UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): December 4, 2025~~1934

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

Oklo Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~ its charter)

Delaware

~~001-40583~~

~~86-2292473~~

001-40583

86-2292473

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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

(650) 550-0127

(Registrant’s telephone number, including area code)

N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since Last~~since ~~Report~~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:

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

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

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

¨ o 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. ¨ o

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On December 4,~~Election 2025, 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., Morgan Stanley & Co. LLC, Barclays Capital Inc., TD Securities (USA) LLC, Guggenheim Securities, LLC, B. Riley Securities, Inc. and William Blair & Company, L.L.C. 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 $1,500,000,000 through an “at the market” equity offering program under which Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., TD Securities (USA) LLC, Guggenheim Securities, LLC, B. Riley Securities, Inc. and William Blair & Company, L.L.C. will act as the agents (each, a “Sales Agent” and collectively, the “Sales Agents”).Directors

~~Sales~~On April 10, if ~~any~~2026, ofthe ~~Common~~Board ~~Stock~~of ~~under~~Directors (the ~~Sales~~“Board”) ~~Agreement~~of ~~may~~Oklo beInc. ~~made~~(the in“Company”) ~~ordinary~~approved ~~brokers’~~an ~~transactions,~~increase toin orthe ~~through~~size aof ~~market maker, on or through~~ the ~~New~~Board ~~York~~to ~~Stock~~eleven ~~Exchange~~directors orand ~~any~~appointed ~~other~~David ~~market~~Christian, ~~venue~~Derek ~~where~~Kan, ~~the~~David ~~securities~~Park, ~~may~~and beDr. ~~traded,~~Mark inPeters ~~the~~to ~~over-the-counter market,~~serve inas ~~privately~~directors. ~~negotiated~~Messrs. ~~transactions,~~Kan inand ~~block~~Park ~~trades,~~were inappointed ~~transactions~~as ~~that~~Class ~~are~~I ~~deemed~~directors, toDr. bePeters ~~“at~~was ~~the~~appointed ~~market offerings”~~ as ~~defined~~a inClass ~~Rule~~II ~~415(a)(4)~~director, ~~under~~and ~~the~~Mr. ~~Securities~~Christian ~~Act~~was ofappointed ~~1933,~~ as ~~amended,~~a orClass ~~through~~III adirector, ~~combination~~in ofeach ~~any~~case ~~such methods~~to ofserve ~~sale.~~until ~~The~~his ~~Sales~~successor ~~Agents~~is ~~may~~duly ~~also~~elected ~~sell~~and ~~Common~~qualified ~~Stock~~or byuntil ~~any~~his ~~other~~earlier ~~method~~resignation ~~permitted~~or ~~by law~~removal.

~~The securities~~There ~~may~~is beno ~~sold~~arrangement ator ~~market~~understanding ~~prices~~pursuant ~~prevailing~~to atwhich ~~the~~any ~~time~~ of ~~sale~~Messrs. Christian, atKan, ~~prices~~Park, ~~related~~and toPeters ~~such~~were ~~prevailing~~appointed ~~market~~to ~~prices~~the ~~or at negotiated prices~~Board. The ~~Company~~Board ~~will~~has ~~designate~~determined ~~the~~that ~~maximum~~each ~~amount~~ of ~~Common~~Messrs. ~~Stock~~Christian, toKan, bePark, ~~sold~~and ~~through~~Peters ~~the~~qualifies ~~Sales Agents on a daily basis or otherwise~~ as ~~the~~an ~~Company~~independent ~~and~~director ~~the~~under ~~Sales Agents agree and~~ the ~~minimum~~New ~~price~~York ~~per~~Stock ~~share~~Exchange atlisting ~~which~~standards. ~~such~~There ~~Common~~are ~~Stock~~no ~~may~~transactions bebetween ~~sold. Subject to~~ the ~~terms~~ Company and ~~conditions~~any of ~~the~~Messrs. ~~Sales~~Christian, ~~Agreement~~Kan, ~~the~~Park, ~~Sales Agents will use their reasonable efforts consistent with their normal sales~~ and ~~trading practices~~Peters tothat ~~sell~~would onbe ~~the~~reportable ~~Company’s~~under ~~behalf~~Item ~~all~~404(a) of ~~the~~Regulation ~~designated~~S-K. ~~shares of Common Stock~~Messrs. ~~The~~Christian, ~~Company~~Kan, ~~may~~Park, ~~instruct~~and ~~the~~Peters ~~Sales~~will ~~Agents not~~receive tocompensation ~~sell~~consistent ~~any~~with ~~Common~~that ~~Stock~~provided ifto ~~the~~non-employee ~~sales~~directors ~~cannot~~as bedescribed ~~effected~~in ~~at or above~~ the ~~price designated by the~~ Company’s innon-employee ~~any~~director ~~such~~compensation ~~instruction~~program. ~~The Company or any of the Sales Agents may suspend the offering of Common Stock by notifying the other party.~~

~~The Sales~~Appointment ~~Agreement provides that the Company will pay the Sales Agents a commission~~ of upLead toIndependent 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.Director

~~The Sales~~On ~~Agreement~~April ~~contains representations and warranties and covenants that are customary for transactions of this type. In addition~~10, ~~the Company has agreed to indemnify the Sales Agents against certain liabilities on customary terms~~2026, ~~subject to limitations on such arrangements imposed by applicable law and regulation. In~~ the ~~ordinary~~Board ~~course~~appointed ofMichael ~~its~~Thompson ~~business,~~as ~~the Sales Agents and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and~~ its ~~affiliates.~~Lead ~~The~~Independent ~~Sales Agents have received~~Director, oreffective ~~may in the future receive, customary fees and commissions for these transactions~~immediately.

~~The shares~~Resignation 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 December 4, 2025, with the SEC in connection with the offer and sale of ~~the shares pursuant to the Sales Agreement.~~Officer

~~The~~On ~~foregoing~~April ~~description~~8, of2026, the ~~Sales~~Company ~~Agreement~~and ~~does not~~Patrick ~~purport~~J. toSchweiger, bethe ~~complete~~Company’s ~~and~~Chief isTechnology ~~qualified~~Officer, inreached ~~its~~mutual ~~entirety~~agreement ~~by reference~~ to ~~the~~transition ~~full text of the Sales Agreement~~Mr. ASchweiger ~~copy~~from ofChief ~~the~~Technology ~~Sales Agreement~~Officer isto ~~filed~~a ~~with this Current Report on Form 8~~non-Kexecutive role as ~~Exhibit~~a ~~1.1~~senior ~~and~~technical ~~is incorporated herein by reference~~advisor.

1Item 9.01. Financial Statements and Exhibits.

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.(d) Exhibits

~~This Current~~The ~~Report~~following onexhibits ~~Form~~are ~~8-K~~included ~~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~~this ~~state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.~~report:

Item 9.01 Financial Statements and Exhibits


Exhibit No.						Description
99.1						Press Release on April 1 4 , 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

No.		Description
1.1		Equity Distribution Agreement, dated as of December 4, 2025, by and among the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., TD Securities (USA) LLC, Guggenheim Securities, LLC, B. Riley Securities, Inc. and William Blair & Company, L.L.C.
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)

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.

Date: April 14, 2026	By:	/s/ R. Craig Bealmear
	Name:	R. Craig Bealmear
	Title:	Chief Financial Officer

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: December 4, 2025	/s/ R. Craig Bealmear
	R. Craig Bealmear
	Chief Financial Officer

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