Oklo Inc-A美股招股说明书(2026-05-13版)

UP TO $1,000,000,000COMMON STOCK We have entered into an Equity Distribution Agreement, dated as of May13, 2026 (the “Sales Agreement”), with GoldmanSachs & 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 ClassA 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 timethrough the Sales Agents. Sales, if any, of Common Stock under the Sales Agreement may be made in ordinary brokers’ transactions, to or through amarket maker, on or through the New York Stock Exchange (the “NYSE”) or any other market venue where the securities may betraded, in the over-the-counter market, in privately negotiated transactions, in block trades, in transactions that are deemed to be “atthe market offerings” as defined in Rule415(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 dollaramount of shares of our Common Stock. Each of the Sales Agents has agreed to use its commercially reasonable efforts to sell onour behalf all of the shares of Common Stock requested to be sold by us, consistent with its normal trading and sales practices, onmutually agreed terms among the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust orsimilar 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 bedeemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agents may be deemedto be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agents withrespect 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 salesagents acting as principals, we also may in the future enter into forward sale agreements under separate forward sale confirmationsbetween us and Goldman Sachs & Co. LLC or certain other Sales Agents or forward sellers or one or more affiliates of such SalesAgent or forward seller. In order to allow such forward sales transactions, we would amend and restate the Sales Agreement, alongwith a further prospectus supplement describing the terms of such potential transactions in further detail. We refer to each of theseentities, when they would be acting in such capacity, as a “forward purchaser” and collectively as the “forward purchasers.” Inconnection with each potential forward sale agreement, the relevant forward purchaser would, at our request, attempt to borrow fromthird-party stock lenders and, through its related agent, sell a number of shares of our Common Stock equal to the number of sharesof our Common Stock that would underlie the related forward sale agreement to hedge the forward sale agreement. Each of the SalesAgents, 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 saleagreement 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 ormore forward sale agreements relating to one or more range forward transactions (“range forward sale agreements”) with GoldmanSachs & Co. LLC, or one or more of the other forward purchasers, each acting in its capacity as forward purchaser (the “rangeforward purchaser”), pursuant to which we would agree to sell to the relevant range forward purchaser up to the number of shares ofour Common Stock specified in the range forward sale agreement (subject to adjustment as set forth therein) and the relevant rangeforward purchaser would borrow from third-party stock lenders and sell the maximum number of shares of our Common Stockdeliverable pursuant to the range forward transaction (the “hedging shares”) through the related Sales Agent acting as statutoryunderwriter and a forward seller (the “range forward seller”) over a period of time to be agreed between us and the relevant rangeforward purchaser (an “i