The Musk v. Altman trial is underway, and that means exhibits, or the evidence to be presented in court, are being revealed piece by piece. So far, email exchanges, photos, and corporate documents are circulating from the earliest days of OpenAI — and from before the AI lab even had a name. Some high-level takeaways: Nvidia CEO Jensen Huang gave OpenAI an in-demand supercomputer, Musk largely drafted OpenAI’s mission and heavily influenced its early structure, OpenAI CEO Sam Altman appeared to want to lean heavily on Y Combinator for early support for OpenAI, OpenAI president Greg Brockman and Ilya Sutskever worried about Musk’s level of control over the company, and Musk highlighted the importance of a nonprofit with a mission of broadly beneficial AI.
Musk’s buzzy lawsuit, which began its jury trial on Monday in a federal courtroom in California, names Altman, Brockman, and OpenAI investor Microsoft as defendants. The claims vary against each party and have included breaching OpenAI’s charitable trust, fraud, and unjust enrichment. But ultimately, Musk’s lawsuit boils down to whether or not OpenAI deviated from its founding mission of ensuring that artificial general intelligence — an often vaguely defined term that denotes AI systems that equal or surpass human intelligence — benefits all of humanity. It’s the latest in a yearslong string of legal actions against OpenAI and its executives by Musk, who cofounded the AI lab alongside Altman and Brockman and was an early investor. (Musk also owns xAI, an AI lab that directly competes with OpenAI, and is owned by parent company SpaceX.)
Former OpenAI employees and people close to both companies have been watching this particular lawsuit with a close eye, since the outcome of a jury trial could have affected how OpenAI runs its business and controls its quickly advancing technology. Plus, OpenAI and SpaceX are both reportedly racing to go public this year, so they’re more in the public eye than ever.
The lawsuit discovery process had already unearthed a lot of eyebrow-raising communications between AI industry executives, from emails between Altman and Sutskever to entries from Brockman’s own diary. Even texts between Meta CEO Mark Zuckerberg and Musk were made public. But that was all before the jury trial started — now, there’s even more set to be revealed.
Here’s an exhaustive list of all the exhibits that have been made public so far and the biggest takeaways from each one. Admittedly, not every item is necessarily interesting, so we’ve flagged the most important ones with an asterisk. The Verge will keep updating the list as more are added.
A June 2015 email exchange between Altman and Musk. Altman lays out a five-part plan involving an AI lab with a mission to “create the first general AI and use it for individual empowerment—ie, the distributed version of the future that seems the safest. More generally, safety should be a first-class requirement.”
He suggests that they start with seven to 10 people and expand from there, using an extra Y Combinator building located in Mountain View. Governance-wise, Altman names five people to start, proposing himself, Musk, Bill Gates, Pierre Omidyar, and Dustin Moskovitz. “The technology would be owned by the foundation and used ‘for the good of the world’, and in cases where it’s not obvious how that should be applied the 5 of us would decide,” Altman writes. He adds that the researchers working at the lab would have “significant financial upside … uncorrelated to what they build, which should eliminate some of the conflict,” and suggests paying them a “competitive salary” and awarding them equity in Y Combinator. He also says they should get someone to “run the team” but that that person “probably shouldn’t be on the governance board.”
Altman goes on to ask Musk whether he’ll be involved in the AI lab in addition to governance, potentially coming by once a month to talk about progress or at least being publicly supportive to help with recruiting. As a model, he names Peter Thiel’s “part-time partner” involvement at Y Combinator.
Finally, Altman mentions a “regulation letter,” seeming to imply that the AI lab was going to write a letter calling for AI regulation. He says he’s happy to leave Musk off as a public signatory.
In an October 2015 email exchange between Altman and Musk, Altman suggests starting with a $100 million commitment by Musk and asks if he could donate an additional $30 million over the next five years. He says Bill Gates isn’t yet committed to donating but that he hopes to “have him locked down next week,” adding that he believes Mark Zuckerberg likely won’t come through due to his own AI lab, Facebook AI Research (FAIR). He also suggests that he and Musk start as the first two members of the Safety Board with the potential to add three other members over the following year, calling it the “‘second key’ for releasing anything that could be dangerous.”
Musk responds, “Let’s discuss governance. This is critical. I don’t want to fund something that goes in what turns out to be the wrong direction.”
In a November 2015 email exchange between Musk and Altman, the two discuss plans for the forthcoming AI lab. Musk starts off by recounting a “great call with Greg [Brockman]” and saying he’s “super impressed with everyone so far,” calling it a “great team.” He suggests creating the lab as an “independent, pure play 501c3, but with a crystal clear focus on the positive advent of strong AI distributed widely to humanity.” He says the company would “still aim to bring in revenue in excess of costs at some point, but positive net revenue would just flow to cash reserves.”
With regard to compensation for employees, Musk suggests a cash salary and certain bonuses. He says that if Altman is amenable, employees could convert cash to stock in Y Combinator, adding that it’s fine if they’d rather convert some or all to SpaceX stock instead. (“I can pretty much do what I want on the SpaceX side, as it is private (thank goodness),” Musk writes.) He also offers “insane amounts of real world sensor data” from Tesla for the AI lab to use, mentioning that the amount of data is “several orders of magnitude greater than any other company.”
