Oklo launches new $1B at-the-market stock plan

Q: What new equity distribution agreement did OKLO enter into on September 11, 2026?

Oklo entered into a new equity distribution agreement with a syndicate of sales agents allowing “at the market” sales of up to $1,000,000,000 of Class A common stock. Shares may be sold on the NYSE and other venues at market, related, or negotiated prices.

Q: What happened to Oklo’s prior $1.0 billion equity distribution agreement?

Oklo delivered notice on September 10, 2026 to terminate its prior equity distribution agreement dated May 13, 2026. The termination was effective at the close of business that day, and there are no termination penalties associated with ending that agreement.

Q: How much stock did OKLO sell under its prior equity distribution agreement?

Under the prior agreement, Oklo sold 17,971,448 shares of its Class A common stock for gross proceeds of approximately $1,000,000,000 through the termination date of that agreement on September 10, 2026.

Q: What commissions will Oklo pay under the new equity distribution agreement?

Oklo will pay the sales agents a commission of up to 1.5% of the gross sales price per share of common stock sold under the new equity distribution agreement and will reimburse certain related expenses according to the agreement’s terms.

Oklo replaces its fully utilized $1.0 billion prior ATM program with a new $1.0 billion at-the-market equity distribution agreement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Oklo Inc. (OKLO) entered into a new equity distribution agreement on September 11, 2026 that establishes an “at the market” offering program for up to $1,000,000,000 of its Class A common stock through a syndicate of major broker-dealers acting as sales agents. Shares may be sold from time to time at market, related, or negotiated prices on the New York Stock Exchange or other permitted venues, with the company setting daily share limits and minimum prices and paying the agents a commission of up to 1.5% of the gross sales price.

Oklo simultaneously terminated its prior equity distribution agreement dated May 13, 2026, which also permitted up to $1,000,000,000 of common stock sales. Under that prior program, the company sold 17,971,448 shares for gross proceeds of approximately $1,000,000,000 before termination on September 10, 2026, and it will not make further sales under that earlier agreement.

Filing Explained

The filing creates up to one billion dollars of potential equity issuance; existing holders face dilution only if Oklo sells shares under the program.

This Form 8-K reports that Oklo entered a new equity distribution agreement on September 11, 2026; the disclosed state is permission to sell stock, rather than a completed sale.

The agreement provides up to $1,000,000,000 of gross sales capacity, which is an authorization ceiling—not proceeds already received or shares already issued.

Because the arrangement is an at-the-market program, sales may occur gradually at prevailing or negotiated prices. If Oklo sells new shares, the share count would increase and an existing holder’s percentage ownership would decrease, absent offsetting changes.

The filing states that shares will be issued under an effective Form S-3 shelf declared effective on December 4, 2025; that registration enables future registered sales but does not itself establish that shares have been sold.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New ATM program size: $1.0 billion Commission rate: 1.5% Prior ATM program size: $1.0 billion +5 more

8 metrics

New ATM program size $1.0 billion Maximum aggregate gross sales proceeds of Class A common stock under new equity distribution agreement

Commission rate 1.5% Maximum commission on gross sales price per share payable to sales agents

Prior ATM program size $1.0 billion Aggregate offering price of common stock permitted under prior equity distribution agreement

Shares sold under prior agreement 17,971,448 shares Total Class A common stock sold before termination of prior equity distribution agreement

Gross proceeds under prior agreement $1.0 billion Approximate gross proceeds from shares sold under the prior equity distribution agreement

Shelf registration effectiveness date December 4, 2025 Date Amendment No. 1 to Form S-3 was declared effective by the SEC

Prior agreement termination date September 10, 2026 Effective date of termination of the prior equity distribution agreement

New agreement date September 11, 2026 Date Oklo entered into new equity distribution agreement with sales agents

Key Terms

equity distribution agreement, at the market, shelf registration statement, prospectus supplement, +2 more

6 terms

equity distribution agreement financial

"entered into an equity distribution agreement (the “Sales Agreement”) with Goldman Sachs"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at the market financial

"through an “at the market” equity offering program under which Goldman Sachs"

“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.

shelf registration statement regulatory

"shares will be issued pursuant to the Company’s shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"intends to file a prospectus supplement, dated September 11, 2026, with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

at the market offerings regulatory

"transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4)"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What new equity distribution agreement did OKLO enter into on September 11, 2026?

Oklo entered into a new equity distribution agreement with a syndicate of sales agents allowing “at the market” sales of up to $1,000,000,000 of Class A common stock. Shares may be sold on the NYSE and other venues at market, related, or negotiated prices.

How large is Oklo Inc. (OKLO)’s new at-the-market offering program?

The new program permits Oklo to sell Class A common stock with aggregate gross sales proceeds of up to $1,000,000,000. Sales may be made from time to time at Oklo’s discretion through designated sales agents under the equity distribution agreement.

