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Microsoft and OpenAI strike non-binding deal to enable restructuring

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Microsoft and OpenAI announced on Thursday that they have signed a non-binding agreement to redefine their partnership, paving the way for OpenAI to restructure into a for-profit company. The move would allow the ChatGPT creator to adopt a more conventional governance model, raise capital more freely, and potentially pursue an eventual IPO.

While details of the new commercial terms were not disclosed, both companies said they are working toward a definitive agreement. The talks mark a major shift in one of the most closely watched partnerships in the AI sector, forged to fuel the global boom in generative AI.

Microsoft has invested $11 billion in OpenAI since 2019 and until recently enjoyed exclusive rights to market OpenAI’s tools through its Azure cloud platform. But the dynamic has shifted: OpenAI has launched its own Stargate data center project, signed $300 billion in contracts with Oracle, and struck another cloud deal with Google, signaling its desire to diversify partnerships and reduce reliance on Microsoft.

For its part, Microsoft wants to preserve access to OpenAI’s technology even if OpenAI claims to reach artificial general intelligence (AGI) — a threshold that under current terms would end the partnership.

OpenAI is targeting a $500 billion valuation, with its nonprofit arm set to receive more than $100 billion, according to chairman Bret Taylor. The conversion still requires approval from attorneys general in California and Delaware, and OpenAI risks losing billions in tied funding if it fails to finalize the transition by year-end.

The evolving relationship underscores the growing competitive tension between the two. Microsoft is developing its own AI models to reduce dependency, while both companies continue to compete in enterprise tools and consumer-facing chatbots.

OpenAI Weighs Antitrust Action Against Microsoft Amid Tensions Over AI Partnership

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Executives at OpenAI have internally discussed whether to accuse Microsoft of anticompetitive behavior, potentially seeking a federal regulatory review of their contractual relationship, according to a report from the Wall Street Journal.

Microsoft, a major backer of OpenAI since 2019 with an investment exceeding $10 billion over time, has been a core infrastructure partner via its Azure cloud services. However, tensions between the companies appear to be growing as they negotiate the terms of OpenAI’s ongoing transition into a public-benefit corporation — a step that requires Microsoft’s approval.

Disputes and Strategic Divergences:

  • Talks between the two sides have dragged on for months without a final agreement on Microsoft’s future equity stake in OpenAI.

  • According to The Information, OpenAI is pushing for Microsoft to accept a 33% stake in a restructured subsidiary in exchange for giving up rights to future profits.

  • OpenAI also seeks to revise clauses that currently give Microsoft exclusive hosting rights for its models, potentially opening the door for other cloud providers like Google Cloud, which OpenAI has already begun engaging to expand its compute capacity.

Microsoft, reportedly unwilling to concede to OpenAI’s proposed restructuring, is said to be seeking further concessions. Still, both companies issued a joint statement to Reuters expressing optimism:

“Talks are ongoing and we are optimistic we will continue to build together for years to come.”

Possible Antitrust Implications:

Should OpenAI move forward with an antitrust complaint or regulatory appeal, it could dramatically reshape one of the most influential alliances in the artificial intelligence landscape. Microsoft’s deep integration with OpenAI — spanning cloud infrastructure, product embedding (like Copilot in Office), and funding — could come under increased regulatory scrutiny, especially in the U.S. and EU, where antitrust enforcement in tech has intensified.

This development highlights OpenAI’s increasing desire to diversify partnerships and assert strategic independence, even from its most powerful corporate backer.

OpenAI to Halve Revenue Share with Microsoft Amid Restructuring, Report Says

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OpenAI plans to significantly reduce the share of its revenue allocated to Microsoft by the end of the decade, as part of its ongoing corporate restructuring, according to a report by The Information on Tuesday. The AI firm reportedly informed investors that its revenue-sharing deal with Microsoft—currently 20% through 2030—could fall to 10% or less over the next several years.

The shift comes amid broader changes at OpenAI, which recently abandoned plans for a full conversion into a public benefit corporation (PBC) and reaffirmed nonprofit control, limiting CEO Sam Altman’s power while trying to balance mission-driven governance with commercial scalability.

The financial update shared with investors suggests a future where OpenAI is less dependent on Microsoft while still maintaining a collaborative relationship. In response to the report, OpenAI noted it is “finalizing the details of this recapitalization”, and said it continues to work closely with Microsoft. However, Microsoft declined to comment.

In January, Microsoft adjusted key terms of its deal with OpenAI, following its joint venture with Oracle and SoftBank to invest up to $500 billion in U.S.-based AI data centers—a move that signaled deeper integration of AI infrastructure beyond OpenAI’s models alone.

The current OpenAI–Microsoft partnership includes reciprocal revenue sharing agreements, access to OpenAI’s models on Microsoft’s Azure platform, and embedded use of ChatGPT within Microsoft’s enterprise software like Office and Azure AI services.

Microsoft, which has invested over $13 billion in OpenAI, is believed to be negotiating for continued access to OpenAI’s technology post-2030, as competition intensifies in the global AI race.