Elon Musk did not make a conventional offer to buy the ChatGPT app or every OpenAI operation. On February 10, 2025, a consortium that included his AI company xAI offered $97.4 billion for OpenAI’s nonprofit controlling entity. The proposal was rejected four days later, but it put OpenAI’s governance, charitable assets, restructuring and Musk’s lawsuit at the center of the AI industry’s biggest corporate dispute.
The short version
The bid was an unsolicited proposal to acquire the nonprofit entity that controlled OpenAI, not a completed purchase of the company’s commercial operating business. OpenAI’s board unanimously rejected it on February 14, 2025. Musk’s lawyers later said the consortium would withdraw the proposal if OpenAI stopped converting its operating structure toward a for-profit public-benefit corporation.
OpenAI subsequently revised that restructuring so its nonprofit parent retained control. That change did not mean Musk acquired OpenAI or that his offer succeeded. It meant the organization changed course amid legal, governance and public pressure.
What Musk was actually bidding for
OpenAI was founded as a nonprofit in 2015. Its products and commercial activities were later conducted through a controlled for-profit operating structure, while the nonprofit remained the governing parent. That arrangement made “buying OpenAI” an imprecise description.
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The consortium’s proposal targeted the nonprofit entity or its controlling interest and assets. Control at that level could affect the commercial subsidiary, intellectual property, governance rights and any restructuring of the group. The proposal was therefore about who controlled OpenAI’s mission and assets, not simply who owned a consumer chatbot.
The Washington Post described the target and the mission dispute in its February 14, 2025 report: Musk’s role as co-founder and the fight over OpenAI’s original purpose.
The offer and the response: a precise timeline
| Date | Event | What it means |
|---|---|---|
| February 10, 2025 | Musk-led consortium announces a $97.4 billion offer. | This was a proposed transaction value, not a completed sale or independently established valuation. Axios reported the announcement. |
| February 10–11, 2025 | Sam Altman publicly rejects the approach and posts a sarcastic offer to buy Twitter (now X) for $9.74 billion. | Altman’s message was separate from the formal corporate decision by OpenAI’s board. |
| February 12, 2025 | Musk’s lawyers say the consortium could withdraw if OpenAI abandoned its for-profit conversion. | The condition connected the bid directly to the restructuring fight. TechCrunch reported the filing position. |
| February 14, 2025 | OpenAI’s board unanimously rejects the offer. | The nonprofit was declared not for sale. Reuters’ account is reproduced by Inc. |
| May 5, 2025 | OpenAI revises its restructuring plan so the nonprofit parent retains control. | The operating business could still use a for-profit public-benefit structure, but nonprofit control remained. Reuters reported the revision. |
| May 18, 2026 | The Associated Press reports that a federal jury rejected Musk’s claims against OpenAI and Sam Altman. | This describes the reported jury result; the scope of any final judgment or appeals must be distinguished from the verdict itself. AP’s report. |
Why Musk said he made the offer
Musk’s stated mission argument
Musk co-founded OpenAI with Altman and others, then left in 2018. He presented the offer as an attempt to return OpenAI to what he described as its original open-source, safety-focused and public-benefit mission. His lawsuit likewise alleged that OpenAI’s leaders had departed from the founding nonprofit purpose.
Those are Musk’s stated positions, not findings that the board or a court accepted. The Washington Post’s contemporaneous coverage provides the background on his relationship with OpenAI and the mission dispute.
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OpenAI’s interpretation
OpenAI argued that the bid was designed to disrupt a direct competitor and interfere with its restructuring. It also said the proposal conflicted with Musk’s lawsuit: he was arguing that charitable assets should not be transferred for private gain while simultaneously offering to acquire the nonprofit that controlled those assets.
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That characterization came from OpenAI and its lawyers. It is not proof of Musk’s private motive. Investing.com summarized OpenAI’s argument.
What the bid could accomplish strategically
Regardless of intent, an offer of this size could have several effects:
- Force the nonprofit board to explain why rejecting the proposal served its charitable mission.
- Create a publicly visible negotiating reference point for the value of nonprofit-controlled assets.
- Complicate conversion into a public-benefit corporation.
- Increase pressure in Musk’s lawsuit and in negotiations with investors, donors and regulators.
- Give Musk leverage over a leading AI competitor.
These are strategic inferences, not established facts about why the consortium acted.
Why the legal and financial stakes were unusual
The central question was not simply whether OpenAI could be purchased. It was whether the nonprofit board could transfer or monetize assets—including intellectual property and control rights—while claiming to protect a charitable purpose.
