What OpenAI’s Restructuring Means for Microsoft, AGI — and a Future IPO

Ed Elson speaks with Alex Heath, author of Sources and co-host of the Access podcast, about OpenAI’s completed restructuring and the launch of its new for-profit arm. Then he and Scott Galloway dive into Amazon’s largest layoff in company history and what it signals about the stock. Finally, Ed explains why—even after hitting a $4 trillion valuation—he’s still not bullish on Apple. Check out our latest Prof G Markets newsletter Order "The Algebra of Wealth" out now Subscribe to No Mercy / No Malice Follow Prof G Markets on Instagram Follow Ed on Instagram and X Follow Scott on Instagram Learn more about your ad choices. Visit podcastchoices.com/adchoices

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• 0:01Speaker 00

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• 1:30Ed Elson?

  Today's number 40. That's how many miles per hour dolphins can swim. One of the fastest animals in the world. We initially wrote this joke without a punchline, but we later realized that would defeat the purpose.

• 1:45Speaker 07

  Money markets mad. If money is evil, then that building is hell.

• 1:55Ed Elson?

  Welcome to Prof G Markets. I'm Ed Elson. We are kicking it off with one of our worst jokes in history, but we love it. It is October 29th. Let's check in on yesterday's market vitals. The major indices closed at record highs driven by new AI deals and strong third quarter earnings. Nvidia led the gains up 5% after making several announcements at its GTC conference, including a partnership with Nokia. Microsoft rose 2% and rejoined the $4 trillion club. So did Apple. More on that in a second. Gold fell to a three week low as investors maintained optimism for a US-China trade deal. And all eyes were on the Fed as they kicked off their two-day policy meeting. Investors are expecting

• 2:39Ed Elson?

  a 25 basis point cut today.

• 2:43Ed Elson?

  Okay, what else is happening? OpenAI is officially going corporate. The company announced that it has completed its long-awaited restructuring and has established its for-profit entity, OpenAI Group. This shift gives OpenAI the flexibility to raise billions in new funding, and crucially, it clears the path towards a potential IPO. Under the new setup, OpenAI's nonprofit arm legally controls OpenAI Group. With a 26% equity stake valued at $130 billion, the nonprofit also has the power to appoint the company's board. Meanwhile, Microsoft, which first invested in OpenAI in 2019, they own roughly 27%. The remaining 47% is split

• 3:26Ed Elson?

  among the employees and other investors. The deal solidifies Microsoft's role as a major partner. It expands Microsoft's rights to use OpenAI's models. It also means OpenAI will purchase $250 billion worth of Azure services over time. There is a caveat, though, and that is that Microsoft will no longer have a right of first refusal to serve as OpenAI's compute provider. That will give OpenAI the freedom to work with other cloud partners. A lot there. Here to unpack what this restructuring really means, we are speaking with Alex Heath, author of the Sources newsletter and co-host of the Access Podcast. Alex, good to see you. Good to see you, Ed. We want to get your reactions to this OpenAI restructuring, or at least the announcement

• 4:10Ed Elson?

  of the restructuring. It's a little complicated, but that's the nature of OpenAI. Give us your read on what this actually means and what we're seeing here.

• 4:20Alex Heath?

  Yeah, a few things. I mean, for OpenAI top level, it means an IPO is definitely coming.

• 4:25Ed Elson?

  Yeah.

• 4:25Alex Heath?

  I wouldn't be surprised if it happens next year, honestly. I think they want to take advantage of a hype. And if they didn't have this nonprofit structure, they would have probably gone out this year, is my guess, just given the momentum that they have. So that's, that's the OpenAI top level. The Microsoft top level is that Microsoft is essentially traded upside in equity. I mean, they still own a significant portion, but they're actually diluting their ownership stake from, I think, thirty-two-point-five-ish percent to twenty-seven percent. But they extracted two-hundred-and-fifty billion in Azure contract commitments from OpenAI in return. So basically, accepting that dilution

• 5:11Alex Heath?

  and upside on equity for, you know, this massive Azure buy. So you can read into that how you will. And then OpenAI gets a little more flexibility, but not a ton, honestly. They didn't get a ton of concessions from Microsoft on exclusivity. They can use different cloud vendors, which they already were, but Microsoft still has, you know, exclusive rights to the IP through at least 2030. And I guess lastly, that would be the other top line is we are definitely going to get OpenAI calling AGI by 2030 because a key line in this is that, basically, by then, they'll have the ability to back out of parts of the exclusivity arrangement with Microsoft if AGI is achieved.

