Yes—OpenAI said its nonprofit board unanimously rejected Elon Musk’s unsolicited proposal on February 14, 2025. The headline figure was $97.4 billion, but this was not a completed offer to purchase every part of the ChatGPT business. Musk’s consortium targeted the nonprofit entity that controlled OpenAI’s for-profit operating business, making the bid part of a wider fight over governance, restructuring and Musk’s lawsuit against OpenAI and CEO Sam Altman.
What happened on February 14, 2025?
Elon Musk, his artificial-intelligence company xAI and a group of investment firms publicly proposed acquiring OpenAI’s nonprofit controlling entity. News reports described the proposal as worth $97.4 billion. That was the stated value of the unsolicited proposal, not a sale price or independently established valuation.
OpenAI said its board, chaired at the time by Bret Taylor, had unanimously rejected the proposal on February 14. The board—not OpenAI shareholders and not a court—made that decision. The rejection did not require a shareholder referendum, and it did not resolve Musk’s separate litigation.
Contemporary coverage reported the announcement and the nonprofit structure, including the board’s response, in Associated Press, TechCrunch and The Washington Post.
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What was Musk actually trying to buy?
“Musk offered to buy OpenAI” is understandable shorthand, but it hides the most important legal and corporate detail. OpenAI had a nonprofit entity with governance authority over a for-profit operating business. Musk’s proposal was described as an offer for the nonprofit or its controlling assets, rather than a plainly worded purchase of every OpenAI subsidiary, product, contract and employee relationship.
| Question | What the public record supports |
|---|---|
| Target | OpenAI’s nonprofit controlling entity, whose rights were connected to the for-profit operating business |
| Bidder | A Musk-led consortium that included xAI and outside investors |
| Stated value | $97.4 billion for the unsolicited proposal |
| Outcome | OpenAI said its board unanimously rejected it on February 14, 2025 |
| Transaction status | No sale occurred |
That arrangement was not the same as a conventional publicly traded company in which shareholders simply vote on a takeover. Control of the nonprofit was central because the nonprofit governed the operating business and its mission. Acquiring that controlling entity could therefore give a buyer substantial influence over the broader OpenAI structure, even though the public shorthand “buying the company” may suggest a simpler asset purchase.
Why did OpenAI reject the proposal?
OpenAI’s stated reasons
OpenAI’s board and representatives said the organization was “not for sale.” OpenAI also characterized the proposal as an attempt to disrupt a competitor. Those are OpenAI’s statements, not findings by a court or an independent valuation authority. Reuters’ account, republished by Inc., describes the board’s response and the dispute over the bid’s conditions.
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The restructuring conflict
OpenAI was pursuing a restructuring in which the nonprofit would no longer exercise the same form of control over the operating business and would receive value connected with the transition. The precise legal and economic consequences were contested. Rejecting Musk’s proposal allowed OpenAI to continue pursuing that plan while defending it in court.
OpenAI also argued that Musk’s position was internally inconsistent: in litigation, he said OpenAI’s assets should remain dedicated to its nonprofit mission, while his consortium was proposing to acquire the nonprofit’s controlling position itself. Whether that argument is persuasive is part of the broader dispute; it is not a legal determination that the proposal was invalid.
Was it a binding takeover bid?
The proposal was real in the sense that Musk and his consortium publicly announced it and attached a $97.4 billion value. But its conditions made its practical meaning disputed.
Musk’s lawyers reportedly said the consortium would withdraw the proposal if OpenAI stopped its planned conversion toward a for-profit structure. TechCrunch reported that condition in its February 12 coverage at this account. OpenAI used the condition to argue that the proposal was not a conventional, unconditional acquisition offer.
The careful description is therefore an unsolicited, conditional proposal that OpenAI disputed as a genuine conventional bid. The available reporting does not justify calling it either proven fraudulent or unquestionably binding without analyzing the underlying offer documents and their legal status.
Why was there confusion about formal delivery?
Early reporting contained a narrower disagreement: OpenAI representatives said the board had not received a formal bid, while Musk’s lawyer said it had been sent to outside counsel. Reuters reported that dispute through Investing.com.
That was a dispute over delivery and formal receipt—not proof that no proposal existed. The public announcement, the stated value and the board’s subsequent rejection establish that the episode was more than a rumor, while leaving questions about the exact procedural form of the submission.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How did Musk’s lawsuit fit into the offer?
Musk sued OpenAI and Altman, arguing that OpenAI had moved away from its founding nonprofit and public-benefit mission toward commercial expansion. The lawsuit and the proposal overlapped on several questions:
- Who controls OpenAI’s assets and governance rights?
- What value should the nonprofit receive if the structure changes?
- Can the nonprofit transfer or monetize rights tied to the operating business?
- Could Musk challenge the restructuring while offering to acquire the nonprofit himself?
OpenAI’s account of the dispute is collected in its Musk litigation archive. OpenAI also said a court rejected another Musk effort to slow its plans on March 4, 2025, in its own account of that ruling. That later proceeding was separate from the board’s February rejection. The board’s decision did not determine whether Musk’s underlying legal claims were valid.
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What did the $97.4 billion figure mean?
The $97.4 billion number was the headline value attached to the consortium’s proposal. It should not be read as a completed transaction value, a guaranteed cash payment to every stakeholder or an uncontested market valuation. Public coverage did not establish that the figure represented a purchase of all OpenAI operating assets on unconditional terms.
OpenAI later made additional financial allegations in court filings, including claims about Musk’s personal commitment relative to the headline total. Those allegations are OpenAI’s position, not an adjudicated fact; they appear in the defendants’ April 9, 2025 filing at this PDF.
What “unanimously rejected” does—and does not—mean
“Unanimously rejected” means OpenAI reported that every board member voting on the matter rejected Musk’s proposal. It does not mean that all investors voted against it, that regulators reviewed it, or that a judge ruled on the merits of the offer. It also does not mean the board had no legal alternatives; it describes the corporate action OpenAI announced.
What happened after the rejection?
The rejection ended no major part of the underlying conflict. OpenAI continued defending its restructuring and criticizing Musk’s litigation strategy. Musk continued pursuing his claims and competing in AI through xAI. Court proceedings addressed related issues, but none of those later events turned the February proposal into a completed acquisition.
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The bottom line
OpenAI’s nonprofit board did publicly reject Musk’s $97.4 billion proposal unanimously on February 14, 2025. The most accurate account is not that Musk made an unconditional offer for every part of the ChatGPT company. He led a consortium proposing to acquire the nonprofit controlling entity, with conditions tied to OpenAI’s restructuring, while an active lawsuit disputed the organization’s mission and governance. No sale occurred, and the rejection itself was a board decision—not a shareholder vote or court ruling.
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