AG Jennings completes review of OpenAI recapitalization

Published Date: Oct 28, 2025

Attorney General Kathy Jennings announced today that her office has issued a Statement of No ObjectionOpen this document with ReadSpeaker docReader to the proposed corporate recapitalization transaction of Open AI, Inc., a Delaware nonprofit corporation.  Today’s announcement comes over a year after Attorney General Jennings began her review of OpenAI’s proposed transaction. OpenAI initially proposed a restructuring that would remove the current nonprofit entity from overseeing the for-profit activities of OpenAI. After engagement and prompting by Jennings and her colleague, California AG Rob Bonta, OpenAI announced earlier this year that it would instead create a separate public benefit corporation (PBC) within the nonprofit corporation (NFP).  The Attorney General then spent the months since this announcement reviewing the new plan and working to ensure the nonprofit’s interests were well represented.  Today, in connection with her decision not to object to the recapitalization, Attorney General Jennings secured commitments from the company that will ensure the ongoing primacy of the nonprofit’s public safety mission throughout the OpenAI enterprise, as well as additional provisions to ensure the ability of the nonprofit to sustain its mission far into the future.

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