Oklo Inc. 8-K filed 2026-09-11

Oklo Inc., which trades under the ticker OKLO on the NYSE and is listed as an Emerging growth company, filed an 8-K on 2026-09-11 reporting two linked events. Under Item 1.01, on September 11, 2026 the company entered into an equity distribution agreement 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. The agreement sets up an "at the market" equity offering program under which Oklo may sell shares of its Class A common stock, from time to time and at its sole discretion, with aggregate gross sales proceeds of up to $1,000,000,000. For a reader tracking dilution, the mechanics matter. Shares may be sold at prevailing market prices, at prices related to them, or at negotiated prices, on or through the New York Stock Exchange, in block trades, in privately negotiated transactions and by other methods. The company sets the daily maximum and a minimum price per share, and either side may suspend the offering. The agents receive a commission of up to 1.5% of the gross sales price per share sold. The shares will be issued under the company's shelf registration statement on Form S-3, declared effective by the SEC on December 4, 2025, and the company intends to file a prospectus supplement dated September 11, 2026. The sales agreement is filed as Exhibit 1.1 and a legal opinion from Orrick, Herrington & Sutcliffe LLP as Exhibit 5.1. How many shares will actually be sold, when, and what the proceeds will be used for is not in the filing. Under Item 1.02, the company terminated a prior equity distribution agreement dated May 13, 2026, effective as of the close of business on September 10, 2026. That earlier agreement had the same agents, except that William Blair & Company, L.L.C. was a party to it and B. Riley Securities, Inc. was not. The excerpt breaks off where it begins describing activity under the prior agreement, so the size of that earlier program and any amount sold under it are not in the filing as provided here.