Oklo Inc. filed a Form 8-K with the SEC on September 11, 2026, disclosing entry into a new equity distribution agreement allowing the company to sell up to $1,000,000,000 in Class A common stock through an at-the-market program, while simultaneously terminating a prior agreement under which it had already sold the full prior capacity.

Key Highlights

  • New ATM program capacity: Oklo may offer and sell shares of Class A common stock with aggregate gross sales proceeds of up to $1,000,000,000 under the new Sales Agreement dated September 11, 2026.
  • Ten sales agents named: 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 agents.
  • Agent commission: The company will pay the Sales Agents a commission of up to 1.5% of the gross sales price per share sold under the Sales Agreement.
  • Prior agreement fully utilized: The company sold 17,971,448 shares for gross proceeds of approximately $1,000,000,000 under the prior Equity Distribution Agreement before terminating it on September 10, 2026.
  • Shelf registration backing: Shares will be issued pursuant to the company's shelf registration statement on Form S-3 (File No. 333-291157), declared effective by the SEC on December 4, 2025.
  • No termination penalties: According to the filing, the company is not subject to any termination penalties related to the termination of the Prior Sales Agreement.

Oklo Replaces Fully Utilized ATM Facility With New $1 Billion Program

According to the Form 8-K filed September 11, 2026, Oklo Inc. (NYSE:OKLO) entered into a new equity distribution agreement on that date, under which the company may offer and sell shares of its Class A common stock, par value $0.0001 per share, with aggregate gross sales proceeds of up to $1,000,000,000. The filing describes the arrangement as an "at the market" equity offering program, with ten financial institutions serving as sales agents. Sales may be made in ordinary brokers' transactions, through a market maker, on or through the New York Stock Exchange or other venues, in the over-the-counter market, in privately negotiated transactions, in block trades, or through a combination of such methods, the filing states.

The filing discloses that the company will designate the maximum amount of Common Stock to be sold on a daily basis or as otherwise agreed, and will set a minimum price per share below which sales cannot be executed. The company retains the right to instruct the Sales Agents not to sell shares if sales cannot be effected at or above its designated price. Either the company or any Sales Agent may suspend the offering by notifying the other party. The company agreed to indemnify the Sales Agents against certain liabilities on customary terms, the filing notes.

Separately, the filing reports that on September 10, 2026, the company delivered written notice to terminate its prior Equity Distribution Agreement dated May 13, 2026, which had also carried a capacity of up to $1,000,000,000. The prior agreement was terminated at the close of business on September 10, 2026, after the company had sold 17,971,448 shares of Common Stock for gross proceeds of approximately $1,000,000,000 through the prior sales agents. The filing states the company will make no further sales under the prior agreement or its related prospectus supplement.

What Was Disclosed

Oklo disclosed the establishment of a new $1,000,000,000 at-the-market equity offering program with ten agents at up to 1.5% commission per share, backed by an existing shelf registration, alongside the termination of a prior fully utilized ATM agreement that generated approximately $1,000,000,000 in gross proceeds from 17,971,448 shares sold.