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Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-24 · 491 added, 639 removed, 432 unchanged (72% of the section changed)

4 unchanged sentences

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report.

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2024 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

Our management assessed our internal control over financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Based on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to a material weakness as it relates specifically to infrequent and complex transactions.

This weakness has not been remediated as of the date of filing this Annual Report.

We intend to undertake the following remediation measures to address the material weakness described in this Annual Report:

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2025 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Remediation of Previously Reported Material Weakness

As disclosed in Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 24, 2025, a material weakness related to infrequent and complex transactions was identified as of December 31, 2024.

After giving full consideration to this material weakness, and the additional analyses and other procedures we performed to ensure that our audited consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

GAAP, our management has concluded that our audited consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S.

We have taken the following remediation measures to address the material weakness described above:

• Improve processes where management reviews information provided by third parties;

• Implement additional controls where finance and accounting reviews any amendments to third party agreements, as supported through hiring or use of third-party consultants and specialists, to ensure appropriate accounting treatment.

We expect that the remediation of this matter that was deemed a material weakness will be fully complete no later than December 31, 2025.

We concluded that the remediation of this material weakness was fully completed as of December 31, 2025.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Changes in Internal Control over Financial Reporting

In connection with our continued monitoring and maintenance of our control procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls.

Except as described above under “Management’s Annual Report On Internal Control over Financial Reporting” there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In connection with our continued monitoring and maintenance of our control procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, we continue to review, test, and improve the effectiveness of our internal controls.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

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Other Information

During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

Immaterial Correction of Interim Condensed Consolidated Financial Statements

During the fiscal quarter ended June 30, 2024, we entered into a Business Combination with AltC.

Pursuant to the Merger Agreement, the following transactions were consummated:

• immediately before the Closing the SAFEs converted to Class A common stock, and

• in connection with the Closing, certain Legacy Oklo equity holders (i.e., the Earnout Shares) and certain Sponsor shares unvested and became subject to vesting condition (i.e., the Founder Shares) based on certain triggering events with the fair value recognized as a deemed dividend at the measurement date (collectively the Earnout Shares and the Founder Shares were previously presented as a “deemed dividend - earnout and founder shares” on the condensed consolidated statements of operations).

In preparing our 2024 annual consolidated financial statements, we identified additional information regarding the fair value calculation of the SAFEs upon the consummation of the reverse recapitalization in connection with the Business Combination.

The additional information obtained led management to reevaluate the change in fair value of the SAFEs previously recorded in prior interim periods, and determine that such change in fair value should have been $2,055,662 less than previously reported.

As a result, we have recorded a decrease of $2,055,662 in the change in fair value during the period from amounts previously reported.

Further, we determined the tabular presentation of the deemed dividend for the Earnout and Founder Shares, and related impact to net loss attributable to common stockholders and loss per share on our interim statements of operations was not appropriate.

As a result of these matters, we plan to prospectively correct the condensed consolidated financial statements and related footnotes as of and for the periods ended June 30, 2024 and September 30, 2024 (the “quarterly financial statements”) for these items in future filings.

Management evaluated the above misstatements and concluded they were not material to our quarterly financial statements, individually or in the aggregate;

however, we plan to correct our quarterly financial statements for the interim periods of 2024 as presented below.

The following tables present a summary of the effects of the correction of our previously issued condensed consolidated financial statements for the three and six months ended June 30, 2024 to be presented as comparative financial information in the Form 10-Q for the period ending June 30, 2025:

Condensed Consolidated Balance Sheet (unaudited)

As of June 30, 2024

As Previously Reported

Additional paid-in capital $ 383,737,617 $ (2,055,662) $ 381,681,955

Accumulated deficit (114,861,513) 2,055,662 (112,805,851)

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

As Previously Reported

Statement of operations [increase (decrease)]:

Change in fair value of simple agreements for future equity $ (13,126,959) $ 2,055,662 $ (11,071,297) $ (29,919,959) $ 2,055,662 $ (27,864,297)

Total other loss (11,411,385) 2,055,662 (9,355,723) (28,063,082) 2,055,662 (26,007,420)

Loss before income taxes (29,182,363) 2,055,662 (27,126,701) (53,204,448) 2,055,662 (51,148,786)

Net loss (29,345,984) 2,055,662 (27,290,322) (53,368,069) 2,055,662 (51,312,407)

Deemed dividend - earnout and founder shares (487,934,600) 487,934,600 — (487,934,600) 487,934,600 —

Net loss attributable to common stockholders (517,280,584) 517,280,584 — (541,302,669) 541,302,669 —

Net loss per share:

Basic and diluted - Class A common stock (0.29) 0.02 (0.27) (0.63) 0.02 (0.61)

Net loss per share attributable to common stockholders:

Basic and diluted - Class A common stock (5.17) 5.17 — (6.36) 6.36 —

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

As Previously Reported

Net loss $ (29,345,984) $ 2,055,662 $ (27,290,322) $ (53,368,069) $ 2,055,662 $ (51,312,407)

Total comprehensive loss (28,927,965) 2,055,662 (26,872,303) (52,950,050) 2,055,662 (50,894,388)

Condensed Consolidated Statement of Stockholders' Equity (unaudited)

Six Months Ended June 30, 2024

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

As Previously Reported

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination $ 86,193,118 $ — $ 86,193,959

— (53,368,069) (53,368,069)

Balance as of June 30, 2024 383,737,617 (114,861,513) 269,306,333

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (2,055,662) — (2,055,662)

Net loss — 2,055,662 2,055,662

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination 84,137,456 — 84,138,297

Net loss — (51,312,407) (51,312,407)

Balance as of June 30, 2024 381,681,955 (112,805,851) 269,306,333

Condensed Consolidated Statement of Cash Flows (unaudited)

Six Months Ended June 30, 2024

As Previously Reported

Net loss $ (53,368,069) $ 2,055,662 $ (51,312,407)

Change in fair value of simple agreements for future equity 29,919,959 (2,055,662) 27,864,297

Reclassification of simple agreements for future equity in connection with Business Combination 86,193,959 (2,055,662) 84,138,297

Condensed Consolidated Balance Sheet (unaudited)

The following tables present a summary of the effects of the correction of our previously issued condensed consolidated financial statements for the nine months ended September 30, 2024 to be presented as comparative financial information in the Form 10-Q for the period ending September 30, 2025:

As of September 30, 2024

As Previously Reported

Additional paid-in capital $ 385,363,981 $ (2,055,662) $ 383,308,319

Accumulated deficit (124,820,677) 2,055,662 (122,765,015)

Condensed Consolidated Statement of Operations (unaudited)

Nine Months Ended September 30, 2024

As Previously Reported

Statement of operations [increase (decrease)]:

Change in fair value of simple agreements for future equity $ (29,919,959) $ 2,055,662 $ (27,864,297)

Total other loss (25,516,196) 2,055,662 (23,460,534)

Loss before income taxes (62,938,649) 2,055,662 (60,882,987)

Net loss (63,327,233) 2,055,662 (61,271,571)

Deemed dividend - earnout and founder shares (487,934,600) 487,934,600 —

Net loss attributable to common stockholders (551,261,833) 551,261,833 —

Net loss per share:

Basic and diluted - Class A common stock (0.65) 0.02 (0.63)

Net loss per share attributable to common stockholders:

Basic and diluted - Class A common stock (5.65) 5.65 —

Condensed Consolidated Statement of Comprehensive Loss (unaudited)

Nine Months Ended September 30, 2024

As Previously Reported

Adjustment As Corrected

Net loss $ (63,327,233) $ 2,055,662 $ (61,271,571)

Total comprehensive loss (60,606,146) 2,055,662 (58,550,484)

Condensed Consolidated Statement of Stockholders' Equity (unaudited)

Nine Months Ended September 30, 2024

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

As Previously Reported

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination $ 86,193,118 $ — $ 86,193,959

— (63,327,233) (63,327,233)

Balance as of September 30, 2024 385,363,981 (124,820,677) 263,276,601

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (2,055,662) — (2,055,662)

Net loss — 2,055,662 2,055,662

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination 84,137,456 — 84,138,297

Net loss — (61,271,571) (61,271,571)

Balance as of September 30, 2024 383,308,319 (122,765,015) 263,276,601

Condensed Consolidated Statement of Cash Flows (unaudited)

As of September 30, 2024

As Previously Reported

Net loss $ (63,327,233) $ 2,055,662 $ (61,271,571)

Change in fair value of simple agreements for future equity 29,919,959 (2,055,662) 27,864,297

Reclassification of simple agreements for future equity in connection with Business Combination 86,193,959 (2,055,662) 84,138,297

Rule 10b5-1 Trading Arrangements

Except as stated below, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company, adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the three months ended December 31, 2025.

On December 15, 2025 , William Goodwin , the Company’s Chief Legal and Strategy Officer , adopted a Rule 10b5-1 trading arrangement (the “Trading Arrangement”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The Trading Arrangement is intended to provide for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) to satisfy tax withholding obligations arising exclusively from the vesting of equity awards and the related issuance of up to 13,620 shares of the Company’s common stock.

The number of shares that will be sold to satisfy applicable tax withholding obligations upon vesting is not currently determinable as the number will vary based on the market price of the Company’s common stock and the extent to which vesting conditions are satisfied.

The Trading Arrangement will terminate December 4, 2026 , subject to early termination for certain specified events set forth in the Trading Arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

The information required under this item is incorporated herein by reference to our proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2024.

The information required under this item is incorporated herein by reference to our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2025 (the "Proxy Statement").

We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations and NYSE listing standards.

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Executive Compensation

The information required under this item is incorporated herein by reference to our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under this item is incorporated herein by reference to our Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

The information required under this item is incorporated herein by reference to our Proxy Statement.

Principal Accountant Fees and Services

The information required under this item is incorporated herein by reference to our Proxy Statement.

Exhibits and Financial Statement Schedules

(a) See the Index to Consolidated Financial Statements on Page F-1 of this Annual Report.

(b) The information required to be submitted in the Financial Statement Schedules has either been shown in the financial statements or notes, or is not applicable or required under Regulation S-X;

(a)(1) Financial Statements:

See the Index to Consolidated Financial Statements on Page F-1 of this Annual Report.

(a)(2) Financial Statement Schedules:

The information required to be submitted in the Financial Statement Schedules has either been shown in the consolidated financial statements or notes, or is not applicable or required under Regulation S-X;

therefore, those schedules have been omitted.

The exhibits listed below are filed as part of this Annual Report or are incorporated herein by reference, in each case as indicated below.

(a)(3) Exhibits:

Set forth below is a list of all exhibits to this Annual Report, including those incorporated by reference.

EXHIBIT INDEX

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and Oklo Inc.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant with the SEC on July 11, 2023).

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K , filed with the SEC on July 11, 2023).

3.1 Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).

3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).

D escription of Securities

4.1 Description of Securities (incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K, filed with the SEC on March 24, 2025).

10.1 Amended and Restated Registration Rights Agreement, dated as of May 9, 2024, by and among AltC Acquisition Corp., AltC Sponsor LLC and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K , filed with the SEC on May 13, 2024).

10.2 Amended and Restated Letter Agreement, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Sponsor LLC, Oklo Inc.

and certain other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the registrant with the SEC on July 11, 2023).

2016 Stock Incentive Plan and forms of equity agreements thereunder (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8, filed by the registrant with the SEC on July 9, 2024).

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed by the registrant with the SEC on July 9, 2024).

and certain other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K , filed with the SEC on July 11, 2023).

10.3# Oklo Inc.

2016 Stock Incentive Plan and forms of equity agreements thereunder (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8, filed with the SEC on July 9, 2024).

10.4# Oklo Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on July 9, 2024).

10.5# Form of Restricted Stock Unit Award Agreement under Oklo Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8, filed by the registrant with the SEC on July 9, 2024).

2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed by the registrant with the SEC on July 9, 2024).

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8, filed with the SEC on July 9, 2024).

10.6# Oklo Inc.

2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed with the SEC on July 9, 2024).

10.7# Employment Agreement, effective May 9, 2024, by and between the Company and Jacob DeWitte (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2024).

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Craig Bealmear (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2024).

Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.12+ to the Company’s Registration Statement on Form S-1, as amended, filed by the registrant with the SEC on August 30, 2024).

10.10# Oklo Inc.

Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.12+ to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on August 30, 2024).

10.11# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).

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and Equinix, Inc.

(incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4, as amended, filed by the registrant with the SEC on April 15, 2024).

(incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4, as amended, filed with the SEC on April 15, 2024).