Musk’s first stab at a name for the AI lab is “Freemind,” as he says it “conveys the sense that we are trying to create digital intelligence that will be freely available to all — the opposite of Deepmind’s one-ring-to-rule-them-all approach.” He also says he’ll dedicate whatever amount of his time is useful, even though that could mean less time allocated to SpaceX and Tesla. “If I really believe that this is potentially the biggest near-term existential threat, then action should follow belief,” he writes. He adds later that, despite seemingly trying to be essentially a silent partner, he has to “bite the bullet on admitting real involvement. This will come as a shocker to many, but so be it. Can’t be lukewarm about this.”
Altman suggests the AI lab share a building with Y Combinator and use the incubator’s legal team to help get it started. He also suggests the names “Axon” or something related to famed computer scientist and mathematician Alan Turing.
Musk writes, “Something Turing-related that doesn’t sound too ominous might be good. Want to avoid the Turing Test association though, as that sounds too much like we are replacing humans.”
A December 2015 email exchange between Altman and Musk drafts the opening paragraphs of OpenAI’s mission and press release. Musk says the “whole point of this release is to attract top talent.” The two go back and forth on wording, and the final product ends up not straying too much from Musk’s original draft.
Musk writes in his draft that “the outcome of this venture is uncertain and the pay is low compared to what others will offer, but we believe the goal and the structure are right.” Altman writes in his draft that “because we don’t have any financial obligations, we can focus on the maximal positive human impact and disseminating AI technology as broadly as possible.”
OpenAI’s official articles of incorporation, filed December 8th, 2015. The document states that OpenAI “shall be a nonprofit corporation organized exclusively for charitable purposes” and that its purpose is “to ensure that artificial general intelligence benefits all of humanity, including by conducting and/or funding artificial intelligence research. The corporation may also research and/or otherwise support efforts to safely develop and distribute such technology and its associated benefits, including analyzing the societal impacts of the technology and supporting related educational, economic, and safety policy research and initiatives.”
The document continues, “The resulting technology will benefit the public and the corporation will seek to distribute it for the public benefit when applicable. The corporation is not organized for the private gain of any person.”
An April 2016 email exchange between Musk and Nvidia CEO Jensen Huang. Musk asks Huang if the OpenAI team can buy an early unit of a supercomputer, making sure to highlight that “OpenAI is unaffiliated with Tesla. It is a non-profit funded by me and a few others with the goal of developing safe AGI (and hopefully not paving the road to hell with good intentions).”
Huang responds that he “will make sure OpenAI gets one of the first ones.”
A photo of Jensen Huang ostensibly dropping off said computer. Elon Musk stands nearby.
On the wall behind him is a lengthy quote sometimes attributed to US Navy Admiral Hyman G. Rickover, which is echoed in a 2013 blog post by Altman. (The Verge couldn’t immediately confirm the whole quote was said by Rickover; in a US Navy post attributed to the admiral, only part of the quote appears: “Man has a large capacity for effort. But it is so much greater than we think it is, that few ever reach this capacity.”)
In an August 2017 email exchange between Musk and Shivon Zilis, Musk’s chief of staff who eventually sat on OpenAI’s board, and with whom Musk would eventually share multiple children. Zilis writes a recap of her meeting with Brockman and Sutskever, laying out seven unanswered questions. She says Brockman and Sutskever are fine with Musk spending less time on the company and having less control, or spending more time and having more control, but not less time and more control. They also hope to raise significantly more than $100 million to start, as they worry the data center they need alone would cost that much. She says Brockman is relatively set on an equal equity split. They also, she writes, worry about Musk’s control over the company. In her notes recapping their concerns, Zilis writes, “Is the requirement for absolute control? They wonder if there is a scenario where there could be some sort of creative overrule position if literally everyone else disagreed on direction.”
The biggest point of tension, Zilis writes, seems to be on Musk’s duration of control over the company, despite his ownership stake. “The non-negotiable seems to be an ironclad agreement to not have any one person have absolute control of AGI if it’s created. Satisfying this means a situation where, regardless of what happens to the three of them [Greg, Ilya, and Sam], it’s guaranteed that power over the company is distributed after the 2-3 year initial period … An ironclad 2-3yr minority control agreement, regardless of the fates of Greg / Sam / Ilya.”
Musk responds, “This is very annoying. Please encourage them to go start a company. I’ve had enough.”
A September 2017 email to Musk from Jared Birchall, an adviser to Musk and manager of his family office. He attaches a “more user friendly version of the cap table that Ilya and Greg are proposing.”
In it, Musk is reflected as having 51.20 percent equity, with Altman, Sutskever, and Brockman each having 11.01 percent. There’s also reserved equity for employees, and the cap table denotes each initial employee’s name or nickname followed by a proposed amount of equity.
A November 2015 email exchange between Musk and Altman, in which Altman references what seems to be one of the first names and structures considered for the AI lab — Y Combinator AI.
Altman writes that the “plan is to have you, me, and Ilya on the Board of Directors for YC AI, which will be a Delaware non-profit,” adding, “We will write into the bylaws that any technology that potentially compromises the safety of humanity has to get consent of the Board to be released, and we will reference this in the researchers’ employment contracts.”
