worth about $130 billion based on the company’s stated valuation at the time. It also said Microsoft held approximately 27% of OpenAI Group on an as-converted diluted basis; that disclosure appears in OpenAI’s Microsoft partnership announcement. Those percentages describe the post-recapitalization commercial entity, not ownership of a conventional single company called “OpenAI.”
How does Musk’s broader dispute fit in?
The offer was part of a wider public and legal conflict. Musk co-founded OpenAI and later left it. OpenAI has disputed his account of the organization’s early history, saying negotiations ended after it rejected his demand for full control and a proposed merger into Tesla. That is OpenAI’s account, presented in its January 2026 statement, rather than an uncontested historical finding.
What the bid did—and did not—mean
- It was an offer involving OpenAI’s nonprofit controlling entity, not a completed purchase of ChatGPT.
- It came from a consortium led by Musk, not necessarily from Musk acting alone.
- The $97.4 billion figure was an offer amount, not a confirmed valuation for every OpenAI asset or share.
- Altman’s public rejection did not replace the governing board’s formal role.
- The nonprofit did not disappear; it became the OpenAI Foundation and retained control after the 2025 recapitalization.
The Bottom Line
Bottom line: Musk did not buy OpenAI. On February 10, 2025, a consortium he led offered $97.4 billion for the nonprofit entity governing OpenAI. The proposal was rejected, and OpenAI later completed a different restructuring that created OpenAI Group PBC while preserving control for the OpenAI Foundation.
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