For OpenAI employees
Your equity does not fit traditional categories. Your prenup should account for that.
OpenAI compensates employees with Profit Participation Units, a novel instrument tied to a corporate structure that has been evolving. PPUs are not RSUs, not stock options, and not standard restricted stock. A prenup can provide clarity on how these interests are addressed.
Flat fee of $5,000 per couple. No payment to get started.
Navigating novel instruments
What makes OpenAI equity different
Traditional tech equity
- RSUs with a public market price
- Incentive stock options (ISOs)
- Restricted stock with standard vesting
- Standard C-corp common stock
These instruments have established legal treatment in most states and well-understood valuation methods.
Profit Participation Units (PPUs)
PPUs are a form of equity compensation tied to OpenAI's corporate structure. Unlike RSUs at a publicly traded company, PPUs do not represent shares of common stock. They represent a right to participate in profits, structured within a capped-profit entity that has been undergoing organizational changes.
This means standard approaches to equity in a prenup may not apply directly. There is no daily market price, secondary market access may be limited, and the instrument itself may evolve as the corporate structure changes.
For employees getting married, this creates specific questions that a prenup can address: how to characterize an instrument that does not yet have settled legal precedent, how to handle valuation without a public price, and how to account for potential structural conversions.
Your attorney can help you draft language that addresses PPUs as they exist today while also contemplating scenarios where the instrument or structure changes.
Clarity on uncharted territory
Questions your prenup can address
How are PPUs valued when there is no public market price?
Because PPUs are not publicly traded, there is no daily market price to reference. Approaches may include using the most recent internal valuation, referencing secondary transaction prices where available, or establishing a valuation framework within the agreement itself. Your attorney can help you determine what approach makes sense given the current state of PPU pricing.
What if the corporate structure changes after the agreement is signed?
OpenAI has been evolving its organizational structure. A prenup can be drafted to address how PPUs or their successor instruments are treated regardless of the specific corporate form. Your attorney can help you build language that contemplates structural changes without requiring a new agreement each time.
How does a prenup handle liquidity scenarios for PPUs?
PPUs may become liquid through tender offers, secondary sales (where permitted), or a potential future public event. A prenup can address how proceeds from these different liquidity paths are treated, whether the event occurs before or during the marriage. Rules differ by state, and your attorney can review what applies where you live.
What about PPU grants received after the wedding?
Future PPU grants issued during the marriage may be treated differently from grants received before the wedding date. A prenup can set expectations for how new grants are categorized, including refresher grants and performance-based awards. Your attorney can help you think through how to address equity that does not yet exist.
How it works
The process
Walk through your PPUs together
Neptune's guided intake covers your PPU grants, vesting schedule, and other assets. Plain language, no legal jargon.
Each partner gets their own attorney
Neptune connects each partner with a separate, licensed attorney for a free consultation. Independent counsel supports a fair agreement.
Receive a tailored agreement
Your drafting attorney prepares an agreement that reflects the novel nature of your equity. Typically around 3 to 4 weeks.
Transparent pricing
One flat fee, two attorneys
No hourly billing, no surprise invoices. Neptune charges a single flat fee that covers your drafting attorney and your partner's reviewing attorney. Both attorneys are independent and licensed.
No payment is required to get started. Your first consultation is free.
$5,000
per couple, total
Rush pricing applies when the wedding is within 45 days.
Questions from OpenAI employees
How is the value of PPUs determined for a prenup?
Since there is no public market for PPUs, valuation typically relies on the most recent company-sanctioned valuation, secondary market indications where available, or a framework agreed upon within the prenup itself. Your attorney can help you choose an approach that provides clarity without depending on a single number that may change.
What happens to the prenup if OpenAI changes its corporate structure?
A well-drafted prenup can use language that addresses equity interests and their successor instruments, rather than tying terms to a specific corporate form. This means the agreement can remain applicable even if PPUs are converted to a different type of equity interest in the future. Your attorney can review how to build this flexibility into the agreement.
How are future PPU grants handled in a prenup?
Grants received after the wedding date are new compensation that did not exist when you married. Depending on the state, these may be treated as marital property or handled according to terms you set in the prenup. Your attorney can help you establish a framework for equity granted in the future.
Can a prenup address tender offers and other liquidity events?
Yes. A prenup can describe how proceeds from liquidity events are treated, whether the event is a company-organized tender offer, a permitted secondary sale, or another transaction. The agreement can cover both the scenario where liquidity occurs before the marriage and during it. Your attorney can help you think through these possibilities.
What does it cost and how long does it take?
Neptune charges a flat fee of $5,000 per couple, which covers two independent attorneys (one for each partner). There is no payment required to get started, and consultations are free. Turnaround is typically around 3 to 4 weeks when both partners use Neptune attorneys. Rush pricing applies when the wedding is within 45 days.
Get clarity on equity that does not fit traditional molds
Start with a free consultation. No payment required until you decide to move forward.
Start your prenup