OKLO · Oklo Inc.

Oklo Inc. has refreshed its at-the-market (ATM) equity offering capacity by terminating its prior $1.5 billion program—under which it successfully sold 15,774,224 shares for approximately $1.5 billion in gross proceeds—and simultaneously entering a new $1 billion Sales Agreement. This move replenishes fundraising flexibility without penalties, signaling ongoing capital needs likely tied to its nuclear technology development. The new program expands the agent roster to 10 major firms, including Goldman Sachs, BofA, Citi, JPM, Morgan Stanley, Barclays, Cantor, Guggenheim, Canaccord, and William Blair, potentially enhancing distribution efficiency and market access. Key commercial terms mirror industry standards: sales at prevailing market prices or negotiated, with the company controlling volume and floor prices daily, agents earning up to 1.5% commission, and either party able to suspend or terminate. Shares will flow through the existing S-3 shelf registration (effective December 2025), with a prospectus supplement filed May 13, 2026. For investors, this maintains Oklo's ability to opportunistically raise equity amid volatility, backed by Orrick's validity opinion (Exhibit 5.1), though dilution risk persists as shares are issued.