• 5:55Ed Elson?

  I have more questions on that. Just on the restructuring nonprofit versus for-profit. I think most people know OpenAI is slash was a nonprofit, but it's not totally clear to people. Could you just give us like the history of, is this a nonprofit or is it not? And what does the history look like?

• 6:16Alex Heath?

  Well, the reason this has taken so long for them to do this restructuring and why attorney generals have been looking into it, there's been lawsuits about it, Elon has been suing about it, is that OpenAI has been this whole time, even the last few years, legally a nonprofit in California. And what they've been trying to do is create this public benefit corporation subsidiary, which they finally are now saying they have done, to be able to offer equity like a normal company. And for people to understand, I mean, the last time we were really reminded of OpenAI being a nonprofit was when Sam Altman was suddenly fired for a weekend a few years ago. And it was because the nonprofit board had the ability to do that, and they surprised him and did that.

• 6:58Ed Elson?

  Right.

• 6:59Alex Heath?

  Technically, that can still happen under this. So the nonprofit, that was the key thing in the deliberations with the attorneys general in Delaware and California, is that the nonprofit board is still, from a governance perspective, in control of the for-profit subsidiary. So that hasn't really changed. What's changed is that the people on that nonprofit board, I would say, are more friendly to Sam Altman than they were a few years ago. And obviously, OpenAI was in a very different phase. But that's a curious part of this, is like, the governance isn't really changing, but for some reason, this is okay with regulators. I mean, the nonprofit is getting a massive stake in OpenAI, you know, 26-ish percent stake worth a lot of money. It's the most, you know, technically valuable nonprofit in

• 7:44Alex Heath?

  the country by far. But I'll be waiting to see how empowered this nonprofit actually is, is that fund, are those funds going to be liquid at all? Are they going to be something they actually use for social good use cases, whatever? I think all that very much remains to be seen. And then another just random part of this that is, Sam Altman still does not own any direct equity in OpenAI, even after this restructuring. I think some people were expecting him to get like, maybe 5%, 10% of the company as the face, and he still has no direct equity, as far as we know, which is very unusual.

• 8:19Ed Elson?

  Just want to read you the, from the press release, "OpenAI was founded in 2015 as a nonprofit. Its mission is to ensure artificial general." Intelligence benefits all of humanity today. OpenAI remains a nonprofit dedicated to that same mission. So they're still a nonprofit, but they own the subs. There's a subsidiary that is a for-profit, which they own a stake of. But there does seem to be a lot of emphasis coming from OpenAI that no, no, our values haven't changed. We're still a nonprofit. We're still interested in benefiting humanity. The the for-profit entity is a public benefit corporation. It's a B Corp. So it's it's kind of about, you know, helping people.

• 9:04Ed Elson?

  I guess my BS meter goes way up when I start hearing about this. Okay, so I'm glad you agree. We hear about the governance and you mentioned that, you know, that the the board still has, you know, some control. But I think what is so interesting is that's what they said last time. They kicked out Sam Altman when it was tested whether or not this was really about benefiting humanity versus making profits. The board said, no, he's he's flouting safety precautions and we're going to kick him out. And then they got Sam Altman back in. They got rid of all of the board directors who didn't like him. And now they have a bunch of board directors who do like him, who are business leaders and pro AI.

• 9:48Ed Elson?

  To me, it all smells a little bit like BS. They say it's nonprofit. They say it's cap profit. Ultimately, this is just a company and they're going to make money. And Sam Altman may not have some equity, but he's going to make money somehow. Your reactions?

• 10:01Alex Heath?

  I think you're right. My BS meter is very high on this as well. I think I know he's already a billionaire. I know he makes fun of people who ask him this question about like, why don't you have equities? Like, I don't need the money. There's that famous clip of him talking to senators where he's like, you know, I do this because I love it, right? I get all that. At the same time, you are not the face of the hottest company in the world and not owning direct equity in it. If you had any say in it, there's something weird going on with this that raises the fishy meter for me. And I assume will come out at some point. But I think the big picture here, because this is very confusing, as we're saying, like, it's still a nonprofit. What's really changing? The headline for me this week was the Microsoft relationship changing.

• 10:45Ed Elson?

  Right.

• 10:46Alex Heath?

