Concerns about company control over ex-employees' millions of dollars in shares arise among OpenAI former staff.

• As OpenAI's valuation continues to rise, the company is offering employees the opportunity to sell some equity through secondary transactions.
• Sources and internal messages indicate that former employees of OpenAI are concerned about the company's potential to compel them to surrender their stock holdings, which are valued at millions of dollars.
• A document from OpenAI stated that tender offers do not apply to ex-employees who now work at competitors.

CNBC has learned that OpenAI is planning to allow stakeholders to sell a portion of their shares every year, but the company, valued at over $80 billion, is taking a restrictive approach that has raised concerns among current and former employees about the startup's power to determine who participates.

The only way for shareholders to realize any value from their equity in OpenAI is through secondary stock sales, as the company's skyrocketing valuation following the launch of ChatGPT in late 2022 has made it too expensive to be acquired and there is no IPO on the horizon.

Recent reports have intensified concerns among current and former OpenAI employees about access to liquidity, according to internal interviews and documents. Those fears have been exacerbated by rumors that the company has the authority to reclaim vested equity, said sources who requested anonymity due to the confidential nature of the information they shared.

Recently, OpenAI released a document titled "Overview and Recap of OpenAI's Tender Process" to address concerns about equity purchases. This document detailed the company's past and future plans for handling equity purchases. The topic has been a major point of discussion at OpenAI and among former employees, as evidenced by internal documents, Slack messages, exit agreements, and conversations with multiple former employees.

According to a source, OpenAI plans to make one tender offer annually, but this may change depending on the company and market conditions.

OpenAI, a tech giant that has been at the forefront of the industry for the past 18 months, has recently announced a partnership with to integrate ChatGPT and Siri. With a $13 billion investment from , OpenAI operates under a unique "capped-profit" model, with a nonprofit serving as the governing entity for its for-profit subsidiary.

In less than seven months, Sam Altman was removed as CEO due to a disagreement with the board, but was reinstated shortly after due to an outcry from investors and employees.

The Federal Trade Commission and the Justice Department are set to launch antitrust investigations into Microsoft, OpenAI, and Nvidia, examining their influence on the AI industry. Meanwhile, OpenAI disbanded its team focused on the long-term risks of AI just a year after forming the group. This came after OpenAI co-founder Ilya Sutskever and Jan Leike announced their departures, with Leike writing in a post on X that OpenAI's "safety culture and processes have taken a backseat to shiny products."

The company has employed forceful methods to persuade employees to sign exit agreements that impact their stock holdings as OpenAI has expanded.

Failing to sign the exit documents, including the General Release, as mandated by company policy will prevent you from being eligible to participate in any future tender events or liquidity opportunities that we may sponsor or facilitate as a private company, as stated in the agreement viewed by CNBC.

To be eligible for tender events and liquidity opportunities, departing employees must adhere to "all applicable company policies, as determined by OpenAI."

OpenAI has reversed its decision to require former employees to sign a non-disparagement agreement that would never expire in exchange for keeping their vested equity in the company. An internal memo, obtained by CNBC, was sent to former employees and shared with current staff members.

Each former employee received a memo stating that they were required to sign a general release agreement with a non-disparagement provision in order to retain their Vested Units at the time of their departure from OpenAI.

"An OpenAI spokesperson apologized to CNBC after the company changed course, stating that the change in language did not align with their values or the company they aspire to become."

An OpenAI spokesperson stated in an email to CNBC on Monday that all eligible current and former employees have been given the same liquidity opportunities at the same price, regardless of their location or departure agreement. The company anticipates this policy to remain unchanged.

'Further questions to address'

A former employee who disclosed his OpenAI correspondence with CNBC requested additional confirmation from the company regarding the security of his equity and that of others.

"The ex-employee wrote in an email to the company in late May, "I believe there are additional questions that need to be addressed before I and other OpenAl employees can feel secure from retaliation against us through our vested equity. Could you please clarify if the company will exclude current or former employees from tender events under any circumstances? If so, what are those circumstances?""

