NYSE: OKLO Oklo Inc. 8-K

Oklo raises $1.5B through ATM program, immediately launches new up to $1B offering facility

Filed May 13, 2026 · Period ending May 13, 2026 · ~1 min read

Key Changes

high

Oklo sold 15.8 million shares for $1.5B gross proceeds under its December 2025 ATM program, exhausting that facility's capacity, then immediately terminated it and established a new up to $1B ATM program on the same day.

Item 1.01 & 8.01 verify on EDGAR →
high

The new up to $1B at-the-market equity program with 10 investment banks gives Oklo discretion over timing, pricing, and volume of future share sales, with commissions capped at 1.5% of gross proceeds.

Item 1.01 verify on EDGAR →
medium

Oklo maintains control by setting daily volume limits and minimum acceptable prices; either party can suspend sales at any time to avoid dilution at unfavorable prices.

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low

The new program operates under Oklo's existing shelf registration (effective December 2025), enabling quick execution without additional SEC review delays.

Item 1.01 verify on EDGAR →

Summary

Oklo completed a major capital raise on May 13, 2026, selling nearly 16 million shares for approximately $1.5 billion through its at-the-market equity program established just five months earlier. Having exhausted that facility's capacity, the company immediately terminated it and launched a new up to $1 billion ATM program with a similar syndicate of 10 investment banks.

This back-to-back structure suggests strong investor demand and Oklo's need for continued access to capital, likely to fund its advanced nuclear reactor development and deployment plans. For retail shareholders, the $1.5 billion raise represents significant dilution—15.8 million new shares entered the market.

The immediate establishment of another up to $1 billion facility signals management expects to need substantial additional capital in the near term. The low 1.5% commission structure and management's discretion over timing are positives, but investors should monitor how quickly the new facility is utilized. Watch for Oklo's next quarterly filing to understand how the $1.5 billion is being deployed and whether the company begins tapping the new up to $1 billion facility immediately or waits for higher share prices.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,000 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added

Added ATM equity offering program high

Added in current filing · verify on EDGAR →

On May 13, 2026, 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., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC 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 $1,000,000,000 through an “at the market” equity offering program

Oklo established an at-the-market (ATM) equity offering program allowing it to sell up to $1 billion of Class A common stock over time through 10 investment bank agents. The company retains full discretion over timing, pricing, and volume of sales. This provides flexible access to capital without the need for traditional underwritten offerings.

Added Sales commission structure medium

Added in current filing · verify on EDGAR →

The Sales Agreement provides that the Company will pay the Sales Agents a commission of up to 1.5% of the gross sales price per share of Common Stock sold through such Sales Agents under the Sales Agreement

Oklo will pay the investment bank agents a commission of up to 1.5% of gross sales proceeds for shares sold under the program. This is a relatively low-cost capital raising mechanism compared to traditional underwritten offerings, which typically carry higher fees.

Show 1 minor / wording change

Added Registration statement basis low

Added in current filing · verify on EDGAR →

The shares 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 ATM program operates under Oklo's existing shelf registration statement that was declared effective by the SEC on December 4, 2025. This means the company already has regulatory approval to issue these securities and can execute sales quickly without additional SEC review delays.

Event · Item 1.02 — Termination of a Material Definitive Agreement

~200 words

Oklo terminated its $1.5B at-the-market equity offering program after selling nearly all authorized shares for ~$1.5B in gross proceeds.

1 Added

Added Termination of ATM equity offering agreement high

Added in current filing · verify on EDGAR →

On May 13, 2026, the Company delivered written notice of its intention to terminate the Equity Distribution Agreement, dated as of December 4, 2025 (the “Prior Sales Agreement”), by and among the Company and each of 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. (collectively, the “Prior Sales Agents”). The termination of the Prior Sales Agreement was effective as of the close of business on May 13, 2026.

Oklo terminated its at-the-market equity distribution agreement with nine investment banks effective May 13, 2026. The agreement, originally established in December 2025, allowed the company to sell up to $1.5 billion in common stock through these agents. The termination was voluntary with no penalties.

Event · Item 9.01 — Financial Statements and Exhibits

~200 words

Oklo entered an equity distribution agreement with 10 underwriters to enable at-the-market stock offerings.

1 Added

Added Equity distribution agreement high

Added in current filing · verify on EDGAR →

Equity Distribution Agreement, dated as of May 13, 2026, by and among the Company and 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 William Blair & Company, L.L.C.

Oklo has entered into an equity distribution agreement with ten major investment banks. This type of agreement typically establishes an at-the-market (ATM) offering program, allowing the company to sell shares directly into the market over time rather than in a single large offering. The involvement of ten underwriters suggests a substantial potential capital raise capability.