  And how they're going to declare AGI, which was very contentious before. Basically, before if OpenAI said, hey, we've got AGI now, then all of a sudden, Microsoft would lose access IP rights to all of OpenAI's products. And it would also stop getting 20% of its revenue, which is something that's going to continue. Microsoft is going to continue to be entitled to 20% of OpenAI's revenue. And now what's basically happened is there's going to be this independent panel that verifies if AGI has been reached. We don't know who's going to be on that panel, how that governance will work, still a lot of questions there. And then after they say that AGI has achieved this panel, Microsoft would only then lose access to the research that OpenAI does.

• 11:28Alex Heath?

  So basically, research into future models, but Microsoft will continue to have access to the IP. So I guess this post AGI IP is not so important for OpenAI to fight for and have on its own as it was before. They're willing to let that also be used by Microsoft. So maybe AGI isn't going to be as transformational as we all thought.

• 11:48Ed Elson?

  It sounds like we're going to see an absolute storm of lawsuits down the road. I mean, when we achieve AGI, who's to say what that actually means? And I think of this, as we just see, OpenAI is going to purchase $250 billion worth of compute from Azure, from Microsoft. That's in addition to the trillion dollars in spending that they are promising to spend over the next several years. I don't know if you saw this Financial Times report, but they basically learned that a lot of the deals that OpenAI is making, they're not even getting legal counsel on these deals. In fact, he's giving it to Greg Brockman, who's like the technologist, and letting him hash out these deals.

• 12:32Ed Elson?

  This looks like the same thing. So I just want to get your reactions to like, you know, how buttoned up are these deals really? That $250 billion number, do you believe that's actually going to happen?

• 12:44Alex Heath?

  Um, do I believe that's going to happen? I mean, do I believe that, you know?

• 12:52Alex Heath?

  I'm going to make millions and millions of dollars next year. Like, yes, I believe it. Will it happen? Who knows? I hope so. That would be awesome. Um, I think, I think these numbers, including this 250 billion Azure thing is like, if everything goes according to plan, that's the number then that you should anchor to. I would actually say that for all these deals. The Nvidia one, the AMD one, all these, like, these big trillion-plus numbers are, that is what will happen if everything works. I think that's like the pie in the sky, best-case scenario. So, no, I don't, I would be shocked if OpenAI actually spends an additional 250 billion with Azure. Maybe they do. Maybe I'll eat my words there. But yeah, these, these deals are very much handshake-like if it works right now.

• 13:37Ed Elson?

  All right. Alex Heath, author of The Sources newsletter, co-host of the Access Podcast. And you've got your launch party next week, which I am very excited for.

• 13:45Alex Heath?

  Yeah. You're gonna be there, right?

• 13:46Ed Elson?

  I, I will be. I'm very excited. It'll be great. Thanks for joining us.

• 13:50Alex Heath?

  Thanks for having me.

• 13:53Ed Elson?

  After the break, a look at Amazon's layoffs. If you're enjoying the show, give Prof G Markets a follow.

• 14:06Speaker 00

  This episode is brought to you by Michelob Ultra. Good times mean competitions between you and your friends, like seeing who can throw some pigskin the farthest or rush the field the fastest. Winner gets an Ultra. Because it's not just a superior-like beer, it's also giving fans superior access to their favorite sporting events. Superior is worth playing for. Visit michelobultra.com/superioraccess to enter. Enjoy responsibly. Copyright 2026 Anheuser-Busch InBev Michelob Ultra Beer, St. Louis, Missouri.

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• 15:39Ed Elson?

  We're back with Prof G Markets. Amazon just announced its largest layoff in company history. The company plans to cut as many as 30,000 white collar workers in total, or about 10% of its corporate staff. The first wave of layoffs started yesterday with an initial 14,000 firings. Amazon says that the goal is to run leaner in order to fund its AI efforts. Ultimately, they hope to, quote, "operate like the world's biggest startup." For more on this and Amazon's approach to cutting jobs, we're going to give Scott a call.

• 16:18Ed Elson?

  Scott, good to see you.

• 16:19Scott Galloway?

  Good to see you, Ed.

• 16:20Ed Elson?

  We want to get your reactions to this Amazon news. They are cutting as many as 30,000 white collar jobs, 10% of the corporate staff. This is one of the biggest layoffs we've ever seen, certainly the biggest layoffs we've seen in the history of Amazon. Your reactions to the news?