Musk disagrees in his response: “I think this should be independent from (but supported by) YC, not what sounds like a subsidiary. Also, the structure doesn’t seem optimal. In particular, the YC stock along with a salary from the nonprofit muddies the alignment of incentives. Probably better to have a standard C corp with a parallel nonprofit.”
In a December 2016 email exchange between Musk and his Neuralink associates, he brings up his concerns about beating Google Deepmind again, writing, “Deepmind is moving very fast. I am concerned that OpenAI is not on a path to catch up. Setting it up as a non-profit might, in hindsight, have been the wrong move. Sense of urgency is not as high.”
In June 2017, Musk writes an email saying he hired Andrej Karpathy away from OpenAI to be director of Tesla Vision, saying, “The OpenAI guys are gonna want to kill me, but it had to be done…”
In July 2017, Musk writes in an email to Sutskever and Brockman that China “will do whatever it takes to obtain what we develop. Maybe another reason to change course.” Brockman says he agrees, and that the path ahead should be an “AI research non-profit (through end of 2017), AI research and hardware for-profit (starting 2018), [and] government project (when: ??).”
As a token of appreciation for their work at OpenAI, Musk offers to give Sutskever, Brockman, and others on the team Tesla Model 3 cars that are “not available to the public.”
Musk asks in August 2017 if Altman, Sutskever, and Brockman can meet to discuss the “next step” for OpenAI — and volunteers “the haunted mansion [he] just bought near SF,” although it’s “kinda crazy and weird and will have party carnage.”
An email exchange between Musk and Birchall, his money manager, later in August 2017. Birchall writes that for now, he’s “held off” on giving OpenAI Musk’s typical quarterly $5 million donation and asks if he should continue holding off. Musk responds affirmatively.
A September 2017 email exchange between Musk, Brockman, and Sutskever, with Sutskever suggesting that Musk have three board seats and Brockman, Sutskever, and Altman each have one. Musk responds that he believes he should have the right to appoint four board seats and later compliments the three others.
Musk writes, “I would not expect to appoint [the four board seats] immediately, but, like I said I would unequivocally have initial control of the company, but this will change quickly. The rough target would be to get to a 12 person board (probably more like 16 if this board really ends up deciding the fate of the world) where each board member has a deep understanding of technology, at least a basic understanding of AI and strong & sensible morals.”
A September 2017 email exchange between Brockman and Musk, with Altman and Sutskever CC’d. Brockman and Sutskever propose a cap table for Musk’s approval, with Brockman noting that himself and Altman are able to invest a lot more than Sutskever, but Sutskever can invest more than $2.5 million if he takes a loan from Altman and/or Brockman securitized by stock he owns.
Musk replies, “Guys, you are pushing too hard here. I’m not ok with this.”
A September 2017 text message from Musk to Zilis and others. Musk writes, “We should get going on creating the OpenAI B Corp, as I promised Greg and Ilya. Let’s discuss this eve. Still no word from Sam Altman btw.”
A September 2017 email exchange between Altman, Musk, Zilis, Brockman, Sutskever, and Musk’s chief of staff Sam Teller. It paints a picture of a two-sided negotiation with peak tension, with Musk and Altman essentially on one side and Brockman and Sutskever on the other.
To Elon, Brockman and Sutskever write, “Elon: We really want to work with you … Our desire to work with you is so great that we are happy to give up on the equity, personal control, make ourselves easily firable — whatever it takes to work with you.” However, they write they were concerned about Musk’s control over the future technology OpenAI may put out.
“The current structure provides you with a path where you end up with unilateral absolute control over the AGI,” the two write to Musk. “You stated that you don’t want to control the final AGI, but during this negotiation, you’ve shown to us that absolute control is extremely important to you. As an example, you said that you needed to be CEO of the new company so that everyone will know that you are the one who is in charge, even though you also stated that you hate being CEO and would much rather not be CEO. Thus, we are concerned that as the company makes genuine progress towards AGI, you will choose to retain your absolute control of the company despite current intent to the contrary. We disagree with your statement that our ability to leave is our greatest power, because once the company is actually on track to AGI, the company will be much more important than any individual.”
The two also touch on the team’s often-mentioned fears about Deepmind’s Demis Hassabis. To Musk, they write, “The goal of OpenAl is to make the future good and to avoid an AGI dictatorship. You are concerned that Demis could create an AGI dictatorship. So do we. So it is a bad idea to create a structure where you could become a dictator if you chose to, especially given that we can create some other structure that avoids this possibility.”
Brockman and Sutskever have different concerns for Altman himself, though.
In the part of the message directed at Altman, they write, “We haven’t been able to fully trust your judgements throughout this process, because we don’t understand your cost function. We don’t understand why the CEO title is so important to you. Your stated reasons have changed, and it’s hard to really understand what’s driving it.” Separately, they question some of Altman’s motivations, asking him, “Is AGI truly your primary motivation? How does it connect to your political goals? How has your thought process changed over time?”
Altman responded to the email that he “remain[ed] enthusiastic about the non-profit structure!”
