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424B5 1 tm2614458-1_424b5.htm 424B5 tm2614458-1_424b5 - none - 5.2848426s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291157

PROSPECTUS SUPPLEMENT
(To the Prospectus dated December 4, 2025)

UP TO $1,000,000,000
COMMON STOCK

We have entered into an Equity Distribution Agreement, dated as of May 13, 2026 (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. (collectively, the “Sales Agents”) relating to the offering of shares of Class A common stock, $0.0001 par value (“Common Stock”) of Oklo Inc. (the “Company”), having an aggregate gross sales price of up to $1,000,000,000, from time to time through the Sales Agents.

Sales, if any, of Common Stock under the Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange (the “NYSE”) or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or through a combination of any such methods of sale. The Sales Agents are not required to sell any specific number or dollar amount of shares of our Common Stock. Each of the Sales Agents has agreed to use its commercially reasonable efforts to sell on our behalf all of the shares of Common Stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms among the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The Sales Agents will be entitled to compensation under the terms of the Sales Agreement at a commission rate of up to 1.5% of the gross sales price per share sold. In connection with the sale of Common Stock on our behalf, each of the Sales Agents may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agents may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilities under the Securities Act.

In addition to the offer and sale of our Common Stock through the Sales Agents acting as sales agents or directly to the sales agents acting as principals, we also may in the future enter into forward sale agreements under separate forward sale confirmations between us and Goldman Sachs & Co. LLC or certain other Sales Agents or forward sellers or one or more affiliates of such Sales Agent or forward seller. In order to allow such forward sales transactions, we would amend and restate the Sales Agreement, along with a further prospectus supplement describing the terms of such potential transactions in further detail. We refer to each of these entities, when they would be acting in such capacity, as a “forward purchaser” and collectively as the “forward purchasers.” In connection with each potential forward sale agreement, the relevant forward purchaser would, at our request, attempt to borrow from third-party stock lenders and, through its related agent, sell a number of shares of our Common Stock equal to the number of shares of our Common Stock that would underlie the related forward sale agreement to hedge the forward sale agreement. Each of the Sales Agents, when acting as the agent for the related forward purchaser, is referred to herein as a “forward seller” and collectively as the “forward sellers”. Transactions contemplated by the forward sale agreements are referred to herein as “forward transactions.” Below, we describe potential forward sale agreement structures we may contemplate by way of example only and any such forward sale agreement structures are subject to agreement between the Company and the relevant forward purchaser, if any.

In one form of possible forward sale agreement, which we refer to as a “range forward transaction,” we may enter into one or more forward sale agreements relating to one or more range forward transactions (“range forward sale agreements”) with Goldman Sachs & Co. LLC, or one or more of the other forward purchasers, each acting in its capacity as forward purchaser (the “range forward purchaser”), pursuant to which we would agree to sell to the relevant range forward purchaser up to the number of shares of our Common Stock specified in the range forward sale agreement (subject to adjustment as set forth therein) and the relevant range forward purchaser would borrow from third-party stock lenders and sell the maximum number of shares of our Common Stock deliverable pursuant to the range forward transaction (the “hedging shares”) through the related Sales Agent acting as statutory underwriter and a forward seller (the “range forward seller”) over a period of time to be agreed between us and the relevant range forward purchaser (an “initial hedging period”), all subject to the terms of the relevant range forward sale agreement. We anticipate that each range forward purchaser would expect that, on the same days during the initial hedging period when the relevant range forward seller would be selling a number of hedging shares underlying the range forward transaction, the relevant range forward purchaser or its affiliates or agents would be contemporaneously purchasing a substantial portion of such number of shares in the open market for its own account, as each range forward purchaser would expect its initial hedge position in respect of the range

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-2
PROSPECTUS SUPPLEMENT SUMMARY		S-4
THE OFFERING		S-9
RISK FACTORS		S-10
FORWARD TRANSACTIONS		S-13
USE OF PROCEEDS		S-15
DILUTION		S-16
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		S-17
PLAN OF DISTRIBUTION		S-21
LEGAL MATTERS		S-23
EXPERTS		S-23
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		S-24

	Page
ABOUT THIS PROSPECTUS		1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE		4
THE COMPANY		6
RISK FACTORS		11
USE OF PROCEEDS		12
DESCRIPTION OF CAPITAL STOCK		13
DESCRIPTION OF DEBT SECURITIES		18
DESCRIPTION OF WARRANTS		25
DESCRIPTION OF RIGHTS		26
DESCRIPTION OF UNITS		27
GLOBAL SECURITIES		28
PLAN OF DISTRIBUTION		32
LEGAL MATTERS		34
EXPERTS		34

Assumed public offering price per share	$	78.13
Historical net tangible book value per share as of March 31, 2026	$	14.97
Increase per share attributable to new investors in this offering	$	4.24
Adjusted net tangible book value per share	$	19.21
Dilution in adjusted net tangible book value per share to new investors in this offering	$	58.92

SEC Form 424B5 filed by Oklo Inc.