19.1* Insider Trading Policy

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23.1* Consent of Deloitte & Touche LLP

Consent of Marcum LLP

31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Amended and Restated Policy for the Recovery of Erroneously Awarded Compensation

97.1 Oklo Inc.

Amended and Restated Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 .1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2025).

101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

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This certification that is furnished herewith is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

# Indicates a management contract or compensatory plan or arrangement.

Form 10-K Summary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

March 17, 2026 By:

/s/ JACOB DEWITTE

Jacob DeWitte

Chairman and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/s/ Jacob DeWitte

Jacob DeWitte

Chairman and Chief Executive Officer

(Principal Executive Officer) March 17, 2026

Craig Bealmear

Chief Financial Officer

(Principal Financial and Accounting Officer) March 17, 2026

/s/ Caroline DeWitte

Caroline DeWitte

Chief Operating Officer and Director March 17, 2026

/s/ Lieutenant General (Ret.) John Jansen

Lieutenant General (Ret.) John Jansen

Director March 17, 2026

/s/ Richard W.

Director March 17, 2026

/s/ Michael Klein

Michael Klein

Director March 17, 2026

/s/ Michael Thompson

Michael Thompson

Director March 17, 2026

/s/ Daniel Poneman

Daniel Poneman

Director March 17, 2026

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB No.

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

Consolidated Statements of Operations for the Years Ended December 31, 202 5 and 202 4

Consolidated Statements of Comprehensi ve Loss for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity ( Deficit ) for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 202 5 and 202 4

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 5 and 202 4

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 and 202 4

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We have audited the accompanying consolidated balance sheets of Oklo Inc.

and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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We have served as the Company's auditor since 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Oklo Inc., (the “Company”) as of December 31, 2023, the related statements of operations, comprehensive loss, stockholders’ deficit and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America .

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2023 through October 9, 2024.

Los Angeles, CA

April 2, 2024, except for Notes 1, 2, 5, 7, 10, 11, 12 and 17, as to which the date is August 30, 2024, and except for Note 16 as to which the date is March 24, 2025

Consolidated Balance Sheets

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Total current assets 1,253,769 231,939

Marketable debt securities 47,473 —

Property and equipment, net 1,202 578

Marketable debt securities, net of current portion 184,568 47,473

Property, plant and equipment, net 42,312 1,202

Operating lease right-of-use assets 1,384 982

Indefinite-lived intangible assets 27,500 —

Goodwill 6,621 —

Other assets 12,303 140

Total assets $ 1,528,457 $ 281,736

Liabilities and stockholders’ equity (deficit)

Liabilities and stockholders’ equity

Current liabilities:

4 unchanged sentences

Operating lease liabilities, net of current portion 546 543

Simple agreements for future equity — 46,042

Right of first refusal liability 25,000 25,000

Deferred tax liabilities 1,155 —

Total liabilities 52,247 30,879

Commitments and contingencies (Note 15)

Stockholders' equity (deficit):

Commitments and contingencies

Stockholders' equity:

Class A common stock, $ 0.0001 par value – 500,000,000 shares authorized;

3 unchanged sentences

Accumulated other comprehensive income 1,179 2,213

Total stockholders’ equity (deficit) 250,857 ( 34,361 )

Total stockholders’ equity 1,476,210 250,857

Total liabilities and stockholders’ equity $ 1,528,457 $ 281,736

10 unchanged sentences

Change in fair value of simple agreements for future equity — ( 27,864 )

Interest and dividend income 7,732 180

Interest and dividend income, net 29,102 7,732

Total other income (loss) 29,102 ( 20,132 )

Loss before income taxes ( 110,192 ) ( 72,933 )

Income taxes ( 683 ) —

Income tax benefit (expense) 4,529 ( 683 )

Net loss $ ( 105,663 ) $ ( 73,616 )

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Net loss $ ( 105,663 ) $ ( 73,616 )

Other comprehensive income:

Change in unrealized gains on marketable debt securities 2,213 —

Other comprehensive (loss) income:

Unrealized (loss) gain on marketable debt securities ( 1,034 ) 2,213

Total comprehensive loss $ ( 106,697 ) $ ( 71,403 )

See accompanying notes to consolidated financial statements.

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

Year Ended December 31, 2024

Redeemable Convertible Preferred Stock Common Stock Class A Common Stock Additional Paid-in

Years Ended December 31, 2025 and 2024

Class A Common Stock Additional Paid-in

Capital Accumulated

Deficit Accumulated Other Comprehensive Income Total Stockholders’

Equity (Deficit)

Shares Amount Shares (1)

Par Value (1)

Shares Par Value

Balance as of December 31, 2023, as recast

— $ — — $ — 69,242,940 $ 7 $ 27,125 $ ( 61,493 ) $ — $ ( 34,361 )

Balance as of January 1, 2024 69,242,940 $ 7 $ 27,125 $ ( 61,493 ) $ — $ ( 34,361 )

Exercise of stock options 2,256,157 — 1,044 — — 1,044

Issuance of common stock in connection with the Recapitalization, net of transaction costs (Note 3) 43,099,811 4 258,951 — — 258,955

Issuance of common stock upon conversion of simple agreements for future equity immediately before the Recapitalization (Note 3) 8,407,894 1 84,137 — — 84,138

Change in unrealized gain on marketable debt securities — — — — 2,213 2,213

Issuance of common stock in connection with earnout awards 14,699,794 2 ( 2 ) — —

Stock-based compensation — — 12,484 — — 12,484

Issuance of Class A common stock in connection with the Business Combination, net of transaction costs (Note 3) — — — — 43,099,811 4 258,951 — — 258,955

Issuance of Class A common stock upon conversion of simple agreements for future equity immediately before the Business Combination (Note 3) — — — — 8,407,894 1 84,137 — — 84,138

Change in unrealized gains on marketable debt securities

— — — — — — — — 2,213 2,213

Issuance of Class A common stock in connection with earnout awards

— — — — 14,699,794 2 ( 2 ) — — —

Net loss — — — ( 73,616 ) — ( 73,616 )

Balance as of December 31, 2024 137,706,596 14 383,739 ( 135,109 ) 2,213 250,857

(1) The shares of the Company’s common stock prior to the Business Combination (as defined below) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

Year Ended December 31, 2023

(in thousands, except share data)

Redeemable Convertible Preferred Stock Common Stock Class A Common Stock Additional Paid-in

Capital Accumulated

Deficit Accumulated Other Comprehensive Income Total

Stockholders’

Equity (Deficit)

Shares Amount Shares (1)

Par Value (1)

Shares Par Value

Balance as of January 1, 2023, as previously reported 6,585,881 $ 25,032 4,771,025 $ — — $ — $ 1,209 $ ( 29,320 ) $ — $ ( 28,111 )

Retroactive application of reverse recapitalization (Note 3) ( 6,585,881 ) ( 25,032 ) ( 4,771,025 ) — 68,845,564 7 25,025 — — 25,032

Balance as of January 1, 2023, after effect of reverse recapitalization — — — — 68,845,564 7 26,234 ( 29,320 ) — ( 3,079 )

Exercise of stock options 2,759,216 — 4,028 — — 4,028

Issuance of common stock in connection with acquisition of business 820,840 — 27,408 — — 27,408

Issuance of restricted stock in connection with acquisition of business 274,339 — — — — —

Issuance of common stock for restricted stock units 571,741 — — — — —

Common stock withheld for taxes ( 67,187 ) — ( 1,647 ) — — ( 1,647 )

Issuance of common stock in connection with public offering, net of offering costs 7,666,667 1 440,101 — — 440,102

Issuance of common stock in at-the-market offering, net of offering costs 10,781,891 1 820,363 — — 820,364

Stock-based compensation — — 41,795 — — 41,795

Change in unrealized loss on marketable debt securities — — — — ( 1,034 ) ( 1,034 )

Net loss — — — ( 105,663 ) — ( 105,663 )

Balance as of December 31, 2025 160,514,103 $ 16 $ 1,715,787 $ ( 240,772 ) $ 1,179 $ 1,476,210

(1) The shares of the Company’s common stock prior to the reverse recapitalization have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3.

See accompanying notes to consolidated financial statements.

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Change in fair value of simple agreements for future equity — 27,864

Accretion of discount on marketable debt securities ( 520 ) —

Interest income and accretion of discount on marketable debt securities, net ( 3,485 ) ( 520 )

Stock-based compensation 41,795 12,484

Change in operating assets and liabilities:

Deferred income taxes ( 4,529 ) —

Change in operating assets and liabilities, net of effect of acquisition:

Prepaid and other current assets ( 21,574 ) ( 1,520 )

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Cash flows from investing activities:

Purchases of property and equipment ( 352 ) ( 83 )

Purchases of property, plant and equipment ( 33,205 ) ( 352 )

Purchases of marketable debt securities ( 820,480 ) ( 291,620 )

Proceeds from redemptions of marketable debt securities 376,992 116,198

Payment for acquisition of business, net of cash acquired ( 900 ) —

Purchase of other investments ( 12,086 ) —

Net cash used in investing activities ( 489,679 ) ( 175,774 )

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Proceeds from recapitalization - 276,210

Payment of taxes from common stock withheld ( 1,647 ) —

Proceeds from exercise of stock options 4,028 1,044

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Proceeds from simple agreements for future equity — 10,232

Payment of deferred issuance costs ( 11,058 ) ( 3,144 )

Payment of offering costs and deferred issuance costs ( 2,814 ) ( 11,058 )

Proceeds from sale of common stock, net of offering costs 1,263,599 —

Net cash provided by financing activities 1,263,166 301,428

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Cash and cash equivalents - end of year $ 788,445 $ 97,132

Supplemental disclosures of cash flow information

Cash paid for interest $ — $ —

Cash paid for income taxes 907 —

Supplemental noncash investing and financing activities:

Reclassification of deferred issuance costs in connection with business combination $ 5,510 $ —

Reclassification of simple agreements for future equity in connection with business combination 84,138 —

Issuance of common stock in connection with acquisition of business $ 27,408 $ —

Assumed liabilities in connection with acquisition of business 287 —

Purchases of property, plant and equipment in accounts payable and accrued expense and other 8,387 —

Offering costs included in accounts payable 79 —

Offering costs included in accrued expense and other 240 —

Deferred issuance costs included in accounts payable — 1,906

Deferred issuance costs included in accrued expense and other — 122

Purchases of computer software in accounts payable and accrued expense and other — 540

Reclassification of simple agreements for future equity in connection with the Recapitalization — 84,138

Reclassification of deferred issuance costs in connection with Recapitalization — 5,510

See accompanying notes to consolidated financial statements.

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Nature of Operations and Organization

(following the Business Combination where AltC Acquisition Corp.

("AltC") changed its name to Oklo Inc., the “Company” or “Oklo”) conducts its operations through its subsidiary Oklo Technologies, Inc., a Delaware corporation incorporated on July 3, 2013 (formerly known as Oklo Inc.

before the Business Combination and referred to herein as “Legacy Oklo”) (as further described under the heading Business Combination below).

The Company is developing advanced fission power plants to provide clean, reliable, and affordable energy at scale.

(the "Company" or "Oklo"), a Delaware corporation, and its subsidiaries are developing advanced fission power plants to provide clean, reliable, and affordable energy at scale.

Oklo Technologies, Inc., a Delaware corporation and wholly owned subsidiary of Oklo Inc., was incorporated on July 3, 2013.

Prior to the Recapitalization (as defined below), Oklo Technologies, Inc.

was formerly known as Oklo Inc.

(referred to herein as “Legacy Oklo”).

The Company plans to commercialize its metal-fueled fast reactor technology with the Aurora powerhouse product line.

The first commercial Aurora powerhouse designs are expected to produce up to 15 and 75 megawatts of electricity (“MWe”) on both recycled nuclear fuel and fresh fuel.

Oklo’s advanced fission technology has a history of successful operation, first demonstrated by the Experimental Breeder Reactor-II, which sold and supplied power to the grid and showed effective waste recycling capabilities for over 30 years of operation.

Furthermore, Oklo has achieved several significant deployment and regulatory milestones, including securing a site use permit from the U.S.

Department of Energy (“DOE”) for the Idaho National Laboratory (“INL”) Site and a fuel award from INL for a commercial-scale advanced fission power plant in Idaho.

Business Combination

On May 9, 2024, the Company consummated a business combination pursuant to an Agreement and Plan of Merger and Reorganization dated July 11, 2023 (as amended, modified, supplemented or waived, the “Merger Agreement”), by and among the Company (formerly known as AltC Acquisition Corp.), AltC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of AltC (“Merger Sub”), and Legacy Oklo.

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy Oklo, with Legacy Oklo surviving the merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) (as further described in Note 3).