A September 2017 response from Musk to the above concerns detailed by Brockman and Sutskever. Musk writes, “Guys, I’ve had enough. This is the final straw. Either go do something on your own or continue with OpenAl as a nonprofit. I will no longer fund OpenAl until you have made a firm commitment to stay or I’m just being a fool who is essentially providing free funding for you to create a startup. Discussions are over.”
A September 2017 email exchange between Zilis and Musk. Zilis recounts some of Altman’s feelings, like the idea that Altman “lost a lot of trust” for Brockman and Sutskever during the negotiations, feeling that their messaging was “inconsistent” and “childish at times.” She also says Altman was planning to take a 10-day hiatus from OpenAI to think about how much he trusted Brockman and Sutskever and how much he wanted to work with them.
She also says Altman mentioned that Holden Karnofsky — a prominent tech executive and leader in effective altruism, who now works at Anthropic and is married to Anthropic co-founder Daniela Amodei — was “irked by the move to for-profit and potentially offered [a] more substantial amount of money if OpenAI stayed a non-profit.”
Zilis also says that Altman is “great with keeping the non-profit” and that though Brockman and Sutskever are also amenable to continuing with the non-profit structure, “they know they would need to provide a guarantee that they won’t go off doing something else to make it work.”
An October 2017 email from Musk to his Neuralink co-founder Ben Rapoport. Musk writes, “Hire independently or directly from OpenAI. I have no problem if you pitch people at Open Al to work at Neuralink.”
On New Year’s Day in 2018, Sutskever writes a note of gratitude to Musk, cc’ing Brockman, calling Musk the “most overwhelmingly competent person in the world” and adding that he’s thankful Musk pushed OpenAI to build custom hardware.
Brockman sends a similar message as Sutskever did to Musk on New Year’s Day 2018, writing that “it’s an honor to work alongside you.”
In a January 2018 email exchange between Musk, Altman, Brockman, and Sutskever, with Zilis CC’ed, Musk writes of his concerns about Google Deepmind’s advancement in AI. He writes, “OpenAl is on a path of certain failure relative to Google. There obviously needs to be immediate and dramatic action or everyone except for Google will be consigned to irrelevance. I have considered the ICO approach and will not support it. In my opinion, that would simply result in a massive loss of credibility for OpenAl and everyone associated with the ICO. If something seems too good to be true, it is. This was, in my opinion, an unwise diversion.”
Musk continues, “The only paths I can think of are a major expansion of OpenAl and a major expansion of Tesla Al. Perhaps both simultaneously. The former would require a major increase in funds donated and highly credible people joining our board. The current board situation is very weak … To be clear, I have a lot of respect for your abilities and accomplishments, but I am not happy with how things have been managed. That is why I have had trouble engaging with OpenAl in recent months. Either we fix things and my engagement increases a lot or we don’t and I will drop to near zero and publicly reduce my association. I will not be in a situation where the perception of my influence and time doesn’t match the reality.”
When Musk forwards the back-and-forth to Andrej Karpathy, Karpathy responds in support of Musk’s thoughts, writing, “Working at the cutting edge of AI is unfortunately expensive … It seems to me that OpenAl today is burning cash and that the funding model cannot reach the scale to seriously compete with Google (an 800B company). If you can’t seriously compete but continue to do research in open, you might in fact be making things worse and helping them out ‘for free,’ because any advances are fairly easy for them to copy and immediately incorporate, at scale.”
Karpathy continues, “A for-profit pivot might create a more sustainable revenue stream over time and would, with the current team, likely bring in a lot of investment. However, building out a product from scratch would steal focus from Al research, it would take a long time and it’s unclear if a company could ‘catch up’ to Google scale, and the investors might exert too much pressure in the wrong directions.”
Karpathy says the “most promising option” he can think of “would be for OpenAl to attach to Tesla as its cash cow. I believe attachments to other large suspects (e.g. Apple? Amazon?) would fail due to an incompatible company DNA.”
He then goes on to detail what a Tesla-OpenAI merge would look like. “Using a rocket analogy, Tesla already built the ‘first stage’ of the rocket with the whole supply chain of Model 3 and its onboard computer and a persistent internet connection. The ‘second stage’ would be a full self driving solution based on large-scale neural network training, which OpenAl expertise could significantly help accelerate. With a functioning full self-driving solution in ~2-3 years we could sell a lot of cars/trucks. If we do this really well, the transportation industry is large enough that we could increase Tesla’s market cap to high O(~100K), and use that revenue to fund the Al work at the appropriate scale. I cannot see anything else that has the potential to reach sustainable Google-scale capital within a decade.”
Musk forwards the note to Sutskever and Brockman, writing that Karpathy is right, and that “Tesla is the only path that could even hope to hold a candle to Google. Even then, the probability of being a counterweight to Google is small. It just isn’t zero.”
A February 2018 text message conversation between Musk and Zilis, potentially just after Musk told Altman, Brockman, and Sutskever on a video meeting that he would be departing OpenAI’s board.
Zilis writes, “Do you prefer I stay close and friendly to OpenAl to keep info flowing or begin to disassociate? Trust game is about to get tricky so any guidance for how to do right by you is appreciated.” Musk responded, “Close and friendly, but we are going to actively try to move three or four people from OpenAl to Tesla. More than that will join over time, but we won’t actively recruit them.”