What happened to Oklo’s prior $1.0 billion equity distribution agreement?

Oklo delivered notice on September 10, 2026 to terminate its prior equity distribution agreement dated May 13, 2026. The termination was effective at the close of business that day, and there are no termination penalties associated with ending that agreement.

How much stock did OKLO sell under its prior equity distribution agreement?

Under the prior agreement, Oklo sold 17,971,448 shares of its Class A common stock for gross proceeds of approximately $1,000,000,000 through the termination date of that agreement on September 10, 2026.

What commissions will Oklo pay under the new equity distribution agreement?

Oklo will pay the sales agents a commission of up to 1.5% of the gross sales price per share of common stock sold under the new equity distribution agreement and will reimburse certain related expenses according to the agreement’s terms.

Under what registration does OKLO’s new at-the-market offering run?

Shares sold under the new equity distribution agreement will be issued pursuant to Oklo’s shelf registration statement on Form S-3 (File No. 333-291157), as amended by Amendment No. 1, which was declared effective by the SEC on December 4, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 07:37 AM Accepted by SEC EDGAR 09/11/2026 - 07:37 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2026

Oklo Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40583		86-2292473
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3190 Coronado Dr. Santa Clara, CA		95054
(Address of Principal Executive Offices)		(Zip Code)

(650) 550-0127

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		OKLO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On September 11, 2026, Oklo Inc. (the “Company”) entered into an equity distribution agreement (the “Sales Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and B. Riley Securities, Inc. under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), with aggregate gross sales proceeds of up to $1,000,000,000 through an “at the market” equity offering program under which Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and B. Riley Securities, Inc. will act as the agents (each, a “Sales Agent” and collectively, the “Sales Agents”).

Sales, if any, of Common Stock under the Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act or through a combination of any such methods of sale. The Sales Agents may also sell Common Stock by any other method permitted by law.

The securities may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Company will designate the maximum amount of Common Stock to be sold through the Sales Agents on a daily basis or otherwise as the Company and the Sales Agents agree and the minimum price per share at which such Common Stock may be sold. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use their reasonable efforts consistent with their normal sales and trading practices to sell on the Company’s behalf all of the designated shares of Common Stock. The Company may instruct the Sales Agents not to sell any Common Stock if the sales cannot be effected at or above the price designated by the Company in any such instruction. The Company or any of the Sales Agents may suspend the offering of Common Stock by notifying the other party.

The Sales Agreement provides that the Company will pay the Sales Agents a commission of up to 1.5% of the gross sales price per share of Common Stock sold through such Sales Agents under the Sales Agreement, and the Company will reimburse the Sales Agents for certain expenses incurred in connection with their services under the Sales Agreement. The offering of Common Stock pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by the Company or by the Sales Agents, as provided therein.

The Sales Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify the Sales Agents against certain liabilities on customary terms, subject to limitations on such arrangements imposed by applicable law and regulation. In the ordinary course of its business, the Sales Agents and their affiliates have engaged in, and may engage in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates. The Sales Agents have received, or may in the future receive, customary fees and commissions for these transactions.

The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291157) as subsequently amended by that Amendment No. 1 to Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2025 (the “Shelf Registration Statement”). The Company intends to file a prospectus supplement, dated September 11, 2026, with the SEC in connection with the offer and sale of the shares pursuant to the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement. A copy of the Sales Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.

A copy of the legal opinion of Orrick, Herrington & Sutcliffe LLP, relating to the validity of the shares of Common Stock that may be sold pursuant to the Sales Agreement, is filed with this Current Report on Form 8-K as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 1.02. Termination of Material Definitive Agreement.

On September 10, 2026, the Company delivered written notice of its intention to terminate the Equity Distribution Agreement, dated as of May 13, 2026 (the “Prior Sales Agreement”), by and among the Company and each of Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and William Blair & Company, L.L.C. (collectively, the “Prior Sales Agents”).

The termination of the Prior Sales Agreement was effective as of the close of business on September 10, 2026. As previously reported, pursuant to the terms of the Prior Sales Agreement and the related prospectus supplement filed with the SEC on May 13, 2026, the Company could offer and sell shares of its Common Stock having an aggregate offering price of up to $1,000,000,000, from time to time through the Prior Sales Agents. The Company is not subject to any termination penalties related to the termination of the Prior Sales Agreement. The Company sold 17,971,448 shares of its Common Stock for gross proceeds of approximately $1,000,000,000 pursuant to the Prior Sales Agreement through the termination date of such Prior Sales Agreement. The Company will not make any further sales of shares of its Common Stock under the Prior Sales Agreement and the related prospectus supplement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are included in this report:

No.		Description
1.1		Equity Distribution Agreement, dated as of September 11, 2026, by and among the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and B. Riley Securities, Inc.
5.1		Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1		Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Oklo Inc.

Dated: September 11, 2026	/s/ R. Craig Bealmear
	R. Craig Bealmear
	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents