Elon Musk's lawsuit against OpenAI is heading to a jury trial in March, a U.S. judge has confirmed. District Judge Yvonne Gonzalez Rogers found sufficient evidence to suggest that OpenAI's leaders had assured its original nonprofit structure would be maintained, a core claim in Musk's case.
Filed in 2024, Musk's lawsuit targets OpenAI and its co-founders, Sam Altman and Greg Brockman. He alleges they violated their initial contractual agreements by shifting focus from the nonprofit's founding mission—to develop AI for humanity's benefit—towards profit-driven ventures.
Musk, an early financial backer and co-founder of OpenAI, later launched his own for-profit AI company, xAI. He departed OpenAI's board in 2018, citing potential conflicts of interest with Tesla's AI development for self-driving cars. This followed the rejection of his bid to become CEO, a role ultimately given to Altman by the other co-founders.
Following his departure, Musk became a vocal critic of OpenAI's pivot to a for-profit model. He even made an unsolicited $97.4 billion offer to acquire OpenAI in February 2025, which Altman declined. Founded in 2015 as a nonprofit research lab, OpenAI began its shift away from its pure nonprofit structure in 2019. It established a "capped-profit" subsidiary designed to attract significant investment and top talent by limiting investor returns, a crucial step for scaling its ambitious AI development.
Despite Musk's legal challenge, OpenAI proceeded with its transformation, completing its formal restructuring in October 2025. The for-profit entity was established as a Public Benefit Corporation, with the original nonprofit retaining a 26% equity stake. Musk is now seeking monetary damages, claiming "ill-gotten gains" from OpenAI. He asserts his initial investment of approximately $38 million, alongside his guidance and credibility, was predicated on assurances that OpenAI would maintain its nonprofit status.
An OpenAI spokesperson dismissed Musk's lawsuit as "baseless and a part of his ongoing pattern of harassment."
District Judge Yvonne Gonzalez Rogers indicated her decision to advance the case was based on evidence suggesting OpenAI's leadership had indeed provided assurances that the organization's original nonprofit structure would be preserved, aligning with Musk's allegations. A jury trial is tentatively scheduled for March.