Upon consummation of the Business Combination (the “Closing”), AltC changed its name to Oklo Inc.

The Company’s Class A common stock commenced trading on the New York Stock Exchange (“NYSE”) under the symbol “OKLO” on May 10, 2024.

The Aurora product line is designed to produce from 15 and up to 75 megawatts of electricity (“MWe”) on fresh, recycled, or down-blended nuclear fuel.

Advanced fission technology built on a deep history of successful operation, first demonstrated by the Experimental Breeder Reactor-II (“EBR-II”), which sold and supplied power to the grid and showed effective used nuclear fuel recycling capabilities over 30 years of operation.

The Company is also commercializing nuclear fuel recycling, fuel fabrication technology that can convert used nuclear fuel into usable fuel for its reactors, and the production of radioisotopes.

Business Combinations

On May 9, 2024, the Company consummated a business combination with AltC Acquisition Corp.

(“AltC”), pursuant to an Agreement and Plan of Merger and Reorganization dated July 11, 2023 (as amended, modified, supplemented, or waived, the “Merger Agreement”), resulting in a reverse recapitalization (the “Recapitalization”).

Legacy Oklo was treated as the accounting acquirer, and AltC was renamed Oklo Inc.

The transaction had no impact on previously reported net loss, cash flows, or total assets.

See Note 3 — Business Combinations—Recapitalization for additional information.

On February 28, 2025, the Company acquired Atomic Alchemy Inc.

("Atomic Alchemy"), to combine its expertise in building and operating fast reactors and nuclear fuel recycling with Atomic Alchemy’s expertise in its radioisotope business to meet the increasing demands for radioisotopes in medical, energy, industry, defense, and artificial intelligence applications.

See Note 3 — Business Combinations—Atomic Alchemy for additional information.

Liquidity and Capital Resources

As of December 31, 2024, the Company’s cash, cash equivalents and marketable debt securities were $ 275,287 , which includes the proceeds received from the Business Combination.

As of December 31, 2025, the Company’s cash, cash equivalents and marketable debt securities were $ 1,412,539 .

The Company continues to incur significant operating losses.

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As of December 31, 2025, the Company had an accumulated deficit of $ 240,772 .

The Company will utilize its existing cash, cash equivalents and marketable debt securities to fund its powerhouses, operations, and growth plans.

The Company believes that as a result of the Business Combination, its existing cash, cash equivalents and marketable debt securities will be sufficient to fund its operations for the one-year period following the issuance date of these consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to current period presentation.

These reclassifications were immaterial, both individually and in aggregate.

These changes did not impact previously reported loss from operations or net loss.

The Company expects to utilize its existing cash, cash equivalents, and marketable debt securities to fund construction of its powerhouses, fuel fabrication, and recycling facilities, as well as its radioisotopes business, business operations, and growth plans and believes that its existing cash, cash equivalents, and marketable debt securities will be sufficient to fund its operations for the one-year period following the issuance date of these consolidated financial statements.

Summary of Significant Accounting Policies

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The Company has viewed its financial information on an aggregate basis for the purposes of evaluating financial performance and allocating the Company’s resources.

The Company's principal business consists primarily of research and development activities for its planned powerhouses and nuclear recycling facilities.

Accordingly, the Company has determined that it operates in one reportable segment.

For more information about the Company's single operating and reportable segment, see Note 16.

The Company’s principal business consists primarily of research and development and deployment activities for its planned or in-process powerhouses, nuclear fuel recycling and fuel fabrication facilities, and its radioisotope production facilities.

Accordingly, the Company has determined that it conducts its business in one operating and one reportable segment.

For more information about the Company’s single operating and reportable segment, See Note 14 — Segment Information.

Principles of Consolidation

The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries Oklo Technologies, Inc.

and Oklo Power LLC.

The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries.

All intercompany transactions and balances have been eliminated.

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Actual results could differ materially from these estimates.

On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of the operating lease liabilities and operating right-of-use assets, useful lives of property and equipment, stock-based compensation expense, valuation allowance on deferred tax assets, fair value of simple agreements for future equity and valuations related to the Business Combination.

On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of the operating lease liabilities and operating right-of-use assets, useful lives of property, plant and equipment, valuation allowance on deferred tax assets, and fair value of acquired intangible assets and goodwill.

These estimates, judgments, and assumptions are based on current and expected economic conditions, historical data, and experience available at the date of the accompanying consolidated financial statements, and various other factors that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Risk and Uncertainties

The Company is subject to continuing risks and uncertainties in connection with the current macroeconomic environment, including as a result of inflation, instability in the global banking system, trade policy (including tariffs, export controls, and sanctions), and geopolitical factors, including the ongoing conflicts in Ukraine and Israel.

At this point, the extent to which these effects may impact the Company’s future financial condition or results of operations is uncertain, and as of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the update of any estimates or judgments or an adjustment of the carrying value of any assets or liabilities.

Given the nature of the business, the ongoing conflicts in Ukraine and Israel have not had a specific impact on the Company’s financial performance.

These estimates may change as new events occur and additional information is obtained and will be recognized in the financial statements as soon as they become known.

Net Loss Per Share

The Business Combination was accounted for as a reverse recapitalization, as Legacy Oklo was determined to be the accounting acquirer under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations .

Accordingly, for accounting purposes, the transaction is treated as the equivalent of Legacy Oklo issuing stock for the net assets of AltC, accompanied by a recapitalization;

therefore, the basic net loss per share has been determined utilizing the outstanding shares of the Class A common stock as described below.

The Company’s basic net loss per share of Class A common stock is computed based on the average number of outstanding shares of Class A common stock for the period, by dividing the net loss by the weighted-average number of shares of Class A common stock outstanding for the period, without consideration for potential dilutive securities.

Diluted net loss per share of Class A common stock is computed by dividing net loss by the weighted-average number of shares of Class A common stock and common share equivalents of potentially dilutive securities outstanding for the period.

The Company is subject to continuing risks and uncertainties amidst a range of supply chain, construction, and design complexities and in connection with the market dynamics around fuel costs and the current macroeconomic environment, including as a result of inflation, instability in the global banking system, trade policy (including tariffs, export controls, and sanctions), and geopolitical factors.

At this point, the extent to which these effects may impact the Company’s future financial condition or results of operations is uncertain, and as of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the update of any estimates or judgments or an adjustment of the carrying value of any assets or liabilities.

These estimates may change as new events occur and additional information is obtained and will be recognized in the consolidated financial statements as soon as they become known.

Net Loss Per Common Share

The Company’s basic net loss per share of common stock is computed based on the average number of outstanding shares of common stock for the period, by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities.

Diluted net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock and common share equivalents of potentially dilutive securities outstanding for the period.

Potentially dilutive securities include common stock equivalents.

Since the Company was in a loss position for the years presented, basic net loss per share of Class A common stock is the same as diluted net loss per share of Class A common stock since the effects of potentially dilutive securities are antidilutive.

The outstanding potentially dilutive common stock equivalents consisting of:

(1) options to purchase shares of Class A common stock representing 9,470,382 and 11,426,653 shares as of December 31, 2024 and 2023, respectively, and (2) unvested restricted common stock units representing 1,252,166 as of December 31, 2024, have been excluded from the calculation of diluted net loss per Class A common share due to their anti-dilutive effect.

Emerging Growth Company Status

The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company.

As part of these exemptions, the Company has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting.

Additionally, the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.

Cash, Cash Equivalents and Marketable Securities

Since the Company was in a loss position for the periods presented, basic net loss per share of common stock is the same as diluted net loss per share of common stock since the effects of potentially dilutive securities are antidilutive.

The outstanding potentially dilutive common stock equivalents as of December 31, 2025 and 2024 for:

(1) options to purchase shares of common stock of 6,468,440 and 9,470,382 , respectively, (2) unvested restricted stock of 640,125 and none , respectively, and (3) unvested restricted stock units of 2,423,478 and 1,252,166 , respectively, have been excluded from the calculation of diluted net loss per common share due to their anti-dilutive effect.

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments in money market funds with an original contractual maturity at the date of purchase of three months or less.

Marketable Debt Securities, Available-for-Sale

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale.

The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date.

The cost of marketable debt securities is adjusted for accretion of premiums and amortization of discounts to maturity.

The cost of marketable debt securities is adjusted for accretion of discounts and amortization of premiums to maturity.

Such accretion and amortization, as well as interest and dividends, are included in interest and dividend income.

The cost of securities sold is determined using the specific identification method.

Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in other comprehensive income on the consolidated statements of comprehensive loss.

Unrealized gains and

losses on marketable debt securities classified as available-for-sale are recognized in other comprehensive (loss) income on the consolidated statements of comprehensive loss.

Marketable debt securities are subject to a periodic impairment review.

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Credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment to investment income, net, in the consolidated statements of operations and comprehensive loss.

Any impairment that is not credit-related is recognized in accumulated other comprehensive loss in the consolidated balance sheets.

The Company’s investments in marketable equity securities are classified based on the nature of the securities and their availability for use in current operations.

The Company’s marketable equity securities are measured at fair value with gains and losses recognized in other income (loss) on the consolidated statements of operations.

Any impairment that is not credit-related is recognized in accumulated other comprehensive income in the consolidated balance sheets.

The Company does not separately measure an allowance for credit losses on accrued interest receivables on its marketable debt securities.

Accrued interest receivable on available-for-sale marketable debt securities for U.S.

Treasury securities are recorded in prepaid expenses and other current assets on the consolidated balance sheets.

Interest receivables on available-for-sale marketable debt securities for U.S.

Treasury securities (representing U.S.

Treasury notes and U.S Treasury bills) and commercial paper are recorded directly within marketable debt securities on the consolidated balance sheets.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and marketable securities.

The Company’s policy is to invest cash in institutional money market funds and marketable securities of the U.S.

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and marketable debt securities.

The Company’s policy is to invest cash in institutional money market funds and marketable debt securities of the U.S.

government to limit the amount of credit exposure.

The Company currently maintains a portfolio of cash equivalents and marketable securities in money market funds and U.S.

The Company currently maintains a portfolio of cash equivalents and marketable debt securities in money market funds and U.S.

treasury securities.

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The Company has not experienced any losses on cash equivalents and marketable debt securities.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization.

Expenditures for repairs and maintenance that do not improve or extend the life of the assets are expensed as incurred.

When property and equipment are sold or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts, and any resulting gains or losses are included on the consolidated statements of operations.

Depreciation expense is computed using the straight-line method generally based on the following estimated useful lives of the related assets:

Furniture and fixtures 7 years

Computers 3 to 7 years

Software 3 years

Leasehold improvements Shorter of lease term or estimated useful life of the asset

When property, plant and equipment are sold or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts, and any resulting gains or losses are included on the consolidated statements of operations.

Leasehold improvements are capitalized and amortized over the shorter of the lease term of the respective leases or estimated useful life of the asset, which includes reasonably certain renewal options.

Impairment of Long-Lived Assets

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No impairment losses were recognized on any long-lived assets during the years ended December 31, 2025 and 2024.

The Company has lease arrangements for its offices.

Indefinite-Lived Intangible Assets

Intangible assets with indefinite lives consist of in-process research and development ("IPR&D") from the Company’s acquisition of Atomic Alchemy.

See Note 3 — Business Combinations—Atomic Alchemy for additional information.

These assets are tested annually for impairment in the fourth quarter each year, or whenever events or circumstances indicate that the carrying amount may not be recoverable, until completion or abandonment of research and development efforts associated with the projects.

If potential impairment is identified, the process of evaluating the potential impairment of these assets involves significant judgment regarding estimates of the future cash flows associated with each asset.

successful completion of each project, the IPR&D intangible asset is reclassified as a finite-lived intangible asset and amortized over the remaining useful life.

Goodwill represents the excess purchase consideration of an acquired business over the estimated fair value of the net assets acquired and is not amortized.

Goodwill is evaluated for impairment annually in the fourth quarter each year, or whenever events or circumstances indicate that the carrying amount may not be recoverable.

If the carrying amount of the Company’s reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reportable segment’s goodwill over the implied fair value of the goodwill.

Other Investments

Investments in which the Company does not have the ability to exercise significant influence and does not have readily determinable fair values, are recorded at cost minus impairment, plus or minus changes from observable price changes in orderly transactions for identical or similar investments of the same issuer, in accordance with the measurement alternative described in Accounting Standards Codification (“ASC”) 321, Investments–Equity Securities .

See Note 4 — Balance Sheet Components for further information.

As part of the Company’s policy to maximize return on strategic investment opportunities, while preserving capital and limiting downside risk, the Company may at times enter into equity investments or simple agreements for future equity.

