OpenAI confidentially files draft S-1, one week after Anthropic

OpenAI submitted a confidential draft S-1 to the SEC on June 8, 2026, seven days after Anthropic cleared the same regulatory bar and one week after SpaceX filed its much larger public prospectus. The company announced the filing in a Rule 135 notice that read, in part, “We recently submitted a confidential S-1. We expect it to leak so we’re just announcing it.” Goldman Sachs and Morgan Stanley are leading the process, per Wall Street Journal reporting, with a possible fall listing window if market conditions hold. OpenAI tied no firm timeline to the filing and emphasized that it “hasn’t decided on timing yet.”

What is on the record

The confidential filing itself stays private until shortly before the road show. What OpenAI published on June 8 is the Rule 135 notice and the public acknowledgment that the company has begun an SEC review. The numbers anchoring the listing come from disclosures around OpenAI’s March 2026 funding round and from subsequent reporting rather than from the S-1 directly.

The March round closed at $122 billion in fresh capital at an $852 billion post-money valuation, with SoftBank, Amazon, Nvidia, and Microsoft among the participants. Cumulative private funding now exceeds $170 billion. Run-rate revenue is reported at roughly $2 billion per month, with prior-year revenue of about $13.1 billion. ChatGPT has approximately 900 million weekly active users and about 50 million paying consumer subscribers. Internal forecasts reportedly project a $14 billion loss in 2026, with profitability not expected until 2029. A separate tender offer is being prepared to let employees cash out shares before any public pricing.

Where this lands in the AI listing sequence

The competitive frame is now set. Anthropic filed confidentially on June 1 at a $965 billion private mark. SpaceX filed publicly in late May, targeting roughly $75 billion at a $1.75 trillion valuation. OpenAI’s filing concludes the trio. Three AI-or-AI-adjacent mega-listings concentrated in the same six-month window is the actual market story, and whichever company prices last absorbs whatever fatigue the prior tape sets up.

The ordering matters more than usual. Anthropic’s lead means its tape prices first, and Anthropic’s recent Ramp data point (more businesses paid for Anthropic than for OpenAI in May, on Ramp’s sample) is the kind of comparison line that an OpenAI prospectus will need to address. The gap between OpenAI’s $852 billion private mark and Anthropic’s $965 billion mark has narrowed enough that listing order genuinely affects price discovery. Sam Altman publicly rejected the “race to IPO” framing this week, saying the timing is “when we think it makes sense.” The filings themselves are what will adjudicate that interpretation.

A political backdrop sits on top of the financials. Senator Bernie Sanders is pushing a proposal that would give the public a 50 percent ownership stake in AI companies including OpenAI, and President Donald Trump has publicly endorsed the idea of a public stake in AI’s growth. Neither is operative policy, but both shape the questions an SEC review and a prospectus will field about governance, public benefit, and concentration of frontier-model capacity.

What’s worth watching

1. Listing order versus pricing. Anthropic, SpaceX, and OpenAI now share an overlapping SEC-review track. If Anthropic prices first, its multiple sets the read for OpenAI; if OpenAI accelerates and prices first, the reverse holds. Whichever order materializes, the second filer is the cleaner read on private-AI valuation discipline rather than first-mover enthusiasm.

2. Public S-1 reveal window. Confidential filings stay confidential until roughly two weeks before pricing. The earliest plausible reveal is mid to late August. The interesting unknowns are gross-margin disclosure (token economics under sustained competition from Anthropic, Google, and the inference neoclouds), customer concentration on the Microsoft and AWS surfaces, and how OpenAI accounts for its strategic-commitment compute line.

3. PBC governance language. OpenAI’s May 2026 jury win cleared the public-benefit-corporation restructuring that conditioned the March funding round. The S-1 will be the first detailed disclosure of how the PBC structure interacts with the nonprofit parent, with the political pressure around public-ownership proposals likely to surface in risk-factor language.

Stackmaven’s follow-up on the IPO progression lands on or around September 7, 2026.

Sources cited

1. OpenAI: Confidential submission of draft S-1 to the SEC openai.com
2. Fortune: OpenAI files confidential SEC S-1 paperwork for IPO fortune.com
3. PYMNTS: OpenAI Confidential IPO Filing Joins Race for Largest Public Listing Ever www.pymnts.com
4. PBS NewsHour: OpenAI files preliminary SEC paperwork for IPO www.pbs.org
5. TechCrunch: OpenAI files confidentially for IPO, following Anthropic techcrunch.com