The two discuss who on the team to potentially recruit, with Zilis saying that Sutskever was “visibly devastated” after Musk left the video meeting and that there is “some probability you could get Ilya if you wanted him, but don’t know if you do. He has been a very good spiritual leader.” Musk responds, “There is little chance of OpenAI being a serious force if I focus on Tesla AI.”
Zilis goes on to touch on the often-brought-up fear of Google’s progress in the AI race and tries to encourage Musk to “slow down” Hassabis, CEO of Google Deepmind. She writes, “There is a very low probability of a good future if someone doesn’t slow Demis down. Slowing him down is the only nonnegotiable net good action I can see. You don’t realize how much you have an ability to influence him directly or otherwise slow him down. I think you know I’m not a malicious person but in this case it feels fundamentally irresponsible to not find a way to slow or alter his path.” Musk responds, “I doubt I could do so in a meaningful way,” and says they can speak by phone about it later that evening.
An April 2018 email exchange between Musk and Zilis, with Zilis writing that OpenAI’s first funding round will likely be “largely Reid [Hoffman, LinkedIn co-founder] money, potentially some corporates.” Zilis also writes that Quora CEO Adam D’Angelo is primed to take Musk’s place on OpenAI’s board. (D’Angelo would later be involved in Altman’s 2023 ouster from his CEO role.)
In a July 2018 email to Musk, Zilis updates him on the new funding round OpenAI is planning, as well as a public letter detailing concerns about autonomous weapons that the Future of Life Institute is planning to publish soon, which Musk had been listed as a signatory on in the past.
Zilis also recounts rumors she’s heard about Google Deepmind’s Hassabis, writing, “Rumor has it that, on top of the folks that secretly converse on Twitter DM because they don’t trust Demis not to spy on their email and gchat, a part of the inner group also meets in a London coffee shop without cell phones to have in person discussions away from him. Heard this from both Altman and another friend.”
An August 2018 email from Altman to Musk, in which he includes OpenAI’s official term sheet. Altman writes that his “current thought” is that he won’t take any equity in OpenAI. He goes on to say, “I’m not doing this for the money anyway, and I like the idea of being completely unconflicted and just focused on the best outcome for the world. If it appeared at some point we weren’t going to build AGI but were going to build something valuable, then maybe I’d want equity then.”
The term sheet includes a large purple warning box at the top, stating within asterisks, “Investing in OpenAI LP (the Partnership) is a high-risk investment. Investors could lose their capital contribution and not see any return. It would be wise to view any investment in OpenAI LP in the spirit of a donation, with the understanding that it may be difficult to know what role money will play in a post-AGI world.” The term sheet goes on to summarize planned revenue and how technology may be commercialized in the future, as well as the company’s fiduciary duties and planned fundraising.
“Our duty to these principles and the advancement of our mission takes precedence over any obligation to generate a profit,” the term sheet states. “We may never make a profit, and we are under no obligation to do so. We are free to re-invest any or all of our cash flow into research and development activities and/or related expenses without any obligation to the Limited Partners … The fiduciary duties of the Nonprofit Board of Directors flow exclusively to the Nonprofit, not to the Limited Partners.”
In November 2018, Musk writes in an email to Gabe Newell, co-founder of video game developer Valve, that his involvement in OpenAI is “very limited at this point.”
“I still provide some financial support and get verbal and email updates every few weeks from Sam Altman, but don’t spend time there,” Musk says. “I lost confidence that OpenAl could muster the resources to serve as an effective counterweight to Google/Deepmind and decided to attempt that through Tesla instead. We have cash flow on the order of billions of dollars per year to build hardware that hopefully has at least a dark horse chance to keep Google honest. Probably worth talking about at some point.”
Newell responds that he’s happy to talk about Tesla and AI when Musk is ready.
A December 2018 email exchange between Musk and Altman, with others CC’ed. Musk writes of his intensifying fears about Google Deepmind’s Hassabis taking over in the AI race. “My probability assessment of OpenAl being relevant to DeepMind/Google without a dramatic change in execution and resources is 0%. Not 1%. I wish it were otherwise. Even raising several hundred million won’t be enough. This needs billions per year immediately or forget it. Unfortunately, humanity’s future is in the hands of Demis … And they are doing a lot more than this.”
Musk continues, “OpenAl reminds me of Bezos and Blue Origin. They are hopelessly behind SpaceX and getting worse, but the ego of Bezos has him insanely thinking that they are not! I really hope I’m wrong.”
Altman responds to ask if the two can meet to discuss increasing that percentage. He says he believes OpenAI has a good plan and a good path to gain the capital they need but that they aren’t executing quickly enough. “None of us want to be Bezos here!” he says.
Musk writes, “OpenAl is not a serious counterweight to DeepMind/Google and will only get further behind. It is surprising that this … isn’t obvious to you. In general, always overestimate competitors. You are doing the opposite.”
The two agree to meet in Puerto Rico later that week.
A March 2019 email exchange between Altman and Musk, with Zilis and Teller CC’ed. Altman sends a blog post detailing OpenAI’s new capped-profit structure to Musk for approval.
