Oklo Inc. 8-K

What Happened

• Oklo Inc. announced on May 13, 2026 that it entered into a new equity distribution agreement to sell up to $1.0 billion of Class A common stock through an "at the market" (ATM) program. Major banks (including Goldman Sachs, BofA, Citi, J.P. Morgan, Morgan Stanley and others) will serve as sales agents.
• On the same date the company terminated its prior equity distribution agreement (effective close of business May 13, 2026). Under the prior program Oklo sold 15,774,224 shares for gross proceeds of approximately $1,499,867,429.

Key Details

• New ATM capacity: up to $1,000,000,000 in aggregate gross proceeds.
• Prior ATM results: 15,774,224 shares sold for ~ $1,499,867,429; prior program terminated with no penalty.
• Sales under the new agreement may occur on NYSE or other venues, through market makers, block trades, privately negotiated transactions, or other methods permitted by law.
• Sales agents’ fee: up to 1.5% of gross sales price per share; company will also reimburse certain agent expenses.
• Shares to be issued under Oklo’s shelf registration on Form S-3 (File No. 333-291157); a prospectus supplement dated May 13, 2026 will be filed. Legal opinion from Orrick, Herrington & Sutcliffe is included as an exhibit.

Why It Matters

• The new ATM gives Oklo ongoing flexibility to raise capital quickly and incrementally as market conditions permit. That can support operations, development programs, or other corporate needs without a single large financing event.
• Any sales under the ATM will increase shares outstanding and may dilute existing shareholders; investors should monitor prospectus supplements and future sales notices for timing, size and pricing of share issuances.
• The prior $1.5B program was effectively fully utilized, so this $1.0B program replaces that capacity but at a lower aggregate ceiling; transaction costs include agent commissions and reimbursable expenses.