Oklo Inc. Enters $1B "At-the-Market" Equity Program; Prior ATM Terminated

What Happened

• On September 11, 2026, Oklo Inc. announced a new equity distribution agreement (an "at-the-market" or ATM offering) with Goldman Sachs, BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley, Barclays, Cantor Fitzgerald, Guggenheim, Canaccord Genuity and B. Riley as sales agents. Under this Sales Agreement the company may offer and sell up to $1,000,000,000 aggregate gross proceeds of its Class A common stock from time to time.
• The filing also reports that the Company delivered notice terminating its prior Equity Distribution Agreement (the Prior Sales Agreement) effective at the close of business on September 10, 2026. Through that prior program the Company sold 17,971,448 shares for gross proceeds of approximately $1,000,000,000.

Key Details

• New ATM aggregate capacity: up to $1,000,000,000; effective filing date: September 11, 2026.
• Sales agents include major investment banks (Goldman Sachs, BofA, Citi, J.P. Morgan, Morgan Stanley, Barclays, Cantor Fitzgerald, Guggenheim, Canaccord Genuity, B. Riley).
• Commission: up to 1.5% of gross sales price per share; Company will reimburse certain agent expenses.
• Prior program results: 17,971,448 shares sold for ~ $1,000,000,000 through the termination date; no termination penalties.
• Shares to be issued under the Company’s effective Form S-3 shelf registration (File No. 333-291157); Orrick provided a legal opinion filed as Exhibit 5.1.

Why It Matters

• This ATM agreement gives Oklo flexible access to raise up to $1.0B of equity capital over time, which the company can use as needed without a single large offering. That flexibility can be helpful for funding operations or projects on a rolling basis.
• For existing shareholders, ATM sales are a potential source of dilution because new shares may be sold into the market. The filing specifies controls (company can set minimum prices and suspend sales) and costs (commissions up to 1.5%).
• The company effectively completed roughly $1.0B of sales under the prior ATM (about 18 million shares), indicating active use of this financing channel; the new agreement replaces the prior program with a similar aggregate capacity.