The nature and timing of the Company’s investments will depend on available capital at any particular time and the investment opportunities identified and available to the Company.

However, the Company generally does not make investments for speculative purposes and does not intend to engage in the business of making other investments.

The Company has lease arrangements for its offices and facilities.

The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right-of-use (“ROU”) to an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset.

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The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below.

There are no transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements.

There were no transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements.

Financial instruments measured at fair value on a recurring basis were based upon a three-tier hierarchy as follows:

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In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

The Company’s cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses and other approximate their fair value due to the short-term nature of these assets and liabilities.

The Company’s marketable debt securities are classified as Level 1 or Level 2 assets (as further described in Note 6).

The Earnout Shares, exclusive of Earnout Shares attributable to the Legacy Oklo vested options at Closing, and the Founder Shares were recorded at fair value at Closing of the Business Combination and were equity classified as Level 3 liabilities (as further described in Note 3).

The Company’s SAFEs were carried at fair value and classified as Level 3 liabilities (as further described in Note 7).

Preferred Stock

The Company had issued redeemable convertible preferred stock (the “Legacy Oklo Preferred Stock”) that converted into the Company’s Class A common stock on a one -to-one basis based on the Exchange Ratio (as described below) upon consummation of the Business Combination (further details are provided in Note 10).

Given the Business Combination was treated as a reverse recapitalization, the Legacy Oklo Preferred Stock as of January 1, 2023 has been recast as Class A common stock on the consolidated statements of stockholders’ equity (deficit) in accordance with the accounting for the reverse recapitalization (as further described in Note 3).

The Company’s cash and cash equivalents, prepaid and other current assets, accounts payable, and accrued expenses and other approximate their fair value due to the short-term nature of these assets and liabilities.

The Company’s marketable debt securities are classified as Level 1 or Level 2 assets.

See Note 6 — Financial Instruments for further information.

Research and Development

Research and development represent costs incurred to develop the Company’s technology.

These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs, as well as depreciation and amortization expense for capitalized assets associated with these functions.

Research and development represent costs incurred to develop the Company’s technologies.

These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies and prototyping, and expenses for outside engineering contractors for analytical work and consulting costs, as well as depreciation and amortization expense for capitalized assets associated with these functions.

The Company expenses all research and development costs in the periods in which they are incurred.

General and Administrative

General and administrative expenses consist primarily of payroll and other personnel-related costs, including stock-based compensation expense, for the Company’s employees involved in general corporate functions including finance and human resources, rent and other occupancy expenses, professional fees for legal and accounting, travel costs, promotional expenses, as well as depreciation and amortization expense for capitalized assets associated with these functions.

General and administrative expenses consist primarily of payroll and other personnel-related costs, including stock-based compensation expense, for the Company’s employees involved in general corporate functions including finance, legal, procurement, and human resources, rent and other occupancy expenses, professional fees for legal and accounting, travel costs, promotional expenses, as well as depreciation and amortization expense for capitalized assets associated with these functions.

Cost-Share Projects

The Company has certain cost-share reimbursable projects for several research and development (“R&D”) projects related to nuclear recycling technologies awarded by the DOE’s Advanced Research Projects Agency-Energy ("ARPA-E") (the “cost-share projects”) where the Company elected to record the reimbursements on a net presentation basis in the consolidated financial statements.

The Company offset certain R&D expenses related to the cost-share projects totaling $ 727 and $ 233 for the years ended December 31, 2024 and 2023, respectively, based on the period in which the expense was incurred and reimbursable under the guidelines of the cost-share projects on the consolidated statements of operations.

The reimbursable R&D expenses include $ 36 and $ 65 of property and equipment purchased under the guidelines of the cost-share projects during the years ended December 31, 2024 and 2023, respectively, and reflected $ 36 and $ 65 of the cost-share reimbursement as an offset to the cost basis of the property and equipment, resulting in no carrying value for the property and equipment on the consolidated balance sheets and no reported cash flows.

In the event the property and equipment is sold upon completion of the cost-share projects, the Company may be obligated to reimburse the DOE in the event the proceeds are in excess of $ 5 per asset, which at such time, if applicable, will be reported on a net presentation basis with no gain recognized and no cash flows.

The Company has certain cost-share reimbursable projects for several research and development (“R&D”) projects related to nuclear recycling technologies awarded by the DOE’s Advanced Research Projects Agency-Energy (“ARPA-E”) (the “cost-share projects”) where the Company elected to record the reimbursements on a net presentation basis based on the period in which the expense was incurred and reimbursable under the guidelines of the cost-share projects on the consolidated statements of operations.

Additionally, reimbursable R&D expenses for equipment purchased under the guidelines of the cost-share projects are offset to the cost basis of the equipment, resulting in no carrying value for the property, plant and equipment on the consolidated balance sheets and no reported cash flows.

In the event the equipment is sold upon completion of the cost-share projects, the Company may be obligated to reimburse the DOE in the event the proceeds are in excess of $ 5 per asset, which at such time, if applicable, will be reported on a net presentation basis with no gain recognized and no cash flows.

Stock-Based Compensation

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The Company estimates the fair value of stock options granted to employees and non-employees using the Black-Scholes option pricing model.

The Black-Scholes option pricing model requires the input of subjective assumptions, including the Legacy Oklo’s common stock fair value and the Company’s Class A common stock fair value (as further described below), expected volatility, expected dividend yield, risk-free rate of return, and the expected term.

The Company classifies stock-based compensation expense in the same manner in which the award recipient’s cash compensation cost is classified on the consolidated statements of operations.

Common Stock Fair Value – Prior to the Closing of the Business Combination, there was no public market for Legacy Oklo’s common stock.

Therefore, Legacy Oklo’s board of directors (the “Legacy Oklo Board”) determined the fair value of Legacy Oklo’s common stock at the time of each grant of stock options by considering a number of objective and subjective factors in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants titled, “ Valuation of Privately Held Company Equity Securities Issued as Compensation .” Stock options granted by the Legacy Oklo Board have exercise prices equal to the fair value of Legacy Oklo’s common stock, as determined by the Legacy Oklo Board on the date of grant.

After the Closing of the Business Combination, the closing price of the Class A common stock on the NYSE is used as the fair value of the Company’s Class A common stock.

Because the Company has not generated revenue and is anticipated to remain as such for the next several years, income taxes have been minimal to date.

The Black-Scholes option pricing model requires the input of subjective assumptions, including the Legacy Oklo’s common stock fair value and the Company’s common stock fair value, expected volatility, expected dividend yield, risk-free rate of return, and the expected term.

The Company classifies stock-based compensation costs in the same manner in which the award recipient’s cash compensation cost is classified on the consolidated statements of operations.

See Note 10 — Stock-based Compensation for further information.

Because the Company has not generated revenue from the sale of power from its powerhouses or sales of radioisotopes and is anticipated to remain as such for the next several years, income taxes have been minimal to date.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes .

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Recently Adopted Accounting Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , a new standard to improve reportable segment disclosures.

The guidance expands the disclosures required for reportable segments in annual and interim financial statements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

ASU 2023-07 was adopted in the consolidated financial statements, which includes the additional disclosures required for the Company's single operating and reportable segment, for the year ended December 31, 2024, and retrospectively for the years ended December 31, 2023.

Recently Issued and Not Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

The provisions of ASU 2023-09 are effective for annual periods beginning

after December 15, 2025.

Early adoption is permitted using either a prospective or retrospective transition method.

The Company expects ASU 2023-09 to require additional disclosures in the notes to its financial statements.

Improvements to Income Tax Disclosures , which enhances the transparency and decision usefulness of income tax disclosures.

The amendments, among other items, require (i) additional disaggregation of income taxes paid by jurisdiction, (ii) enhanced effective tax rate reconciliation disclosures with specified categories and further disaggregation when quantitative thresholds are met, and (iii) incremental disclosures about income taxes in certain circumstances.

The Company is adopting ASU 2023-09 in its annual financial statements in the current year ended December 31, 2025.

The Company is applying the amendments retrospectively to all periods presented upon adoption.

The amendments primarily impact disclosures and do not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

Recently Issued and Not Adopted Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is evaluating the impact of ASU 2024-03 on its disclosures in the notes to its financial statements.

In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal‑Use Software (Subtopic 350‑40):

Targeted Improvements to the Accounting for Internal‑Use Software , which updates the guidance for capitalization of internal‑use software costs, including clarifications to the criteria for capitalizing configuration, development, and implementation activities.

ASU 2025-06 is effective for the Company beginning with interim reporting for fiscal year 2029.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-06 on its accounting policies and related disclosures.

In December 2025, the FASB issued ASU 2025‑10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entitie s, which provides updated guidance on how to recognize, measure, and present government grants.

ASU 2025‑10 is effective for the Company for annual periods beginning after December 15, 2028, including interim periods within those periods using a modified prospective, modified retrospective, or full retrospective transition

Early adoption is permitted.

The Company is currently assessing the effect of ASU 2025-10 on its financial statements.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Business Combination

The Business Combination was accounted for as a reverse recapitalization as Legacy Oklo was determined to be the accounting acquirer.

Under this method of accounting, AltC is treated as the “acquired” company for financial reporting purposes.

Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Legacy Oklo issuing stock for the net assets of AltC, accompanied by a recapitalization (the “recapitalization”).

The net assets of AltC are stated at historical cost, with no goodwill or other intangible assets recorded.

Results of operations prior to the Business Combination are presented as belonging to Legacy Oklo.

The recapitalization had no effect on reported net loss, cash flows, or total assets as previously reported.

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity (deficit) for the year ended December 31, 2024:

Cash proceeds from recapitalization $ 276,210

accrued interest receivable 44

advance to Legacy Oklo 1,830

Reclassifications

Certain prior year amounts have been reclassified to conform to current period presentation.

These reclassifications were immaterial, both individually and in aggregate.

These changes did not impact previously reported loss from operations or net loss.

Business Combinations

Atomic Alchemy

On February 28, 2025 (the “Acquisition Date”), the Company acquired Atomic Alchemy’s common stock in a business combination for its radioisotope business located in the U.S.

The purchase price of $ 28,424 was comprised of (i) a cash portion of $ 900 , net of cash acquired, paid at the Acquisition Date to certain Atomic Alchemy equity holders for their respective portion of the consideration, and (ii) the issuance of 820,840 shares of the Company’s common stock representing stock consideration in exchange of Atomic Alchemy’s common stock.

At the Acquisition Date, the Company’s common stock public trading price of $ 33.39 per share was used to measure the stock consideration of $ 27,408 .

In connection with the business combination, the Company issued 274,339 shares of its common stock, subject to certain lock-up provisions, vesting conditions, and substantial risk of forfeiture, representing postcombination services, pursuant to an employment agreement and vesting agreement.

The composition of the purchase price is as follows:

Common stock 27,408

Total purchase consideration $ 28,424

The Company incurred $ 410 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses.

The acquisition-related expenses were recorded in general and administrative expenses on the consolidated statements of operations.

During the fourth quarter of 2025, the Company adjusted the purchase price allocation as a result of certain measurement period adjustments to the acquired assets and liabilities assumed.

The Company finalized its measurement period accounting after filing Atomic Alchemy's short year 2025 federal and state income tax returns, and following revisions to internal estimates and new information obtained about facts and circumstances that existed as of the Acquisition Date.

The measurement period adjustments included a decrease in deferred tax liabilities of $ 99 with a corresponding decrease to goodwill.

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the Acquisition Date based upon their respective fair values as summarized below:

Prepaid expenses 99

transaction costs and advisor fees paid ( 14,662 )

advisor fees for Earnout Shares ( 1,906 )

Cash and other assets acquired from the Business Combination 261,520

accounts payable ( 12 )

accrued expenses ( 45 )

excise tax payable ( 2,159 )

income taxes payable ( 349 )

Net assets from the Business Combination recorded on the consolidated stockholders’ equity (deficit) $ 258,955

Earnout Awards – Earnout Shares and Founder Shares

In connection with the Business Combination, the Company issued the following earnout awards:

Earnout Shares – Pursuant to a sponsor letter agreement (the “Sponsor Agreement”), AltC Sponsor LLC (the “Sponsor”) agreed to subject 10 % of its AltC Class A common stock (received as a result of the conversion of its AltC Class B common stock (as described in Note 11) immediately prior to the Closing, such shares, the “AltC founder shares”) to vesting and forfeiture conditions relating to, among other things, price targets for the Company’s Class A common stock for a time period commencing on the Closing and ending on the earlier of (i) the five-year anniversary of the Closing Date and (ii) a Change in Control (a “Change in Control” as defined in the Merger Agreement) (such period, the “Earnout Period”).