The person inquired about the company's policy on forcing former employees to sell their units at fair market value under any circumstances and requested information on the specific circumstances that would trigger this requirement. He also asked OpenAI for an estimate on when his questions would be addressed, but has not yet received a response. OpenAI has stated that it responds to individual inquiries.

An employee who resigned last week wrote in OpenAI's "core" Slack channel that they were shocked and angered when they learned about the vested equity clawbacks provisions in their exit paperwork 2.5 weeks ago. The person's feelings were only strengthened by the details that came out later, and after hearing leadership's responses, their trust in them has been completely broken.

Altman's stated goal of building AGI responsibly was highlighted as a paradox by the person who tagged him in the message.

He wrote that you often discuss our obligation to safely develop AGI and distribute its benefits widely. However, how can you be trusted with this responsibility when you failed at the simpler task of not threatening to harm departing employees?

In the past, the company has allowed current employees to donate a portion of their vested equity to charity through "donation rounds," which provide tax benefits. However, former employees may not be eligible as these donation rounds are only available to active employees and are not guaranteed to occur, based on messages viewed by CNBC.

After OpenAI announced on Monday that it hired Sarah Friar, who was previously CEO of Nextdoor and CFO of Square, as its finance chief, much of the discussion around future stock issues will now likely include a new voice.

Since its inception in 2015, OpenAI has conducted three tender rounds. The first took place in mid-2021, followed by a round between April and June 2023, and the most recent round occurred between November 2023 and March 2024.

The sales limit for former employees was $2 million in at least two tender offers, while current employees had a sales limit of $10 million, according to an internal document.

OpenAI has a third tier for share sales that includes ex-employees who now work at competitors. This group participates in "direct secondary transactions facilitated directly between the buyer (OpenAI or pre-approved investors) and seller," according to an internal document.

The reason for separating current and former employees during the sale process is to avoid delaying the sale for existing workers and to determine how much equity they want to sell before committing to terms for those who have left, as stated in the document from OpenAI.

The third category was necessary to protect confidential information, as "by law, we must disclose certain information to all sellers and buyers in the same tender offer."

In past tender offers, we have shared confidential financial information and details about our Microsoft deals, even during ongoing and unannounced negotiations, as stated in the internal document.

EB Exchange founder Larry Albukerk stated on CNBC that companies have flexibility in handling tender offers, but if it's written in the contract, antagonizing former employees can negatively impact morale.

"Ultimately, employees will become ex-employees," Albukerk stated. "You're signaling that, the moment they depart, they're no longer part of our team, and we'll treat them as if they're on the opposing team. You want people to support them even after they leave."

Stock worth $0?

Some insiders expressed concern that the language in a corporate document related to Aestas, a company set up by OpenAI to manage its offerings, may result in ex-employees losing their equity.

The document states that if anyone leaves OpenAI, the company may redeem or cause the sale of their interest at any time and in its sole discretion, for cash equal to the fair market value of such interest.

According to former OpenAI employees, they were required to submit a document to the IRS stating that the fair market value of any unit grant they received was $0. CNBC obtained a copy of the document. The ex-employees informed CNBC that they had inquired with the company about whether this meant they could lose their stock without any compensation.

OpenAI has never canceled a current or former employee's vested equity or required a repurchase at $0.

The departure of ex-employees from OpenAI to work at competitors could pose legal issues, particularly in California.

In September, the FTC will implement a ban on non-compete agreements for for-profit companies, which will protect individuals from being penalized for accepting another job and will also cover any agreement that "harms a worker" or "prevents a worker from working at a competitor."

An attorney who wished to remain anonymous due to client conflicts in the industry stated that OpenAI's behavior towards its ex-employees could potentially provide a "plausible argument" for future litigation related to the non-compete issue. Meanwhile, another attorney who requested anonymity described it as "undue pressure."

"According to Doug Brayley, a partner at Ropes & Gray, private companies often have a lot of freedom to decide how they handle the repurchase of their equity."

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