• 16:38Scott Galloway?

  Well, I think it's important to just set some context. I think hiring is up more than 50% since COVID. So while this is definitely a huge layoff, and I don't want to diminish the impact on the people who are getting laid off, what does this take them back, 12 or 24 months? I mean, it's not, this isn't...

• 16:57Scott Galloway?

  You know, it's a dramatic top line or a headline number, but the reality is when you're growing as fast as these companies, it's good business practice to occasionally hit the pause button and reevaluate the size of the company. I mean, Alphabet has done this a bunch of times since they went public 20 years ago. And the thing that sort of blows me away here is that I think that Amazon is on the precipice of just an absolute monster quarter in terms of earnings. I don't think it'll happen in their next earnings call because they'll have to expense a lot of the severance costs and they'll still effectively be paying most of these people. But say the earnings call after the holiday season,

• 17:41Scott Galloway?

  I think what we're going to see is a replay of what I think is one of the most seminal earnings calls in history, and that's when Meta announced that they had grown their revenue 23% with 20% fewer headcount, taking the earnings up 70%, and it just sent the stock skyrocketing. I think that's what Amazon is setting up to do. And the other thing to keep in mind is this was coming because if you look at what's happened over the last several years at Meta, Alphabet, and I don't know if it's Apple, Meta and Alphabet, their revenue per employee is up between 30 and 60%. The revenue per employee at Amazon is

• 18:22Scott Galloway?

  off or has declined 25%. And I believe that while everyone's talking about AI, the killer application of AI may not be, you know, getting therapy or trying to figure out, you know, how to power an Uber without the driver in front. It might be making automation more efficient and that much more productive and bringing down the cost of automation. So the ultimate application of AI might be robotics. And Amazon has been making these huge investments early and often, and I think they're on the verge of recognizing the return on that. And it's also kind of an interesting evolution of the company because the thing

• 19:04Scott Galloway?

  that has driven margin expansion for Amazon has been AWS and Amazon Media Group, which is basically forcing third-party retailers to buy ads on their platform, which, as you can imagine, has extraordinary margins. But I now believe they're turning their focus back on their biggest business by gross dollar revenue, and that's their retail business. And they're about to show remarkable efficiencies at the hands of automation. So the net-net is last year, every year we do a predictions stack. Last year, we predicted, and we like to pick our big tech stock of the year. Last year, we picked Alphabet because it was trading at a P of 17 versus the average of 24 at the S and P. Stock is up 60%. Amazon's a relative

• 19:47Scott Galloway?

  underperformer, only up 20%, which is not that amazing, given the acceleration in the broader market. I think our pick this year for 26 is going to be Amazon. I think Amazon is about to, in two earnings calls, announce a meta-like earnings call from last year.

• 20:04Ed Elson?

  Yeah. Meanwhile, trading at its lowest multiple in many years. The layoffs, is it AI? I mean, you mentioned that there's the bloat that we saw after COVID. A lot of these companies are hiring. Now they're going to get rid of 30,000 jobs. Is that AI replacing them, you think?

• 20:23Scott Galloway?

  Yeah, I think it's essentially productivity. I mean, if you look at Europe, Europe was at $45 per employee in 1995, and the US was at $45 per employee. As we sit here today on an inflation-adjusted basis, the US is at $70, and Europe is at 45. And is it because American workers are working harder? No, it's because they are armed with technology to make them more productive. So the remaining Amazon employees, which is still an enormous employee base, I think they're now the largest employer outside of the armed services, I think the largest employer in America, is about to get much more productive. And I

• 21:05Scott Galloway?

  think, to your point, I think Amazon trades at its five-year average P is like 60, and it's down to 30 or 33. So it looks relatively cheap for a company that's The second biggest retailer in the world, growing faster than any other, you know, growing faster than Walmart with the number one cloud unit. And also, you know, throw in, throw in rocket launch capabilities that might end up being a big growth vehicle. But this is, I think Amazon is poised to be, to sort of catch up, if you will, and recognize kind of some of that monster growth. The existential threat that has taken their PE from whatever it is, 60 to 33,

• 21:47Scott Galloway?

  has been that their dominant position in the cloud feels threatened because the AI component or the AI capabilities of their cloud offering are reportedly substandard to say a Gemini or what Microsoft Azure is offering. But I think Andy Jassy doesn't get the credit he deserves as an operator. I would describe kind of Bezos as a Jobs like visionary and Jassy as a Tim Cook like operator. I think he's just very focused on the blocking and tackling. But I think this, I think they're setting themselves up for an absolute explosion in earnings.

