How to Invest in Private Companies Like OpenAI

Learning how to invest in private companies like OpenAI mostly means learning the limits: their shares don't trade on a stock exchange, most sales happen through private offerings restricted to accredited investors, and the company usually has to approve any transfer. Regular investors do have a few legal routes, such as crowdfunding, Regulation A offerings and registered funds that hold private stakes, but each comes with caps, fees and real difficulty selling.

This guide covers who can invest, the routes available, what they cost and how to avoid the scams that cluster around famous private names. It's education, not a recommendation to buy anything.

Can you invest in private companies like OpenAI?

Not directly, for most people. A private company hasn't registered its shares for public sale, so you can't buy them through a normal brokerage order.

Under US securities law, a company can only offer shares to the public through a registered offering or an exemption. Most private fundraising uses exemptions that are limited to accredited investors. Investor.gov explains why: those buyers are assumed to be able to fend for themselves or absorb losses, so the company doesn't have to make the disclosures required in a registered offering.

Two more barriers apply even if you qualify. FINRA notes that many private companies must approve any transfer of their shares, and without that approval the deal might be void. And existing holders, such as employees, are often limited in when and to whom they can sell.

Private status doesn't last forever. SpaceX, for years one of the most-asked-about private companies, completed its IPO and listed on Nasdaq in June 2026; its registration statement and final prospectus are public on the SEC's EDGAR database. Once a company lists, it's an ordinary public stock and the IPO rules apply instead.

Here's a real example of the confusion around famous private names. When a broker offered EU customers tokens tied to OpenAI, OpenAI publicly said the tokens were not OpenAI equity, that it hadn't partnered with the broker and that any transfer of its equity requires its approval, according to CNBC. Exposure products and actual shares are not the same thing.

Before you go further, it helps to have the basics in place. Our beginner's guide to investing covers the diversified core most people build first.

Who counts as an accredited investor?

In the US, an individual is an accredited investor if they meet at least one income, net worth or professional test. Investor.gov lists these criteria for a natural person, as of 2026:

Investor.gov stresses that these exempt offerings don't have to make prescribed disclosures to accredited investors and involve unique risks, including the chance you lose your entire investment. Meeting the test means you're allowed to buy, not that the investment suits you.

Other countries have their own versions, such as "sophisticated" or "high net worth" investor categories in the UK and Australia and "accredited investor" rules in Canada. The thresholds and paperwork differ, so check your national regulator.

What are the ways to get exposure to private companies?

There are six main routes, and only some are open to non-accredited investors.

Employees can also receive equity as part of their pay, which is its own topic with its own tax rules.

How do crowdfunding and Regulation A work for regular investors?

Both let companies raise money from the general public under SEC exemptions, with limits designed to cap how much you can lose.

Regulation Crowdfunding caps what a non-accredited investor can put in over any 12 months. Investor.gov lists the limits as follows: if either your income or net worth is under $124,000, the greater of $2,500 or 5% of the greater of the two; if both are $124,000 or more, 10% of the greater, up to $124,000. Our guide to investing in real estate with little money explains how these deals work in practice, including the one-year resale limit.

Regulation A lets companies raise more. The SEC describes two tiers: Tier 1 for offerings of up to $20 million in a 12-month period, and Tier 2 for offerings of up to $75 million. In Tier 2, non-accredited investors face a limit on how much they can invest, generally 10% of the greater of annual income or net worth. Read the offering circular to see which rules apply to a specific deal.

Both routes mostly fund small and early-stage businesses, not famous late-stage names. If backing local or early businesses is what interests you, see our guide on how to invest in small businesses.

What about funds that hold private companies?

Some registered funds hold private company stakes and sell their own shares to anyone, but you pay for that access in fees and liquidity.

Interval funds

An interval fund buys back shares only at set intervals. Investor.gov explains that repurchase offers are generally made every three, six or twelve months, and each one covers only 5% to 25% of the fund's outstanding shares. If too many investors want out, you may only sell part of what you asked for. Some interval funds also deduct a repurchase fee of up to 2% of the proceeds. Their flexibility lets managers hold less liquid assets, including private companies.

Listed closed-end funds and business development companies

These trade on an exchange like a stock, so you can buy them through a brokerage account. The catch is the price: Investor.gov advises checking whether a fund's shares trade at a premium or discount to the value of what it holds. A fund marketed around a famous private holding can trade well above its asset value, which means you pay extra for the same stake.

Fees can be steep. For example, one broker-sponsored venture fund, a business development company open to all investors, lists a 2% yearly management fee plus a 20% incentive fee on gains, and warns that most early-stage companies fail. Always read the fee table in the prospectus.

What are the risks of investing in private companies?

The main risks are that you can't sell, can't value what you own and may never see an exit. FINRA lists these for pre-IPO investments:

• You can't be certain the company will ever go public.
• The securities can be difficult to value, so you can't easily tell what your stake is worth.
• Exits are limited by thin secondary markets, resale restrictions and post-IPO lock-ups.
• A fund may own the company indirectly, leaving you several layers removed from the stock.
• Acquisition costs can be high, so the company has to grow a lot before you break even.
• If the company doesn't approve a transfer, the deal might be void.

Add the usual risk of any young business: it may simply fail. Investor.gov's warning for these offerings is direct: you could lose your entire investment. Returns aren't promised, and past funding rounds don't tell you what a company will be worth later.

If the company does list, the next stage has its own rules. Our guide on how to invest in IPOs explains allocations, lock-ups and early price swings.

How do you avoid pre-IPO scams?

Treat any unsolicited offer of shares in a famous private company as a likely scam until proven otherwise. The SEC says fraudsters use impressive websites and social media, compare their company to famous successes and claim an IPO is "imminent".

FINRA's checks before you send money:

1. Ignore unsolicited offers and ask why a stranger would share a great deal with you.
2. Watch for pressure: urgency, "exclusive" access and steep discounts.
3. Verify registration of the person and firm on FINRA BrokerCheck and the SEC's Investment Adviser Public Disclosure site.
4. Never send money to an individual. Legitimate investments go to a registered firm or regulated custodian.
5. Get a second opinion from a registered professional with no link to the deal.

For the wider playbook, see how to avoid investment scams, and keep the beginner investing mistakes list in mind when a name is trending.

Next steps

• Build a diversified base before any private bet with our guide to how to start investing.
• Learn what happens when a private company lists in how to invest in IPOs.
• Looking to earn more to invest? See our guide to making money online.