All persons that held one or more shares of Legacy Oklo common stock immediately prior to the Closing (after giving effect to the conversion of the Legacy Oklo Preferred Stock (as described in Note 10) and Legacy Oklo SAFEs (as described in Note 7)), and all persons that held one or more vested Legacy Oklo options immediately prior to the Closing

are eligible (the “Eligible Legacy Oklo equity holders”) to receive an aggregate of 15,000,000 additional shares of Class A common stock (the “Earnout Shares”) in three separate tranches upon the occurrence of each Earnout Triggering Event during the Earnout Period as follows:

• Earnout Triggering Event I required the issuance of 7,500,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period:

(i) the stock trading price is equal to or greater than $ 12.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $ 12.00 after (a) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event I and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement;

• Earnout Triggering Event II required the issuance of 5,000,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period:

(i) the stock trading price is equal to or greater than $ 14.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $ 14.00 after (a) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event II, and, if applicable, Earnout Triggering Event I, and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement;

• Earnout Triggering Event III required the issuance of 2,500,000 Class A common stock to Eligible Legacy Oklo equity holders at the earlier of the following during the Earnout Period:

(i) the stock trading price is equal to or greater than $ 16.00 per share for 20 trading days within a 60 consecutive trading day period or (ii) a Change in Control of Oklo pursuant to which holders of Class A common stock have the right to receive consideration implying a value per share greater than or equal to $ 16.00 after (a) taking into account the dilutive effect of any Earnout Shares that have been or would be issued at Earnout Triggering Event III, and, if applicable, Earnout Triggering Event I and Earnout Triggering Event II, and (b) excluding any AltC founder shares that have been or would be forfeited pursuant to the Sponsor Agreement.

Each Earnout Triggering Event was subject to certain conditions and other provisions.

The stock trading price, as described above, was based upon the closing price per share of Class A common stock, as quoted on the NYSE for any 20 trading days within any 60 consecutive trading day period within the Earnout Period (the “stock trading price”).

If any of the Earnout Triggering Events, as described in the foregoing, were not achieved within the Earnout Period, the Earnout Shares issuable upon the occurrence of the applicable Earnout Triggering Event would have been forfeited.

Founder Shares – At the Closing, the AltC founder shares unvested and will revest over a five-year period following the Closing (the “Vesting Period”), up to 12,500,000 shares of Class A common stock (the “Founder Shares”), in the aggregate in four tranches upon the occurrence of each Vesting Triggering Event as follows:

• Vesting Trigger Event I required the vesting of 6,250,000 of the Founder Shares when the stock trading price equals or exceeds $ 10.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale (as defined in the Sponsor Agreement) of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $ 10.00 per share;

• Vesting Trigger Event II required the vesting of 3,125,000 of the Founder Shares when the stock trading price equals or exceeds $ 12.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $ 12.00 per share;

• Vesting Trigger Event III required the vesting of 1,562,500 of the Founder Shares when the stock trading price equals or exceeds $ 14.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $ 14.00 per share;

• Vesting Trigger Event IV required the vesting of 1,562,500 of the Founder Shares when the stock trading price equals or exceeds $ 16.00 per share for 20 trading days within a 60 consecutive trading day period or in the event of a Sale of Oklo pursuant to which holders of Class A common stock paid or implied in such Sale equals or exceeds $ 16.00 per share.

Each Vesting Triggering Event was subject to certain conditions.

In each case, the price paid or implied in such Sale was to be determined after (i) taking into account the dilutive effect of any Earnout Shares that would have been issued at Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III, as applicable, and (ii) excluding any Founder Shares that would have been forfeited pursuant to the Sponsor Agreement (i.e., the unvested Founder Shares that did not vest upon the occurrence of a Sale will be forfeited immediately prior to the closing of such Sale).

If any of the Vesting Triggering Events, as described in the foregoing, were not achieved within the Vesting Period, the Founder Shares would have been forfeited.

The Earnout Shares, excluding those attributable to the Legacy Oklo vested option holders, and the Founder Shares are referred to as the “Earnout Awards.”

Accounting for the Earnout Awards – The Earnout Shares, exclusive of Earnout Shares attributable to the Legacy Oklo vested options at Closing as further described below, and the Founder Shares were recorded at fair value at Closing of the Business Combination and equity classified.

Upon closing of the Business Combination, the estimated fair value of the Earnout Shares and Founder Shares was $ 261,716 and $ 226,219 , respectively.

Because the Business Combination is accounted for as a reverse recapitalization, the fair value of the Earnout Shares was treated as a deemed dividend at the measurement date and the fair value of the Founder Shares were recorded as transaction costs.

As the Company is in an accumulated deficit position as of the measurement date, the Company recorded the issuance of the Earnout Shares in additional paid-in capital (“APIC”), with a corresponding offset recorded to APIC, resulting in a net-nil impact on the APIC balance.

The Company recorded the issuance of the Founder Shares as a transaction cost in APIC.

For the Earnout Shares attributable to the Legacy Oklo vested options, where each Legacy Oklo vested option holder will receive a pro rata share of the Earnout Shares as if their Legacy Oklo vested options were outstanding at the Closing of the Business Combination pursuant to the applicable Earnout Triggering Event, the consolidated statement of operations reflects a noncash stock-based compensation expense of $ 7,784 representing the incremental costs of the modification of Legacy Oklo’s awards for the vested options holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing.

Issuance of Class A Common Stock Related to the Earnout Awards – After the Business Combination and during the year ended December 31, 2024, the Company issued:

(1) 14,266,446 shares of its Class A common stock underlying the Earnout Shares where the related Earnout Triggering Events were met between November 12, 2024 and November 13, 2024, (2) 433,348 shares of its Class A common stock underlying the Earnout Shares attributable to Legacy Oklo vested options, and (3) 12,500,000 shares of its Class A common stock underlying the Founder Shares where the related Vesting Triggering Events were met between November 5, 2024 and November 13, 2024 (collectively each Earnout Triggering Event and each Vesting Triggering Event are each "Triggering Event").

Each Triggering Event occurred by virtue of the Company’s trading price being equal to or greater than the per share price for each Triggering Event for 20 trading days within a 60 consecutive trading day period.

An additional 300,000 shares of the Company’s Class A common stock that was eligible to be issued related to the Earnout Shares were forfeited for no consideration and no shares were issued.

Fair Value on a Non-Recurring Basis – The fair value of the Earnout Shares and Founder Shares at the Closing was estimated using the Company’s Class A common stock price discounted based on the probability of each Triggering Event being met, and thus represents a Level 2 fair value measurement as defined in ASC 820.

Business Combination

As part of the Business Combination, in the case of holders of Legacy Oklo options, each outstanding Legacy Oklo option was converted into an option to purchase, based on the Exchange Ratio (as described below), upon the same terms and conditions as were in effect with respect to the corresponding Legacy Oklo option immediately prior to the Closing, including with respect to vesting and termination-related provisions, a number of shares of Class A common stock (rounded down to the nearest whole share) equal to the product of (x) the number of Legacy Oklo common stock underlying such Legacy Oklo option immediately prior to the Closing and (y) the number of shares of Class A common stock issued in respect of each Legacy Oklo common stock in the Business Combination pursuant to the Merger Agreement, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Legacy Oklo common stock underlying such Legacy Oklo option immediately prior to the Closing divided by (B) the number of shares of Class A common stock issued in respect of each Legacy Oklo common stock in the Business Combination pursuant to the Merger Agreement.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, the adjustments giving effect to the Business Combination and related transactions are summarized below:

• the Merger of Merger Sub, the wholly owned subsidiary of AltC, with and into Legacy Oklo, with Legacy Oklo as the surviving company;

• each share of Legacy Oklo common stock, including shares of Legacy Oklo common stock issued upon the pre-Closing conversion of Legacy Oklo Preferred Stock and Legacy Oklo SAFEs, was automatically surrendered and no longer exists, and was exchanged, in the aggregate, for an amount equal to $ 10.00 per share of Class A common stock;

• the exchange of all outstanding vested and unvested Legacy Oklo stock options into stock options exercisable for shares of Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio.

At the Closing, each share of Legacy Oklo common stock issued and outstanding immediately prior to the Closing was automatically surrendered and exchanged for 78,996,459 shares of Class A common stock pursuant to the Restated Certificate of Incorporation (as further described in Note 11) and issued to the Company’s stockholders in exchange for all outstanding shares of Legacy Oklo common stock (including shares of Legacy Oklo common stock resulting from the conversion of Legacy Oklo Preferred Stock and Legacy Oklo SAFEs immediately prior to the Closing) at the exchange ratio of 6.062 (the “Exchange Ratio”) pursuant to the terms of the Merger Agreement.

Further, 1,450,000 shares of Class A common stock were issued in exchange for AltC private placement shares held by the Sponsor pursuant to the Sponsor Agreement (the “AltC private placement shares”).

A reserve was established for issuance up to:

(i) 10,432,749 shares of Class A common stock in respect of the Legacy Oklo options assumed pursuant to the terms of the Merger Agreement;

and (ii) 15,000,000 shares of Class A common stock for the potential future issuance of the Earnout Shares, as outlined above.

The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing of the Business Combination consisted of the following:

Class A Common Stock (1)

Legacy Oklo stockholders (2)

Sponsor stockholders (as defined in Note 11) (3)

AltC public stockholders (as defined in Note 11) (4)

Total AltC stockholders 43,099,811

Total Class A common stock 122,096,270

(1) The table does not include the 15,000,000 shares underlying the Earnout Shares and 10,432,749 shares underlying the Legacy Oklo options .

(2) The table includes 70,588,565 shares issued to Legacy Oklo stockholders (consisting of (i) 39,923,611 shares issued to Legacy Oklo Preferred stockholders (for further details see Note 10) and 28,921,953 shares issued to Legacy Oklo common stockholders as of January 1, 2023 (determined by taking the 4,771,025 shares of Legacy Oklo outstanding common stock multiplied by the Exchange Ratio of 6.062 ), together totaling 68,845,564 shares that represent the retroactive application of the recapitalization), (ii) 1,345,625 shares issued to holders of Legacy Oklo options upon the exercise of options from January 1, 2024 through May 9, 2024 and (iii) 397,376 shares issued to holders of Legacy Oklo options upon the exercise of options during the year ended December 31, 2023), and 8,407,894 shares issued upon conversion of the Legacy Oklo SAFEs (for further details see Note 7) outstanding immediately before the Business Combination, together the 70,588,565 and 8,407,894 totaling 78,996,459 .

(3) The table includes 12,500,000 shares issued to the Sponsor representing the Founder Shares that will vest and no longer be subject to forfeiture pursuant to the applicable Vesting Triggering Event and 1,450,000 shares issued in exchange for AltC private placement shares held by the Sponsor pursuant to the Sponsor Agreement .

(4) The AltC public stockholders represent the Class A common stock subject to redemption held by the AltC stockholders immediately before the Closing (for further details see Note 11 ).

Transaction Costs

Transaction costs consist of direct legal, consulting, audit and other fees related to the consummation of the Business Combination, in addition to the Founder Shares that were recorded as a transaction cost in APIC.

These costs were initially capitalized as incurred and recorded in prepaid and other current assets as deferred issuance costs on the consolidated balance sheets.

Upon the Closing and the issuance of the Earnout Shares during the year ended December 31, 2024, transaction costs directly related to the issuance of shares of Class A common stock and issuance of the Earnout Shares totaling $ 14,662 and $ 1,906 , respectively, consisting of legal and professional fees, were recognized as an offset to APIC totaling $ 16,568 on the consolidated statements of stockholders’ equity (deficit).

Property and equipment 40

Operating lease right-of-use assets 19

Indefinite-lived intangible assets 27,500

Goodwill 6,621

Operating lease liability ( 19 )

Other current liabilities ( 268 )

Deferred tax liabilities ( 5,684 )

Net assets acquired

The Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates.

The fair value of the indefinite-lived intangible assets representing IPR&D were valued using a pre-tax royalty for the hypothetical use of a trade name for a selected royalty rate based on a market licensing agreement bench marketing analysis.

The IPR&D consisted of two separate projects, Abundantia and Meitner.

Abundantia’s fair value assigned of $ 4,600 is expected to produce revenue potentially as early as 2026 from the sale of purified radium and other desired radioisotopes produced via irradiation.

Meitner’s fair value of $ 22,900 is a later stage project which will produce for sale isotopes that are prepared and irradiated into radioisotopes in Versatile Isotope Production Reactors (“VIPR”), which is a thermal pool-type nuclear reactor.