Zilis circles back on Altman’s note above in March 2019, highlighting the part where it says Musk left the board of OpenAI’s nonprofit in February 2018 and that he is not involved with OpenAI LP.
Altman texts Musk a couple of days later in March 2019, reminding him they’re planning to announce OpenAI’s new structure tomorrow and wanting to check the wording about Musk’s past involvement.
“Also have some mild Demis updates to share,” Altman writes. Musk agrees to talk over the phone soon.
In April 2019, Altman texts Musk to ask if he has time to talk about Microsoft’s investment in OpenAI.
In September 2020, Musk publicly responds to a social media post linking to a VentureBeat article about Microsoft getting the exclusive license to OpenAI’s GPT-3, writing, “This does seem like the opposite of open. OpenAI is essentially captured by Microsoft.”
An October 2020 test message exchange between Musk and Altman, with Altman reaching out to say he saw Musk’s posts on social media the prior week about Microsoft’s exclusive license to OpenAI’s GPT-3. Altman writes, “I think there’s no way we can hold a candle to DeepMind without many billions of dollars, and MSFT still seems like the best way for us to get that with the least compromise. We gave MSFT a copy of GPT-3 to use in their own products, but we still get to retain autonomy to release our work ourselves (e.g., we can and will continue to provide API access to the most powerful language model in existence to everyone).”
Musk responds, “Yeah, we should talk. I don’t think it’s a winning approach to be (or at least appear to be) hypocritical. At least change the name.”
Musk later links to a social media post saying that one of Musk’s “worst management blunders” was exclusively licensing GPT-3 to Microsoft. Altman responds saying that OpenAI “finally just got a full time PR person,” name-dropping Apple’s former PR person Steve Dowling as the new hire, and writing, “I am hopeful we can start getting pr right…” Dowling would later step down from his role, which reported directly to Altman, at the beginning of 2021.
In a text message exchange between Musk and Altman in late October 2020, Altman asks for advice on the next Microsoft investment that OpenAI is considering. Musk responds that he can talk in the next day or two.
An October 2022 article from The Information about OpenAI’s advanced talks with Microsoft for additional funding.
In October 2022, Musk writes in a text message to Altman that he was “disturbed to see OpenAI with a $20B valuation … I provided almost all the seed, A and most of B round funding.” He sends a link to the above article, adding, “This is a bait and switch.”
Altman responds, “I agree this feels bad—we offered you equity when we established the cap profit, which you didn’t want at the time but we are still very happy to do any time you’d like. We saw no alternative, given the amount of capital we needed and needing still to preserve away to ‘give the AGI to humanity’, other than the capped profit structure. Fwiw I personally have no equity and never have. Am trying to navigate tricky tightrope the best I can.” The two agree to talk sometime in the coming week.
In March 2023, Musk posts on social media, “I’m still confused as to how a non-profit to which I donated ~ $100M somehow became a $30B market cap for-profit. If this is legal, why doesn’t everyone do it?”
A May 2023 text message exchange between Musk, Altman, Birchall, and Musk lawyer Alex Spiro, in which it’s detailed that Spiro, and potentially Birchall, will show up to OpenAI’s headquarters to review documents about OpenAI’s structure and its relationship with Microsoft.
Musk writes, “The point is to understand the relationship between all the companies and the original OpenAI 501c3 … Understanding what rights Microsoft has is important. One of the things I’m concerned about is that they will have de facto control over AGI.”
A March 2026 social media post by Musk. He writes, “Tesla will be one of the companies to make AGI and probably the first to make it in humanoid/atom-shaping form.”
Exhibit No. 1293
A list of “undisputed facts” in Musk v. Altman, et al., including details on timeline and amounts of money raised and/or donated.
Documents released May 1, 2026
An agreement establishing a philanthropic account called Musk Charitable at Vanguard Charitable, signed by Elon Musk in July of 2014.
An email from Sam Altman to Elon Musk with a list of suggestions for OpenAI, including a governance structure of five people, including Musk, Altman, Bill Gates, Pierre Omidyar, and Dustin Moskovitz. “Agree on all,” Musk responds.
A December 11th, 2015 blog post titled “Introducing OpenAI” — also available publicly online. The post describes OpenAI as a “non-profit artificial intelligence research company” whose goal is to reach “advanced digital intelligence in the way that is most likely to benefit humanity as a whole, unconstrained by the need to generate financial return.” It lists the founding team, including Sutskever, Brockman, and Andrej Karpathy (who would later go to Tesla), as well as the co-chairs, Altman and Musk.
A January 2016 email chain. Musk forwards Sutskever and Altman a message from Google’s Hassabis, where Hassabis objects to Musk, Altman, and others “extolling the virtues of open sourcing AI … I presume you realise that this is not some sort of panacea that will somehow magically solve the AI problem?” Hassabis describes the approach as “actually very dangerous” and links to a Slate Star Codex blog post.
Sutskever responds by saying that “as we get closer to building AI, it will make sense to start being less open” and “totally OK to not share the science (even though sharing everything is definitely the right strategy in the short and possibly medium term for recruitment purposes).” Musk replies: “Yup.”