Authority and fiduciary duties
The nonprofit board, rather than Altman acting alone, had authority to decide whether to entertain the proposal. Directors of a nonprofit generally must act for the organization’s mission and beneficiaries, not merely maximize a sale price. The exact duties, approval requirements and treatment of charitable assets depend on the governing documents, applicable law and any court or regulatory proceedings.
That means a higher headline number would not automatically require acceptance. Conversely, rejecting a large offer could require a defensible explanation of valuation, mission and long-term benefit. The available reporting does not establish a definitive legal rule that the board had to accept, auction or obtain court approval for this proposal.
Valuation is not purchase price
The consortium offered $97.4 billion. Because no transaction closed, the figure is neither a completed purchase price nor a settled market valuation for OpenAI’s nonprofit. It could serve as a negotiating benchmark or valuation reference, but treating it as the nonprofit’s proven value overstates what the offer established.
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Public reports identified the consortium and xAI’s participation, but they do not establish that financing was committed, that the consortium could close, or that all required approvals were available. The offer should therefore be described as a proposal, not as cash in hand.
Altman’s response was not the board’s decision
Altman’s “no thank you” response—and his $9.74 billion Twitter counteroffer—made the dispute personal and highly visible. But a social-media response by the chief executive did not itself reject the offer. The formal action came from OpenAI’s board, which unanimously rejected it on February 14 and said the nonprofit was not for sale.
OpenAI’s representatives also framed the approach as a competitive and litigation-related tactic. That position explains why the organization treated the bid as a governance challenge rather than a routine merger proposal.
How the restructuring changed
Before the bid, OpenAI was pursuing a structure that would give its operating business a for-profit public-benefit form. The February offer threatened to make the nonprofit’s control rights the subject of a direct contest just as that conversion was being negotiated.
In May 2025, OpenAI revised the plan so the nonprofit parent would retain control. This preserved a nonprofit governing center while allowing the operating business to use a commercial structure. It did not turn every OpenAI activity into a charity, and it did not validate Musk’s offer.
The change may have reflected legal, governance and stakeholder pressure. Available reports do not prove that Musk’s bid alone caused it.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.The lawsuit and the bid were parallel strategies
Musk’s lawsuit alleged that OpenAI and its leaders abandoned the founding nonprofit mission. OpenAI denied those allegations and said the litigation was being used to obstruct a competitor.
The bid amplified the lawsuit because each side could point to the other proceeding:
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- Musk could present the offer as evidence that he was proposing to preserve nonprofit control rather than simply seeking a commercial payday.
- OpenAI could argue that acquiring the nonprofit’s assets was inconsistent with Musk’s claim that those assets must not be transferred for private benefit.
On May 18, 2026, the Associated Press reported that a federal jury rejected Musk’s claims against OpenAI and Altman. A jury verdict is not the same thing as a complete description of every claim, a final judgment or the status of appeals. Readers should distinguish those procedural stages when evaluating later legal developments.
What the failed bid means for OpenAI
Governance
The episode demonstrated that control of the nonprofit parent can matter as much as ownership of the commercial operating company. Governance rights can influence leadership, mission constraints, intellectual-property decisions and the terms on which capital is raised.
Fundraising and valuation
A $97.4 billion proposal gave investors and stakeholders a prominent reference point, but it did not establish that value through a completed transaction. Any financing or restructuring valuation still depends on negotiated terms, rights and independent diligence.
Mission control
OpenAI’s revised plan kept the nonprofit parent in control, preserving a formal mission-based counterweight to commercial pressures. That is different from saying the entire organization is nonprofit or that every future dispute is resolved.
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The February 12, 2025 TechCrunch newsletter also mentioned an Apple robot-lamp project, research on generative AI and critical thinking, Altman’s idea of broadly distributing AI benefits through a possible “compute budget,” Christie’s AI-art exhibition, Google DeepMind’s geometry system, MIT research on benchmark mislabeling, an everyday-scenes video model, a model trained on 817 curated samples and a Stanford-led open model compared with OpenAI’s o1.
Those items were a wider news roundup. They do not change the corporate and legal meaning of Musk’s OpenAI proposal. Read the original newsletter for that broader list.
Bottom line
Musk’s $97.4 billion offer failed as a transaction: OpenAI’s board rejected it, no sale occurred and Musk did not acquire the nonprofit or the commercial business. Its significance was elsewhere. By targeting the nonprofit controller, the bid made OpenAI’s mission, charitable assets, valuation and restructuring impossible to treat as a footnote to the ChatGPT business. OpenAI later kept nonprofit control, while the related litigation proceeded to a reported 2026 jury rejection of Musk’s claims.
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