Each project has a different risk profile, cash flows, and its own unique process.

Abundantia is expected to produce revenue upon completion of a lab, with its fair value determined using a risk-adjusted cash flow approach applied to its potential cash flows, subject to certain possession permit required by the NRC.

Meitner is expected to produce revenue once a facility is constructed, with its fair value determined using a risk-adjusted cash flow approach applied to its cash flows, subject to approval of an application for a construction license and operating license by the NRC.

There was no estimated useful life assigned given the assets are IPR&D.

The excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition.

Goodwill is recorded as a noncurrent asset that is not amortized but is subject to an annual review for impairment.

Goodwill is not deductible for tax purposes.

The results of operations of Atomic Alchemy are included in the consolidated financial statements beginning on the Acquisition Date.

For the year ended December 31, 2025, the consolidated statements of operations include no revenue and an immaterial amount of loss from operations for Atomic Alchemy.

The Company has not presented supplemental pro forma revenue (as no revenue has been generated) and earnings of the combined business as the acquisition of Atomic Alchemy is not material to the Company’s consolidated financial statements.

Recapitalization

On May 9, 2024, in connection with the Recapitalization, the Company issued 43,099,811 shares of its common stock in accordance with the Merger Agreement (consisting of 12,500,000 shares representing the AltC founder shares that were subject to forfeiture pursuant to certain vesting events, all of which vested during the fourth quarter of 2024, 1,450,000 shares issued in exchange for AltC private placement shares, and 29,149,811 shares to the AltC public stockholders that represented the common stock subject to redemption held by the AltC stockholders immediately before the Recapitalization), for the net assets from the Recapitalization totaling $ 258,955 , as reflected on the consolidated statement of stockholders' equity for the year ended December 31, 2024.

In connection with the Recapitalization, the Company issued 8,407,894 shares of its common stock upon conversion of the simple agreements for future equity reflecting a change in fair value upon conversion totaling $ 84,138 , as reflected on the consolidated statement of stockholders’ equity for the year ended December 31, 2024.

See Note 9 — Stockholders’ Equity for further details related to the Recapitalization for the issuance of the earnout shares (the “Earnout Shares”) where certain triggering events occurred during the fourth quarter of 2024 requiring the issuance of the Earnout Shares.

Balance Sheet Components

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Prepaid expense $ 18,853 $ 2,119

Deferred issuance costs — 3,710

Costs-share receivables 600 126

Accrued interest receivable 4,976 1,138

Rent security 143 —

Refundable deposit 125 125

Other 1,969 868

Total prepaid and other current assets $ 25,798 $ 4,125

Prepaid expenses include prepaid consulting fees, insurance premiums, rent and other charges.

The deferred issuance costs were specific incremental costs of the Business Combination.

Cost-share receivables refer to the monetary assets obtained by the Company through several R&D cost-share projects related to nuclear recycling technologies awarded by the DOE’s ARPA-E.

Refundable deposit represents an advance payment for the grant of a right to purchase certain land, subject to certain conditions.

Prepaid expenses include prepaid consulting fees, insurance premiums, rent and other charges, and construction deposits.

Prepaid expenses are amortized over the straight-line method over the contract term.

The deferred issuance costs have been charged against the proceeds of the recapitalization.

Cost-share receivables are recorded as eligible costs are incurred.

The refundable deposit will either be applied to the final purchase price of the land or refunded, as amended, no later than June 30, 2025.

Property and Equipment, Net

Property and equipment, net are summarized as follows:

Construction deposits are reclassified to construction in progress and capitalized when the related work is performed.

Property, Plant and Equipment, Net

Property, plant and equipment, net are summarized as follows:

As of December 31,

Estimated Useful Lives (Years) 2025 2024

Computers and equipment 3 - 7

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Leasehold improvements * 62 45

Land N/A 5,145 —

Total property and equipment, gross 7,461 1,577

Less accumulated depreciation and amortization ( 375 ) ( 107 )

Total property and equipment, net $ 1,202 $ 578

Accumulated depreciation and amortization ( 897 ) ( 375 )

Construction in progress and equipment deposits 35,748 —

Total property, plant and equipment, net $ 42,312 $ 1,202

* Shorter of lease term or estimated useful life of the asset.

Included in property, plant, and equipment is construction in progress and equipment deposits.

Costs related to construction of capital projects are accumulated in construction in progress and equipment deposits until the project is complete, as well as equipment that is not yet placed in service.

A construction project is considered substantially complete upon the cessation of construction and development activities.

Once the project is substantially complete and ready for its intended use these costs will be amortized over the asset’s estimated useful life.

Depreciation and amortization expenses for the years ended December 31, 2025 and 2024 totaled $ 522 and $ 268 , respectively.

Other assets are summarized as follows:

As of December 31,

Other $ 217 $ 140

Other investments 12,086 —

Total other assets $ 12,303 $ 140

As of December 31, 2025, the Company’s other investments, as described in Note 1, were in simple agreements for future equity and preference shares.

Accrued Expenses and Other

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Accrued payroll and bonuses 10,998 636

Credit card liabilities 261 156

Franchise and income taxes payable 202 —

General accrued expenses 7,210 134

Other current liabilities 451 463

Total accrued expenses and other $ 20,497 $ 1,885

As of December 31, 2024, the Company had commercial real estate sublease agreements for office space under operating leases.

The table below presents supplemental information related to operating leases:

As of December 31, 2025, the Company had commercial real estate lease agreements for office space and facilities under operating leases.

The table below presents supplemental information related to the operating leases:

Years Ended December 31,

Operating lease costs during the year $ 321 $ 340

Cash payments included in the measurement of operating lease liabilities during the year $ 862 $ 289

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The Company utilizes its incremental borrowing rates on a collateralized basis, reflecting the Company’s credit quality and the term of the lease at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.

Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.

Variable lease expense includes lease payments that vary based on usage or performance and are not fixed at lease commencement.

Payments for services such as maintenance, utilities, and real estate taxes are accounted for as non-lease components and expensed as incurred.

The components of operating lease costs were as follows:

Years Ended December 31,

Operating lease costs:

Operating lease costs included in:

Research and development $ 841 $ 234

Sales, general and administrative 87 130

Total operating lease costs (1)

(1) Month-to-month lease arrangements for the years ended December 31, 2024 and 2023 of $ 184 and $ 138 , respectively, are included in operating lease costs.

The minimum lease payments below do not include common area maintenance charges, which are contractual obligations under the Company’s lease, but are not fixed and can fluctuate from year to year and are expensed as incurred.

Common area maintenance charges for the years ended December 31, 2024 and 2023 of $ 111 and $ 90 respectively, are included in operating expenses on the consolidated statements of operations.

Maturities of the operating lease liabilities are summarized as follows as of December 31, 2024:

Year Ending December 31,

General and administrative 321 87

Total operating costs (1) $ 1,162 $ 321

(1) Month-to-month lease arrangements for the years ended December 31, 2025 and 2024 of $ 276 and $ 184 , respectively, are included in the captions within operating lease costs.

The minimum lease payments below do not include non-lease components, which are contractual obligations under the Company’s lease, but are not fixed and can fluctuate from year to year and are expensed as incurred.

As of December 31, 2025, future maturities of the operating lease liabilities were as follows :

Minimum lease payments 1,617

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Financial Instruments

The following table shows the Company’s cash, cash equivalents and marketable debt securities by significant investment category as of December 31, 2024:

Amortized Cost (1)

Unrealized Gains

Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities Noncurrent Marketable Securities

The following tables show the Company’s cash, cash equivalents, and marketable debt securities by significant investment category:

As of December 31, 2025

Amortized Cost Unrealized Gains Fair Value Cash and Cash Equivalents Current Marketable Debt Securities Noncurrent Marketable Debt Securities

Cash $ — $ — $ — $ 11,022 $ — $ —

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Total $ 622,915 $ 1,179 $ 624,094 $ 788,445 $ 439,526 $ 184,568

(1) There was no allowance for expected credit losses on available-for-sale debt securities as of December 31, 2024 as the unrealized losses were deemed to be temporary in nature.

(1) The valuation techniques used to measure the fair values of the Company’s Level 2 financial instruments, which generally have counterparties with high credit ratings, are based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.

The following table shows the fair value of the Company’s noncurrent marketable debt securities, by contractual maturity, as of December 31, 2024:

As of December 31, 2025, interest receivables related to available-for-sale marketable debt securities of $ 4,005 were included in marketable debt securities on the consolidated balance sheets.

As of December 31, 2025, interest receivables related to marketable debt securities of $ 3,160 were included in prepaid expenses and other current assets on the consolidated balance sheets.

The following table shows the fair value of the Company’s marketable debt securities, by contractual maturity, as of December 31, 2025:

Due within 1 year $ 439,526

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Total fair value $ 624,094

As of December 31, 2023, the Company’s cash and cash equivalents were $ 9,868 .

Simple Agreements for Future Equity

The Company issued simple agreements for future equity (the “Legacy Oklo SAFEs”) to investors (the “SAFEs”) prior to the Business Combination.

The SAFEs allowed investors to purchase equity at a negotiated price at the time of each investor’s entry into such agreement with each investor receiving equity in the future with no set time for conversion.

The SAFEs provided for conversion on an equity financing, as further described below, if such equity financing is consummated.

The SAFEs generally focused on equity rounds;

however, there were terms included for a liquidity event (as further described below) or dissolution event, which allowed for conversion into equity or cash at the option of the holder under certain circumstances.

The Company determined that the SAFEs were not a legal form of an outstanding share or a legal form debt (i.e., no creditors’ rights), therefore, the Company evaluated the SAFEs to determine whether they must be classified as a liability under ASC 480, Distinguishing Liabilities from Equity.

During the years ended December 31, 2024 and 2023, the Company issued SAFEs in exchange for aggregate proceeds of $ 10,232 and $ 18,985 , respectively.

For the years ended December 31, 2024 and 2023, the Company received total cash proceeds of $ 10,232 and $ 19,325 , respectively.

Pursuant the terms of the SAFEs, upon a future equity financing involving preferred shares, SAFEs will settle into a number of preferred shares equal to the greater of (i) the number of shares of standard preferred stock equal to the amount invested under the SAFE divided by the lowest price per share of the standard preferred stock, or (ii) the invested amount of the SAFE divided by a discounted price to the price investors pay to purchase the standard preferred shares in the financing (with such discounted price calculated by reference to a valuation cap).

Alternatively, upon the occurrence of a change of control, a direct listing or an initial public offering (described as a “liquidity event”) (other than a qualified financing), the investors had the option to receive either (i) cash payment equal to the invested amount under such SAFE, or (ii) a number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE.

Given the SAFEs included a provision allowing for the investors to receive a portion of the proceeds upon a change of control equal to the greater of their investment amount or the amount payable based upon a number of shares of common stock equal to the investment amount divided by the liquidity price, the occurrence of which is outside the control of the Company, this provision required the SAFEs to be classified as a liability pursuant to ASC 480 because a change in control is an event that was considered not under the sole control of the Company (see Note 8).

Further, if a dissolution event occurred prior to the termination of the SAFEs, the investors would have been entitled to receive a portion of the related proceeds equal to the purchase amount (or the amount received for the SAFE).

In connection with and prior to the Business Combination, the Company and the SAFE investors amended the SAFEs to convert in connection with the consummation of the Business Combination, all of which converted at the Closing as follows:

Legacy Oklo SAFEs Outstanding Principal Balance of SAFEs Before Closing Legacy Oklo Price Per Share Upon Conversion Legacy Oklo Common Stock Issuable Exchange Ratio Class A Common Stock Issued at Closing (1)

Valuation cap of $300,000,000 $ 13,995 $ 22.445945 623,487 6.062 3,779,578

Valuation cap of $500,000,000 28,562 37.409909 763,496 6.062 4,628,316

As of December 31, 2024

Amortized Cost

Unrealized Gains Unrealized Losses (1)

Fair Value Cash and Cash Equivalents Current Marketable Debt Securities Noncurrent Marketable Debt Securities

Cash $ — $ — $ — $ — $ 3,020 $ — $ —

Money market funds — — — — 94,112 — —

Treasury securities 156,040 1,688 ( 6 ) 157,722 — 110,249 47,473

Subtotal 156,040 1,688 ( 6 ) 157,722 94,112 110,249 47,473

Level 2 (2) :

Commercial paper 19,902 531 — 20,433 — 20,433 —

Total $ 175,942 $ 2,219 $ ( 6 ) $ 178,155 $ 97,132 $ 130,682 $ 47,473

(1) For further details, refer to Note 3.