• 22:26Ed Elson?

  All right. Thank you, Scott. Appreciate your time.

• 22:29Scott Galloway?

  All right, brother. Good night.

• 22:35Ed Elson?

  Nearly 50 years after its founding, Apple is officially a $4 trillion company. The iPhone maker reached that milestone yesterday for the first time ever. It joins Microsoft and Nvidia as the only companies in history to hit $4 trillion in market cap. Now, what pushed it to $4 trillion yesterday? Actually, not much. The stock rose only 0.1%. It was already teetering at $4 trillion. The real rally actually happened last week when a company called Counterpoint Research published a research report on iPhone sales.

• 23:14Ed Elson?

  A report that Wall Street was quite happy about. The report basically found that in the 10 days after the release of the new iPhone 17, sales were up 14% compared to the release of the previous iPhone, iPhone 16. And basically, that news restored investors' faith, not just in the iPhone, but also in Apple itself, the long-term potential of Apple. The iPhone is the engine of the company, and it appears sales are going up. So that's what drove the stock up. The market was very excited about this report and what it says about Apple's future. Fair enough. We, however, take a different view. We were actually less impressed by this report, in which we learned that it's actually

• 23:56Ed Elson?

  sales volume that is up 14%, i.e. they're selling more devices but not necessarily generating more dollars. And the reason that is important is because the main driver of that growth was volume sales of the cheaper model. In other words, many consumers of the iPhone appear to be downgrading. So the questions you have to ask here are, one, will this translate to a meaningful increase in revenue? Not totally clear. And two, how much does a third-party report on the first 10 days of sales actually tell you about the long-term trajectory of the business? And does it warrant this valuation? And does it warrant $4 trillion in market cap?

• 24:41Ed Elson?

  We're not so sure. So, yes, Apple hit $4 trillion, and yes, investors are optimistic, but we think the company is still overvalued. And we don't think this justifies a higher multiple than every other big tech company. Why? Well, there are still some major question marks for Apple. For one, there's AI. Apple is behind on AI, not just in terms of spending. They've spent $12 billion, the others have spent nearly $400 billion, but also in terms of performance. Siri 2.0, which was supposed to be the future of AI at Apple, that is still nowhere to be found. Meanwhile, they are losing talent, several executives working on Apple's AI. They have been poached by Meta, including the leader of the foundational model team.

• 25:26Ed Elson?

  And this is important. Because Apple's growth opportunities are quite slim. The iPhone has basically hit critical mass. In fact, their share of global phone shipments is actually lower than it was in the 2010s. Meanwhile, their watch sales have been falling, down 20% last year. And the growth engine that they pitched us, that is the Vision Pro headset, the VR AR headset, that has been a total flop. An estimated half a million units have been sold. That is essentially a rounding error for Apple and the plans for the Apple Vision Pro 2 have actually been abandoned. Now, this isn't to say that Apple isn't one of the most impressive and dominant companies in the world and in history, really.

• 26:09Ed Elson?

  And this isn't to take away from that $4 trillion milestone. It is incredible, but we do want to be clear about where we stand right now. The company is now trading at 37x earnings. It's trading at a higher multiple than any of the Mag 7 stocks apart from Tesla. It is being valued as if it were a growth company. But it isn't a growth company. It's a legacy company. And this research report, promising as it is, doesn't do much to dispute that central point. The company will report earnings this week. Perhaps they'll tell us something new. Perhaps they'll tell us something very impressive that will change our minds. But for now, our position remains the same.

• 26:52Ed Elson?

  We are not very bullish on Apple, not at $4 trillion. If we had to invest in a Mag 7 stock, the last on our list would be Tesla, but second to last would be Apple.

• 27:05Ed Elson?

  Okay, that's it for today. This episode was produced by Claire Miller, edited by Joel Patterson and engineered by Benjamin Spencer. Our associate producer is Alison Weiss. Our research team is Dan Shalun, Isabella Kinsel, Chris Noddenhugh and Mia Silverio. And our technical director is Drew Burrows. Thank you for listening to Prof G Markets from Prof G Media. If you liked what you heard, give us a follow. I'm Ed Elson. I will see you tomorrow.

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