OpenAI has cautioned investors and the public about unauthorized sales and investment schemes involving its equity, stressing that any transfer without the company’s written consent is void.
This was disclosed in a blog post by the company, published on Sunday, August 24, on its official website.
“All OpenAI equity is subject to transfer restrictions. This means that OpenAI equity cannot be directly or indirectly transferred unless the seller first obtains OpenAI’s written consent.
Any attempted transfer which includes any pledge, encumbrance, or other similar disposition that does not follow this requirement is void,” they stated.
Unauthorized investment schemes
The company explained that it had become aware of third parties promoting investment opportunities that claim to provide exposure to OpenAI’s equity. These schemes reportedly come in various forms.
- “sales of OpenAI equity
- investments in SPVs that own OpenAI equity
- tokenized interests in OpenAI equity or an SPV holding OpenAI equity
- ‘forward’ contracts and other forms of purported economic interests,” they said
OpenAI clarified that it does not endorse or participate in any of these transactions, which are a violation of our transfer restrictions and may result in the invalidation of the underlying equity.
Legal consequences
Artificial intelligence company further emphasized that unauthorized transfers could breach U.S. securities laws.
“Any transfers may also violate US federal or state securities laws, which impose significant restrictions on transfers of privately offered equity. A buyer or seller may have liability for those violations, and the transfer may be rescinded.”
The company advised investors to exercise caution when approached with such offers, noting that such offers could be misleading. The company explained that while not every investment opportunity involving its shares is necessarily fraudulent, many of them are structured in ways that attempt to bypass existing restrictions.
This means that if an investor buys into such schemes, whether directly through a supposed share sale or indirectly through vehicles like SPVs, tokenized products, or contracts, the transaction will not be recognized by OpenAI. As a result, the investor would hold no legitimate stake or financial benefit from the company.
To prevent this, OpenAI stressed that it will strictly enforce its transfer rules against both direct and indirect sales. The implication is that any investor who ignores the warning could risk losing their money entirely, since the equity or exposure they believe they own would carry no legal or economic value.
OpenAI urged the public to report suspicious offers of its equity by contacting the company directly via corp-legal@openai.com
What you should know
OpenAI recently secured $8.3 billion in a funding round that pushed its valuation to $300 billion, effectively surpassing long-standing heavyweight companies like AMD, Coca-Cola, and General Electric, and that deal included a standout $2.8 billion investment from Dragoneer Investment Group, marking one of the largest single-firm bets in modern tech funding
In March 2025, OpenAI locked in a $40 billion funding round led by SoftBank, which elevated its valuation to that same $300 billion figure, nearly double the $157 billion valuation it held in October 2024, bringing its total primary capital raised to nearly $58 billion
The company is now in early-stage discussions to sell employee shares, a move that could lift its valuation further to about $500 billion and make it the most valuable private startup on Earth
OpenAI already ranks among the world’s most valuable unicorns, and at a $300 billion valuation in 2025, stands shoulder to shoulder with other AI-led tech giants and stalwarts of the S&P 500.
