Oklo signs $1 billion at-the-market stock sale agreement
Sales agents will earn a commission of up to 1.5% of the gross sales price per share.
Key facts
- 17,971,448 shares sold under prior agreement, which ended September 10, 2026
- Ten sales agents include Goldman Sachs, Citigroup, J.P. Morgan and Morgan Stanley
- Shares may be sold at market prices, related prices or negotiated prices
- Shelf registration statement declared effective by the SEC on December 4, 2025
- Prior agreement dated May 13, 2026; either party may suspend the offering
Oklo Inc. entered an equity distribution agreement on September 11 with ten banks to sell up to $1 billion of its Class A common stock through an at-the-market offering program, according to an 8-K filing.
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. act as sales agents. Oklo will pay them a commission of up to 1.5% of the gross sales price per share and reimburse certain expenses. Sales may be made in ordinary brokers' transactions, to or through a market maker, on the New York Stock Exchange or another market venue, in the over-the-counter market, in privately negotiated transactions, in block trades or in transactions deemed "at the market offerings" under Rule 415(a)(4) of the Securities Act.
Oklo sets the maximum number of shares to be sold daily and the minimum price per share, and may instruct the agents not to sell below that price. Either party may suspend the offering. The shares, par value $0.0001, are issued under a shelf registration statement on Form S-3 that the SEC declared effective on December 4, 2025. Oklo intends to file a prospectus supplement dated September 11.
Prior program sold 17,971,448 shares
Oklo delivered written notice on September 10 of its intention to terminate the earlier equity distribution agreement, dated May 13, 2026, with the same banks except that William Blair & Company, L.L.C. replaced B. Riley Securities, Inc. The termination took effect at the close of business on September 10. Oklo is not subject to termination penalties.
Under that agreement, which allowed up to $1 billion in aggregate offering price, Oklo sold 17,971,448 shares for gross proceeds of approximately $1 billion. It will make no further sales under the agreement or its related prospectus supplement.