As of December 31, 2024 and 2023, the outstanding principal balances for the SAFEs were $ 0 and $ 32,325 , respectively.

(1) There was no allowance for expected credit losses on available-for-sale marketable debt securities as of December 31, 2024 as the unrealized losses were deemed to be temporary in nature.

(2) The valuation techniques used to measure the fair values of the Company’s Level 2 financial instruments, which generally have counterparties with high credit ratings, are based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.

As of December 31, 2024, interest receivables related to marketable debt securities of $ 826 were included in prepaid expenses and other current assets on the consolidated balance sheets.

Simple Agreements for Future Equity

The Company issued simple agreements for future equity prior to the Recapitalization, where the simple agreements for future equity allowed investors to purchase equity at a negotiated price at the time of each investor’s entry into such agreement with each investor receiving equity in the future with no set time for conversion.

The simple agreements for future equity converted in connection with the Recapitalization.

Prior to the conversion, the simple agreements for future equity were classified as a liability under ASC 480, Distinguishing Liabilities from Equity .

During the year ended December 31, 2024, the Company issued simple agreements for future equity in exchange for aggregate cash proceeds of $ 10,232 .

No simple agreements for future equity were issued during the year ended December 31, 2025.

Fair Value Measurements

The Company’s SAFEs were recorded at fair value on the consolidated balance sheets.

The fair value of the Company’s SAFEs were based on significant inputs not observable in the market, which cause the instrument to be classified as a Level 3 measurement with the fair value hierarchy.

The valuation used probabilities considering pay-offs under various scenarios as described above.

As such, the Company determined the fair value of the SAFEs under the Monte Carlo simulation method which was used to estimate the future market value of invested capital (“MVIC”) of the Company at a liquidity event and the expected payment to the Legacy Oklo SAFE holders at each simulated MVIC value.

The Company believed these assumptions would be made by a market participant in estimating the valuation of the SAFEs.

The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained.

Changes in the fair value of the SAFEs were recognized on the consolidated statements of operations.

The key assumptions used in the Monte Carlo simulation as of December 31, 2024 are presented in the table below:

Asset volatility (1)

Risk-free rate (2)

Expected term (3)

(1) Asset volatility measures the uncertainty about the realization of expected future returns that was estimated based on the methodologies assuming default risk based on the implied and historical volatility of the share price of peer companies.

(2) Risk-free rate based on the U.S.

Treasury yield in effect at the time of SAFEs consistent with the expected term.

(3) The simulation considers a total 5-year term.

If there are no events occurring within 5 years, then the SAFE holders are expected to receive their principal amount.

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Years Ended December 31,

Beginning balance $ 46,042 $ 13,340

SAFEs issued during the period 10,232 18,985

Change in fair value during the period (1) 27,864 13,717

Change in fair value upon conversion on SAFEs at Closing ( 84,138 ) —

Ending balance $ — $ 46,042

(1) The final measurement of fair value at Closing was calculated using the intrinsic value of the SAFEs upon the conversion to common stock.

As of December 31, 2024 and 2023, the estimated fair value of the SAFEs were $ 0 and $ 46,042 , respectively.

The change in fair value during the years ended, as reflected in the above table, is included in other income (loss) on the consolidated statements of operations.

Prior to the simple agreements for future equity conversion, they were measured at fair value on a recurring basis using significant unobservable inputs based upon a three-tier hierarchy under the authoritative guidance (Level 3) at each reporting period-end, with changes in the fair value recognized on the consolidated statements of operations.

The change in fair value during the year ended December 31, 2024 was $ 27,864 as reflected on the consolidated statements of operations.

Right of First Refusal Liability

On February 16, 2024, the Company entered into a letter of intent (the “LOI”) with an unrelated third party (the “third party”) for the purchase of power from the Company’s planned powerhouses to serve certain data centers in the U.S.

on a 20-year timeline, and at a rate to be formally specified in one or more future Power Purchase Agreement(s) (each a “PPA”) (subject to the requirement that the price meets the market rate, discount and most favored nation terms contained in the agreement).

In addition, the third party will have the right to renew and extend PPAs for additional 20-year terms.

The LOI, provides for the third party to have a continuing right of first refusal for a period of thirty-six ( 36 ) months following its execution to purchase energy output produced by certain powerhouses developed by the Company in the U.S., subject to certain provisions and excluded powerhouses, for power capacity of no less than 100 MWe of energy output and up to cumulative maximum of 500 MWe of total energy output (the “ROFR”).

20-year timeline with the right to renew for additional 20-year terms, and at a rate to be formally specified in one or more future power purchase agreement ("PPA") (subject to the requirement that the price meets certain conditions contained in the agreement).

The LOI provides for the third party to have a continuing right of first refusal for a period of thirty-six ( 36 ) months following its execution to purchase energy output produced by certain powerhouses developed by the Company in the U.S., subject to certain provisions and excluded powerhouses (the “ROFR”).

In exchange for the ROFR and other rights contained in the LOI, in March 2024, the third party paid the Company $ 25,000 (the “Payment”).

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The Payment is effectively a nonrefundable upfront payment that will be attributed to future power delivery.

The third party can assign its rights under the LOI, in whole or in part, at any time.

As of December 31, 2025, the outstanding balance under the right of first refusal liability was $ 25,000 , as reflected on the consolidated balance sheets.

Redeemable Convertible Preferred Stock

The following table presents the issuance of the Company’s Class A common stock after giving effect to the Exchange Ratio upon consummation of the Business Combination on a one-to-one basis immediately before the Closing for the issued and outstanding shares of the Legacy Oklo Preferred Stock:

Preferred Stock Series Shares Issued and Outstanding Before Closing (1)

Exchange Ratio Class A Common Stock Issued at Closing (1)

Preferred Stock Series A-1 4,526,703 6.062 27,440,874

Preferred Stock Series A-2 55,135 6.062 334,228

Preferred Stock Series A-3 2,004,043 6.062 12,148,509

Totals 6,585,881 39,923,611

(1) For further details, refer to the consolidated statement of stockholders’ equity (deficit) for the year ended December 31, 2023 in reference to the reverse recapitalization.

Stockholders’ Equity (Deficit)

The Second Amended and Restated Certificate of Incorporation dated May 9, 2024, pursuant to the Restated Certificate filed with the Secretary of the State of Delaware (the “Restated Certificate of Incorporation”), authorized the Company to issue 501,000,000 shares of all classes of capital stock consisting of (i) 500,000,000 shares of Class A common stock (further details are provided below), par value of $ 0.0001 per share and (ii) 1,000,000 shares of preferred stock, par value of $ 0.0001 per share (further details are provided below).

Subject to the special rights of the holders of any outstanding series of preferred stock, the number shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

Class A Common Stock

Pursuant to the terms of the Restated Certificate of Incorporation, immediately upon the effectiveness of the filing of the Restated Certificate of Incorporation, (i) each share of Class A common stock subject to redemption held by AltC stockholders (the “AltC public stockholders”) was reclassified on a one -for-one basis as one share of the Company’s Class A common stock, (ii) each share of AltC Class A common stock (i.e., the AltC private placement shares) held by the Sponsor was reclassified on a one -for-one basis as one share of the Company’s Class A common stock, and (iii) each share of AltC Class B common stock (i.e., the Founder Shares) held by the Sponsor was converted on a one -for-one basis into a share of Company’s Class A common stock (the “Sponsor stockholders”).

The holders of Class A common stock have one vote for each share of common stock held of record by such holder as of the applicable record date.

Stockholders’ Equity

Pursuant to the Second Amended and Restated Certificate of Incorporation of the Company dated May 9, 2024, the Company is authorized to issue 501,000,000 shares of all classes of capital stock consisting of (i) 500,000,000 shares of Class A common stock, par value of $ 0.0001 per share ("common stock"), and (ii) 1,000,000 shares of preferred stock, par value of 0.0001 per share.

Subject to the special rights of the holders of any outstanding series of preferred stock, the number of shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

There are no shares of preferred stock issued and outstanding.

The holders of common stock have one vote for each share of common stock held of record by such holder as of the applicable record date.

Subject to the special rights of holders of any outstanding preferred stock to elect directors, there were seven (7) directors at the time of filing the Restated Certificate of Incorporation.

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and Class III, with a term expiring at the third annual meeting.

Reserve of Class A Common Stock – As of December 31, 2024, the Company reserved the following shares of its Class A common stock:

(i) 9,470,382 shares of Class A common stock issuable upon the exercise of outstanding options under the Oklo Inc.

Reserve of Common Stock – As of December 31, 2025, the Company reserved the following shares of its common stock:

(i) 6,468,440 shares of common stock issuable upon the exercise of outstanding options under the Oklo Inc.

2016 Stock Incentive Plan (the “Legacy Oklo 2016 Plan”);

(ii) 15,872,516 shares of Class A common stock issuable for potential future awards, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc.

(ii) 12,805,133 shares of common stock issuable for potential future awards, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc.

2024 Equity Incentive Plan (the “2024 Plan”);

and (iii) 2,441,926 shares of Class A common stock authorized for future issuance, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc.

and (iii) 2,441,926 shares of common stock authorized for future issuance, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc.

2024 Employee Stock Purchase Plan (the “2024 ESPP”).

Further details of the Legacy Oklo 2016 Plan, the 2024 Plan and 2024 ESPP are described in Note 12.

Exercise of Stock Options – During the years ended December 31, 2024 and 2023, the Company issued shares of its Class A common stock upon the exercise of stock options totaling 2,256,157 and 397,376 , respectively, with proceeds of $ 1,044 and $ 114 , respectively.

Earnout Awards – As discussed above in Note 3, during the year ended December 31, 2024, the Company issued:

(1) 14,699,794 shares of its Class A common stock related to the Earnout Shares, including 433,348 shares of its Class A common stock related to the Earnout Shares attributable to Legacy Oklo vested options, and (2) 12,500,000 shares of its Class A common stock related to the Founder Shares.

Preferred Stock

There are no shares of preferred stock issued and outstanding.

The voting, dividend and liquidation rights of the holders of the Class A common stock are subject to and qualified by the rights of the holders of the preferred stock of any series as may be designated by the Board upon any issuance of the preferred stock of any series.

See Note 10 — Stock-based Compensation for further details of the Legacy Oklo 2016 Plan, the 2024 Plan and 2024 ESPP.

Equity Offering

Common Stock Public Offering – On June 16, 2025, the Company raised gross proceeds of $ 460,000 pursuant to a firm commitment underwritten public offering of 7,666,667 shares of the Company’s common stock ( 6,666,667 shares were issued on June 16, 2025 and an additional 1,000,000 shares were issued pursuant an exercise on June 13, 2025 in connection with the underwriters’ exercise of a 30-day overallotment option in full), at a public offering price of $ 60.00 per share.

The Company received net proceeds of $ 441,600 upon the sale of its common stock, (net of underwriting discounts and commissions totaling $ 18,400 ) and other offering costs of $ 1,498 payable by the Company, representing $ 440,102 as reflected on the consolidated statements of stockholders’ equity.

On June 2, 2025, the Company entered into a sales agreement with sales agents pursuant to which the Company may offer and sell, from time to time and at its sole discretion, shares of the Company’s common stock up to an aggregate gross sales price of $ 400,000 through the sales agents in an “at-the-market” ("ATM") offering (the “June ATM Program”).

June ATM Program, the Company agreed to pay the sales agents commissions at a rate equal to 2.5 % of the aggregate gross proceeds from each sale of shares.

From August 2, 2025 to August 27, 2025, the Company sold 5,458,953 shares of its common stock through the sales agents at an average price of $ 73.27 per share, resulting in aggregate gross proceeds of $ 400,000 .

Under the June ATM Program the Company filed a new prospectus supplement on September 3, 2025, increasing the aggregate offering amount by up to $ 139,999 bringing the total potential aggregate gross proceeds under the updated June ATM Program to approximately $ 539,999 .

From September 5, 2025 to September 11, 2025, the Company sold 1,925,066 shares of its common stock through the sales agents at an average price of $ 72.72 per share, resulting in aggregate gross proceeds of $ 139,999 .

No additional shares will be sold under this June ATM Program unless an additional prospectus supplement is filed.

On December 4, 2025, the Company entered into an sales agreement with sales agents pursuant to which the Company may offer and sell, from time to time and at its sole discretion, shares of its common stock up to an aggregate gross sales price of $ 1,500,000 in an ATM offering (the "December ATM Program").

During December 2025, the Company sold 3,397,872 shares of common stock through the sales agents at an average price of $ 88.29 per share, resulting in aggregate gross proceeds of $ 300,000 .

