Oklo Inc. has entered into a new equity distribution agreement with a group of major financial institutions, replacing a prior agreement that had already been fully utilized. The new agreement, dated September 11, 2026, allows Oklo to sell its Class A common stock with gross sales proceeds of up to $1,000,000,000.
The new equity distribution agreement is 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. These entities will act as sales agents under an "at the market" equity offering program. The offering may be conducted through various methods, including ordinary brokers' transactions, block trades, or privately negotiated transactions, and the securities may be sold at market prices prevailing at the time of sale.
Under the terms of the new 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. The offering will be conducted pursuant to a shelf registration statement on Form S-3 (File No. 333-291157) that was declared effective by the SEC on December 4, 2025. Oklo intends to file a prospectus supplement, dated September 11, 2026, with the SEC in connection with the offer and sale of the shares.
In a separate item, Oklo reported the termination of its prior equity distribution agreement, dated May 13, 2026. The termination was effective as of the close of business on September 10, 2026. Under the terms of the prior agreement, Oklo had the ability to offer and sell shares of its Common Stock having an aggregate offering price of up to $1,000,000,000. The company sold 17,971,448 shares of its Common Stock for gross proceeds of approximately $1,000,000,000 pursuant to the prior agreement through its termination date. Oklo is not subject to any termination penalties related to the termination of the prior agreement.
