{"url_path":"/sec/oklo/8-k/2026-09-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1849056/0001104659-26-106897-index.html","accession_number":"0001104659-26-106897","cik":"0001849056","ticker":"OKLO","issuer_name":"Oklo Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1849056/0001104659-26-106897-index.html","primary_entity_key":"0001849056","primary_entity_name":"Oklo Inc."},"word_count":863,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nSeptember 11, 2026, Oklo Inc. (the “Company”) entered into an equity distribution agreement (the “Sales Agreement”)\nwith Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley &\nCo. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Canaccord Genuity LLC and B. Riley Securities,\nInc. under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s Class A common\nstock, par value $0.0001 per share (the “Common Stock”), with aggregate gross sales proceeds of up to $1,000,000,000 through\nan “at the market” equity offering program under which Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global\nMarkets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Cantor Fitzgerald & Co., Guggenheim\nSecurities, LLC, Canaccord Genuity LLC and B. Riley Securities, Inc. will act as the agents (each, a “Sales Agent” and collectively,\nthe “Sales Agents”).\n\n \n\nSales,\nif any, of Common Stock under the Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on\nor through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in\nprivately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined\nin Rule 415(a)(4) under the Securities Act or through a combination of any such methods of sale. The Sales Agents may also sell Common\nStock by any other method permitted by law.\n\n \n\nThe\nsecurities may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated\nprices. The Company will designate the maximum amount of Common Stock to be sold through the Sales Agents on a daily basis or otherwise\nas the Company and the Sales Agents agree and the minimum price per share at which such Common Stock may be sold. Subject to the terms\nand conditions of the Sales Agreement, the Sales Agents will use their reasonable efforts consistent with their normal sales and trading\npractices to sell on the Company’s behalf all of the designated shares of Common Stock. The Company may instruct the Sales Agents\nnot to sell any Common Stock if the sales cannot be effected at or above the price designated by the Company in any such instruction.\nThe Company or any of the Sales Agents may suspend the offering of Common Stock by notifying the other party.\n\n \n\nThe\nSales 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\nStock sold through such Sales Agents under the Sales Agreement, and the Company will reimburse the Sales Agents for certain expenses incurred\nin connection with their services under the Sales Agreement. The offering of Common Stock pursuant to the Sales Agreement will terminate\nupon the termination of the Sales Agreement by the Company or by the Sales Agents, as provided therein.\n\n \n\nThe\nSales Agreement contains representations and warranties and covenants that are customary for transactions of this type. In addition, the\nCompany has agreed to indemnify the Sales Agents against certain liabilities on customary terms, subject to limitations on such arrangements\nimposed by applicable law and regulation. In the ordinary course of its business, the Sales Agents and their affiliates have engaged in,\nand may engage in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company\nand its affiliates. The Sales Agents have received, or may in the future receive, customary fees and commissions for these transactions.\n\n \n\nThe\nshares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291157) as subsequently amended\nby that Amendment No. 1 to Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on\nDecember 4, 2025 (the “Shelf Registration Statement”). The Company intends to file a prospectus supplement, dated September\n11, 2026, with the SEC in connection with the offer and sale of the shares pursuant to the Sales Agreement.\n\n \n\nThe foregoing description of the Sales Agreement does\nnot purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement. A copy of the Sales\nAgreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.\n\n \n\n1 \n\n \n\n \n\nA\ncopy of the legal opinion of Orrick, Herrington & Sutcliffe LLP, relating to the validity of the shares of Common Stock that may be\nsold pursuant to the Sales Agreement, is filed with this Current Report on Form 8-K as Exhibit 5.1.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein,\nnor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful\nprior to registration or qualification under the securities laws of any such state."}