A series of emails involving Musk, Altman, former OpenAI COO Chris Clark, and Ronald Gong (an associate of Musk who’s listed on financial documents). The chain starts in February of 2016, with Altman emailing Musk that “I think we’re going to need more than I was originally budgeting given a) the salaries in the field and b) the speed at which you want to grow.” Musk agrees to contribute $20 million a year for the next three years, while Altman contributes $10 million a year, and $5 million a year comes from other donors. Gong and Clark discuss using YC Org as a fiscal sponsor for OpenAI, and Clark attaches the organization’s articles of incorporation and other documentation.
Documentation for a series of grants from the Musk Charitable Fund to OpenAI, including a mid-2016 grant of $5 million to YC Org, directed toward the “OpenAI Artificial Intelligence Research Program”; a $4.5 million grant in August of 2016; and a series of monthly $175,000 lease payments in 2017, among others.
A letter from Chris Clark (listed as the treasurer of YC Org) acknowledging a $500,000 donation from Musk in May of 2016.
A May 2016 exchange between Brockman and Musk. Brockman writes that “Google’s policy people want to speak with me,” apparently because they’re afraid they’ll “build a public narrative that it’s wrong to have any closed-source AI.” Brockman says he plans to say there’s no reason to do that. ”We don’t have a problem with people keeping things proprietary — it’s fine to make money off this stuff, and we may even generate revenue ourselves one day,” he says. “What, that’s really interesting. Who called from Google?” Musk asks.
A June 2016 exchange between Elon Musk and his fixer, Jared Birchall, discussing a lease of the Pioneer Building in San Francisco (which housed OpenAI until 2024 and xAI after that). Birchall mentions that a lease has been finalized and is awaiting Sam Altman’s signature, and Musk objects: “Since I’m personally on the hook, this should be viewed as a Musk Foundation building, in which we will house OpenAI, Neuralink, and maybe some SpaceX or Tesla people. I don’t want Sam on the lease.” Birchall says he’ll direct Altman’s name to be removed from the lease.
A June 2016 email chain involving Jared Birchall and two associates of Bridgeton Holdings, Atit Jariwala, and Bourke Lee. The messages negotiate leasing the Pioneer Building and end with instructions for making the first monthly lease payment of around $142,000.
A June 2016 email exchange between Altman, Birchall, and Clark about financing the Pioneer Building lease. Clark sends Birchall a Tenancy at Will agreement signed by Altman, attached to the email.
A July 1st email from Birchall to Musk with the executed lease to the Pioneer Building, including the lease. Birchall notes that the building owner will “facilitate a site inspection as soon as we’d like.”
A July 2016 email chain between Musk and Birchall. Birchall sends Musk details about the quarterly donations and monthly rent payments for OpenAI, plus a request from Clark, who “asked me about using the extra space in the building for some of the Y Combinator companies.” Musk’s response mentions that “I have had very little bandwidth to think about the company and am a little worried that it is being managed as an extension of Y Combinator” and says he’d also like to use part of the building for Neuralink, “so no YC stuff.”
Birchall then says there was a problem with the first quarterly contribution: “because they didn’t have an entity in place to even make a contribution we didn’t pay,” and in June they began using another nonprofit (presumably YC Org) as a conduit. “I’m not sure why they have taken so long to apply,” Birchall complains. “So I haven’t sent anything to OpenAI? That’s a really big deal. My credibility is at stake here,” Musk writes. Birchall confirms the funds were sent — just channeled through a temporary 501(c)(3). “Good,” Musk answers.
An August 2016 email exchange between Musk and Altman. Altman tells Musk he’s negotiated a $50 million compute donation from OpenAI over the next 3 years and asks if there’s any reason to care about switching from Amazon. “I’m ok with this only if they don’t use it in marketing. I would also like to see the exact terms and conditions. Gifts are only as good as the T&C,” Musk writes. “I think Jeff [Bezos] is a bit of a tool and Satya [Nadella] is not, so I slightly prefer Microsoft, but I hate their marketing dept.”
Altman writes that “Amazon started really dicking us around on the T+C, especially on marketing commits. And their offering wasn’t that good technically anyway.” Musk says that “I will call Satya if we get to decent terms” and says that Microsoft can always point people to “a simple text blog expressing appreciation of Microsoft’s donation on our website.”
A series of emails between October and November of 2016 involving Birchall; Gong; Morgan Stanley Private Wealth Management group director Matilda Simon-Ferrigno; and two people from Gong’s company myCFO, Teresa Holland and Paula Lo. Birchall arranges moving shares from the Musk Foundation to finance OpenAI.
OpenAI’s 2016 tax returns as a 501(c)(3) nonprofit. It lists 52 employees and around $13 million in total revenue, mostly from contributions and grants. It names accomplishments including establishing a research team, launching the OpenAI Gym Beta, publishing “nearly half a dozen comprehensive research papers,” holding a conference, and building a safety team.
The Musk Foundation’s 2016 Return of Private Foundation tax documents, showing a total of around $47.8 million in contributions, gifts, and grants.
A March 2017 letter from Chris Clark to Elon Musk, acknowledging a gift of $5 million to OpenAI via YC Org.
