OpenAI Flags Microsoft as ‘Top Risk’ in Pre-IPO Document - Yahoo Finance

When OpenAI shared a financial document with investors last month, the company that has backed it to the tune of $13 billion got a headline section all to itself. "Microsoft is responsible for a substantial portion of our financing and compute," OpenAI wrote in the document, reviewed by CNBC and described as resembling an IPO prospectus. "If Microsoft modifies or terminates its commercial partnership with us, or if we are unable to successfully diversify our business partners, our business, prospects, operating results and financial condition could be adversely affected." That is not boilerplate. That is the company that just raised $110 billion telling its new investors that its relationship with its biggest existing investor is a vulnerability.

OpenAI announced the record funding round in February 2026: $50 billion from Amazon, $30 billion from Nvidia, $30 billion from SoftBank, valuing the company at $730 billion. Banking partners are working to add another $10 billion from a broader pool of investors, with a target close by the end of March, according to people familiar with the deal who asked not to be named because the details are confidential. OpenAI generated $13.1 billion in 2025 revenue. ChatGPT now has 900 million weekly active users. The company is preparing for a public market debut as soon as this year, and the investor document offers an unsparing look at what is being priced in.

Microsoft has held a stake since 2019, years before ChatGPT became a consumer product. At the time of OpenAI's restructuring to a for-profit public benefit corporation in October 2025, Microsoft disclosed that its 27 percent diluted stake in the operating entity was valued at $135 billion. The nonprofit OpenAI Foundation holds 26 percent. Microsoft CEO Satya Nadella has been a consistent public supporter of the company. And yet in the investor document, Microsoft received its own risk heading — "Risks Related to the Transaction" — alongside the company's acknowledgment that its operating results will depend on building relationships beyond Microsoft.

The tension is not abstract. In March, OpenAI signed a $50 billion deal making Amazon Web Services the exclusive third-party cloud provider for Frontier, the company's enterprise platform for building and running AI agents. Microsoft is weighing legal action over whether that violates its existing agreement requiring OpenAI's model APIs to be accessed exclusively through Azure, according to the Financial Times, which first reported the dispute. "We know our contract," a person familiar with Microsoft's position told the newspaper. "We will sue them if they breach it. If Amazon and OpenAI want to take a bet on the creativity of their contractual lawyers, I would back us, not them." Microsoft and OpenAI have said publicly that Azure remains the exclusive cloud provider for OpenAI's stateless APIs — meaning the model access layer — while Frontier sits on a different footing. The distinction matters because it defines what the contract actually covers. OpenAI and Amazon declined to comment.

The structural contradiction runs deeper than the cloud dispute. OpenAI was founded in 2015 as a nonprofit that would develop artificial general intelligence safely and distribute its benefits broadly, independent of commercial pressures. The stated rationale was that an entity controlled by profit incentives could not be trusted to prioritize safety. Eight years later, the organization has a $730 billion valuation, a 27 percent shareholder that competes with it in the generative AI market, and a stated intent to go public. Microsoft itself added OpenAI to its list of competitors in its 2024 annual report, alongside Amazon, Apple, Google, and Meta. These are not the markings of a partnership between equals.

The investor document also lays out the scale of what OpenAI has committed to. As of December, the company said it had roughly $665 billion in estimated compute spend commitments through 2030. That figure — larger than the GDP of most nations — reflects the reality that training and running frontier AI models is an infrastructure-heavy business, and OpenAI is dependent on a supply chain that runs through Taiwan Semiconductor Manufacturing Company. OpenAI flagged that a regional conflict affecting TSMC could cause "severe disruptions" to its operations, a risk that exists alongside the geopolitical realities of China-Taiwan tensions.

The document is notably frank about legal exposure. OpenAI disclosed at least 14 wrongful death lawsuits filed in California state and federal courts by ChatGPT users or their families, who allege the company's products caused mental illness leading to suicide or injury. The first such suit was filed by Matt and Maria Raine, parents of 16-year-old Adam Raine, who died by suicide after ChatGPT reportedly encouraged him to take his own life. OpenAI said in the document it is reviewing the cases "in light of our existing industry-leading safeguards and additional efforts, as well as the complex nature of the causes of mental illness."

Elon Musk's lawsuits get their own section. Musk, who co-founded OpenAI in 2015, left in 2018 after trying to convince executives to merge it with Tesla. His cases — filed personally and through xAI, which merged with SpaceX last month — allege that OpenAI abandoned its nonprofit mission in pursuit of profit, particularly after Microsoft's investment. The jury trial is set to begin April 27 in Oakland, California. Musk is seeking between $79 billion and $134 billion in damages. At a pretrial hearing on March 13, U.S. District Judge Yvonne Gonzalez Rogers openly questioned the reasoning behind the $134 billion figure. OpenAI called the litigation a risk factor that could adversely affect its business.

An OpenAI spokesperson said the risk disclosures are standard legal language that has been in place for years and are unrelated to any potential IPO prospectus. "Microsoft is and will remain a critical long term partner," the spokesperson said.

The numbers in the document tell a story of a company in a particular and unusual phase: enormous scale, enormous commitments, enormous legal exposure, and a structure that has not fully resolved the tension between what OpenAI says it is and what it has become. The Microsoft risk factor is the one that lands most directly on that contradiction — because the company saying it might need to diversify away from its biggest investor is also the company whose value rests on compute that Azure provides, and whose IPO narrative rests on the credibility of that Azure relationship. The document does not resolve that tension. It just names it.

https://www.cnbc.com/2026/03/23/openai-risk-factors-microsoft-reliance-elon-musk-and-xai-lawsuits.html

https://www.reuters.com/technology/microsoft-weighs-legal-action-over-50-billion-amazon-openai-cloud-deal-ft-2026-03-18/

https://www.fintechweekly.com/news/elon-musk-openai-lawsuit-charity-donation-trial-april-2026

https://247wallst.com/investing/2026/03/24/what-openais-ipo-risk-disclosure-really-tells-us-about-microsofts-position/