A June 2017 Fidelity charitable investment advisor program application for the Musk Foundation Charitable Fund.
Emails between Birchall, Clark, and UBS wealth management associate Leeder Hsu in July of 2017. Birchall directs a grant of $250,000 to YC Org for a Universal Basic Income study.
A July 2017 email chain involving Brockman, Musk, Sutskever, and Birchall. Musk sends a link to a New York Times story about Chinese AI with the comment, “They will do whatever it takes to obtain what we develop. Maybe another reason to change course.” Brockman suggests a path of an AI research nonprofit through 2017, “AI research + hardware for-profit” starting 2018, and “Government project (when: ??).” Musk then says that “in appreciation for what you’ve done to get OpenAI to where it is today,” he’d like to offer some OpenAI founding members Tesla Founder Series Model 3 cars. Birchall says he’ll reach out with details about the cars.
An August 2017 email conversation between Zilis and Birchall about filing for a for-profit branch of OpenAI. “Elon wants to have control to prevent this from going squirrely,” Zilis says. She lists “unknowns,” including leadership of the new entity — ”Greg 100% doesn’t want to run it.” Birchall sends confirmation of how much Musk gave to OpenAI in 2016 and 2017: $15.4 million and $16 million, respectively.
OpenAI, Inc.’s certificate of incorporation on September 15th, 2017, as a public benefit corporation.
OpenAI’s 2017 tax returns, also as a 501(c)(3) nonprofit. It lists around $33 million in revenue (mostly from contributions and grants, again) and 99 employees. It notes that in 2017, it demonstrated that “reinforcement learning algorithms could be scaled to beat the world’s best humans at a restricted version of an advanced, multiplayer game called Dota 2.”
A copy of the Vanguard Charitable Policies and Guidelines, 2014 to 2017.
Documentation for a series of 2017-2020 donations from Musk to OpenAI, composed of monthly “general support” payments that likely include the Pioneer Building lease — which Musk said constituted his main form of support in the later years of OpenAI.
A January 2018 letter from Clark to Musk acknowledging a gift of four Tesla sedans with a total value of around $250,000.
The OpenAI Charter from April 9th, 2018. It outlines “the principles we use to execute on OpenAI’s mission,” including “broadly distributed benefits,” “long-term safety,” and “technical leadership.”
An August 31st, 2018 email from Altman to Musk with a for-profit Limited Partnership term sheet attached. “Please see attached, look forward to feedback,” Altman says. He says that “my current thought is that I won’t take any equity,” since he likes the idea of “being completely unconflicted,” but says that if OpenAI appeared unlikely to build AGI but “were going to build something valuable, then maybe I’d want equity then.” At the start of the term sheet is a box marked “Important warning,” saying that the partnership is a “high-risk investment” and any investment should be “in the spirit of a donation.”
An August 31st, 2018 email from Zilis to Birchall, forwarding Altman’s email. Birchall responds: “Pretty plain vanilla for-profit structure. So kinda hard to push a narrative that doesn’t involve investors being very focused on ROI. I’m a super fan of capitalism and making tons of money doing great things, but not sure if this correlates with the whole ‘noble cause for humanity, not doing it to make money’ narrative.”
A July 2020 email from Clark to Birchall confirming that OpenAI’s for-profit entity will take over rent payments and suggesting a final one-time donation for security costs and “anticipated landlord project passthrough” of $570,000. “We certainly understand if you’d prefer to just stop everything now,” Clark says, telling Birchall to “do whatever you feel is most fair.”
A November 2018 text message chain between Birchall and Greg Smithies, then Neuralink and the Boring Company’s finance head. It discusses a disagreement over rent payments between OpenAI and Neuralink — Smithies says “I’d expect [OpenAI] to get pretty nasty about it (ie probably willing to sue) if we didn’t pay something that they could point their auditors to,” saying “the main driver” is OpenAI accountants demanding it “so they can pass non-profit audits.” Birchall says he’ll “touch base with Chris to get his perspective.”
A January 2019 message chain between Musk and Birchall, concerning a reimbursement request from OpenAI for shared expenses with Neuralink in the Pioneer Building. Musk offers $250,000 and $1 million in payments for 2017 and 2018, respectively.
A full list of Elon Musk’s contributions to OpenAI, with entries dating from May of 2016 to September of 2020.
A copy of the Fidelity Charitable Policy Guidelines, 2017 to 2022.
An iMessage conversation from December 2024 between Musk and Meta CEO Mark Zuckerberg. Zuckerberg offers a “quick heads up that Meta sent a letter to the California AG supporting your lawsuit against OpenAI. Someone (not us) leaked leaked the letter and it will be public in the next hour. Wanted to make sure you heard this from me.” Musk replies: “Ok.”
A February 2025 iMessage conversation between Musk and Zuckerberg. “Are you open to the idea of bidding on the OpenAI IP with me and some others?” Musk asks. Zuckerberg asks to discuss live, and Musk says, “Will call in the morning.”
A letter from Musk’s xAI and several other investors to OpenAI, proposing an acquisition of all OpenAI’s assets.
Update, April 30th: Added newly available exhibits.
Update, May 1st: Added newly available exhibits.
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