Under the December ATM Program, the Company agreed to pay the sales agents commissions at a rate equal to 1.5 % of the aggregate gross proceeds from each sale of shares.

The December ATM Program remains open and additional shares can be sold.

During the year ended December 31, 2025, the Company offered and sold 10,781,891 shares of its common stock through the ATM programs for net proceeds of $ 821,999 (net of sales agents commissions of $ 18,000 ) and other issuance costs of $ 1,635 payable by the Company representing $ 820,364 as reflected on the consolidated statements of stockholders’ equity.

Exercise of Stock Options – During the year ended December 31, 2025, the Company issued shares of its common stock upon the exercise of stock options totaling 2,759,216 , with proceeds of $ 4,028 , as reflected on the consolidated statements of stockholders’ equity.

During the year ended December 31, 2024, the Company issued shares of its common stock upon the exercise of stock options totaling 2,256,157 , with proceeds of $ 1,044 , as reflected on the consolidated statements of stockholders’ equity.

Restricted Stock Units – The Company issued, in connection with the vesting of restricted stock units, 571,741 shares of the Company’s common stock during the year ended December 31, 2025, as reflected on the consolidated statements of stockholders’ equity.

Common Stock Withheld for Taxes – The Company withheld 67,187 shares of its common stock upon issuance of vested restricted units, representing a payment for taxes of $ 1,647 during the year ended December 31, 2025, as reflected on the consolidated statements of stockholders’ equity.

Issuance of Common Stock Related to Earnout Awards – In connection with the Recapitalization, as discussed in Note 3, the Company issued 14,699,794 shares of its common stock related to the Earnout Shares during the year ended December 31, 2024 as a result of certain earnout triggering events, including 433,348 shares of its common stock that were attributable to Legacy Oklo vested options.

See Note 10 — Stock-based Compensation for further details.

Stock-based Compensation

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Effective as of May 9, 2024, the Company is no longer issuing new awards under the Legacy Oklo 2016 Plan.

As of December 31, 2024, options to purchase 9,470,382 shares of Class A common stock were outstanding under the Legacy Oklo 2016 Plan.

As of December 31, 2025, options to purchase 6,468,440 shares of common stock were outstanding under the Legacy Oklo 2016 Plan.

2024 Plan – The 2024 Plan provides for the issuance of stock options (which may be incentive stock options or nonqualified stock options) stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”) and other stock-based awards to eligible employees, consultants, advisors and non-employee directors.

Awards under the 2024 Plan cover shares of Class A common stock.

Awards under the 2024 Plan cover shares of common stock.

Stock options and SARs granted pursuant to the 2024 Plan are subject to a maximum term of ten ( 10 ) years.

Since the 2024 Plan’s inception, only RSUs have been awarded under the 2024 Plan.

The 2024 Plan will terminate automatically ten ( 10 ) years after its adoption by the Board.

The 2024 Plan

will terminate automatically ten ( 10 ) years after its adoption by the Board.

As of December 31, 2025, 2,857,390 restricted stock units were outstanding under the 2024 Plan, of which 433,912 have vested and 2,423,478 remain unvested.

2024 ESPP – The 2024 ESPP provides eligible employees with an opportunity to purchase Class A common stock from the Company at a pre-determined discounted price and to pay for such purchases through payroll deductions or other approved contributions during “offering periods” under the 2024 ESPP.

2024 ESPP – The 2024 ESPP provides eligible employees with an opportunity to purchase common stock from the Company at a pre-determined discounted price and to pay for such purchases through payroll deductions or other approved contributions during “offering periods” under the 2024 ESPP.

The 2024 ESPP will terminate automatically twenty ( 20 ) years after its adoption by the Board.

As of December 31, 2024, the Company has not granted any rights to purchase Class A common stock under the 2024 ESPP.

Compensation costs for the years ended December 31, 2024 and 2023 was estimated for stock options based on the grant date fair value using a Black-Scholes option valuation model, consistent with authoritative guidance utilizing the following assumptions:

Years Ended December 31,

As of December 31, 2025, the Company has not granted any rights to purchase common stock under the 2024 ESPP.

Compensation costs was estimated for stock options based on the grant date fair value using a Black-Scholes option valuation model, consistent with authoritative guidance utilizing the following assumptions for the year ended December 31, 2024:

Expected volatility 79.67 %

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The Company will continue to apply this process until a sufficient amount of historical information regarding volatility on its own stock becomes available.

For certain stock option award modifications during 2025, the expected volatility was based on evaluating the Company’s implied volatility given sufficient historical information regarding volatility was available.

Expected Dividend Yield – The Company has not, and does not, intend to pay dividends.

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Treasury yield in effect at the time of the grant consistent with the expected term of the award.

Expected Term – The Company calculates the expected term using the simplified method.

Expected Term – The Company calculated the expected term using the simplified method.

This method uses the average of the contractual term of the option and the weighted-average vesting period in accordance with authoritative guidance.

Fair Value of Common Stock – The grant date fair market value of the shares of common stock underlying stock options has historically been determined by the Company’s Board.

Prior to the Closing, there was no public market for the Company’s common stock, therefore, the Board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included contemporaneous valuations performed by a third-party, important developments in the Company’s operations, sales of redeemable convertible preferred stock, the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock, lack of marketability of its common stock, actual operating results, financial performance, the likelihood of achieving a liquidity event for the Company’s security holders, the trends, the economy in general, the stock price performance and volatility of comparable public companies.

After the Closing, the grant date fair market value is determined based on the Company's Class A common stock trading price.

Fair Value of Common Stock – The grant date fair market value of the Legacy Oklo shares of common stock underlying stock options has historically been determined by the Legacy Oklo’s board of directors (the “Legacy Oklo Board”).

Prior to the Recapitalization, there was no public market for the Company’s common stock, therefore, the Legacy Oklo Board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included contemporaneous valuations performed by a third-party.

After the Recapitalization, the closing price of the common stock on the NYSE is used as the fair value of the Company’s common stock for the issuance of restricted stock.

A summary of the stock option award activity during the year ended December 31, 2025 is as follows:

Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years)

Class A common stock awards outstanding at January 1, 2024 11,426,653 $ 1.59 8.47

Granted 351,717 4.37

Common stock awards outstanding at January 1, 2025 9,470,382 $ 1.95 7.91

Exercised ( 2,759,216 ) 1.46

Forfeited ( 242,726 ) 3.22

Class A common stock awards outstanding at December 31, 2024 9,470,382 1.95 7.91

Class A common stock awards exercisable at December 31, 2024 3,256,613 1.29 6.96

Class A common stock awards not vested at December 31, 2024 6,213,769

Class A common stock available for future issuance under the 2024 Plan represent 15,872,516 of authorized shares;

less 1,386,998 restricted stock units outstanding.

As of December 31, 2024 there was approximately $ 9,635 of total unrecognized compensation expense related to outstanding unvested share-based compensation arrangements granted under the Legacy Oklo 2016 Plan.

There are 483,748 unvested options under the Legacy Oklo 2016 Plan for which the requisite service period has not been rendered that are subject to vesting based on the achievement of a performance condition.

The cost is expected to be recognized over a weighted-average period of 3.74 years.

The aggregate grant date fair values of Class A common stock options granted during the years ended December 31, 2024 and 2023 were $ 1,108 and $ 11,343 , respectively.

The weighted-average grant-date fair value of Class A common stock options granted during the years ended December 31, 2024 and 2023 were $ 3.15 and $ 2.27 , respectively.

The intrinsic value for stock options exercised represents the difference between the fair value based on the valuation of the shares of Class A common stock as of the reporting date and the exercise price of the stock option.

The total intrinsic values of Class A common stock options exercised during the years ended December 31, 2024 and 2023 were $ 28,537 and $ 1,112 , respectively.

The total fair value of Class A common stock options vested during the years ended December 31, 2024 and 2023 were $ 2,916 and $ 239 , respectively.

As of December 31, 2024, the intrinsic value of exercisable, in-the-money Class A common stock options was $ 64,930 , and the aggregate intrinsic value of all outstanding, in-the-money options, including both exercisable and unvested options, was $ 182,604 , both based on the fair market value of the Company’s Class A common stock trading price at December 31, 2024 of $ 21.23 per share.

Common stock awards outstanding at December 31, 2025 6,468,440 2.11 7.25

Common stock awards exercisable at December 31, 2025 2,508,668 1.65 6.76

Common stock awards not vested at December 31, 2025 3,959,772

As of December 31, 2025, an aggregate of 12,805,133 shares of common stock were authorized for issuance under the 2024 Plan, of which 2,857,390 shares were reserved for issuance upon vesting and settlement of outstanding restricted stock units.

The aggregate grant date fair values of stock options granted during the year ended December 31, 2024 was $ 1,108 .

The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2024 was $ 3.15 .

No stock options were granted during the year ended December 31, 2025.

The intrinsic value for stock options exercised represents the difference between the fair value based on the valuation of the shares of common stock as of the reporting date and the exercise price of the stock option.

The total intrinsic values of stock options exercised during the years ended December 31, 2025 and 2024 were $ 188,386 and $ 28,537 , respectively.

The total fair value of stock options vested during the years ended December 31, 2025 and 2024 were $ 4,183 and $ 2,916 , respectively.

As of December 31, 2025, the intrinsic value of exercisable, in-the-money stock options was $ 175,873 , and the aggregate intrinsic value of all outstanding, in-the-money options, including both exercisable and unvested options, was $ 450,533 , both based on the fair market value of the Company’s common stock trading price at December 31, 2025 of $ 71.76 per share.

Effective on April 1, 2025, the Company modified a stock option award for one employee from a performance-based vesting condition to time-based vesting condition that provides for equal monthly vesting over five years .

This modification resulted in incremental stock‑based compensation cost of $ 10,234 .

A summary of restricted stock unit award activity during the year ended December 31, 2025 is as follows:

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Weighted-Average Grant Date Fair Value

Restricted stock units, beginning balance

Restricted stock units outstanding at January 1, 2025 1,252,166 134,832 $ 8.02

Granted 2,081,611 — 53.51

( 870,821 ) 870,821 26.07

Issued — ( 571,741 ) —

Forfeited ( 39,478 ) — 15.95

Restricted stock units outstanding at December 31, 2025 2,423,478 433,912 37.84

1,252,166 134,832 8.02

As of December 31, 2024, there was approximately $ 9,128 of total unrecognized compensation expense related to restricted stock units granted under the 2024 Plan.

The cost is expected to be recognized over a weighted-average period of 2.97 years.

The aggregate grant date fair value of restricted stock units that vested during the year ended December 31, 2025 was $ 22,705 .

Stock-based compensation expense charged to operations is summarized as follows:

During 2025, the Company approved modifications to equity awards in connection with employee termination events.

These modifications included the acceleration of vesting for certain stock options for two former employees, full vesting of outstanding RSU awards, and an extension of the post‑termination exercise period for one former employee.

These modifications altered the vesting conditions of the affected awards.

This modification resulted in incremental stock‑based compensation cost of $ 4,765 .

The Company also approved a modification to an equity award for an employee who transitioned to a consulting arrangement during 2025.

In connection with this change in employment status, the Company accelerated vesting of the employee’s restricted stock unit awards and certain stock options along with the replacement of the employees’ unvested outstanding on stock options with an equivalent number of restricted stock unit awards subject to vesting over the consulting service period.

These changes altered both the form and vesting conditions of the awards.

This modification resulted in incremental stock‑based compensation cost of $ 10,832 .

In connection with the Recapitalization on May 9, 2024, as discussed in Note 3, the Company recorded incremental stock-based compensation cost related to the modification of Legacy Oklo vested options that were outstanding at that time, reflecting the holders’ contingent right to receive a pro rata share of the Earnout Shares.

This modification resulted in incremental stock‑based compensation cost of $ 7,784 .

A summary of unvested restricted stock award activity during the year ended December 31, 2025 is as follows:

Unvested Number of Units Weighted Average Grant Date Fair Value

Restricted stock awards outstanding at January 1, 2025 — $ —

Granted 274,339 33.39

Restricted stock awards outstanding at December 31, 2025 274,339 33.39

Stock-based compensation costs charged to operations is summarized as follows:

Years Ended December 31,

2 unchanged sentences

Total costs charged to operations $ 41,795 $ 12,484

$ 12,484 $ 777

(1) Year ended December 31, 2024 includes $ 7,784 of incremental costs of the modification of Legacy Oklo’s awards for the vested options-holders’ contingent right to receive a pro rata share of the Earnout Shares recorded at the Closing.

There were $ 683 and $ 0 of state current income taxes for the years ended December 31, 2024 and 2023, respectively, and no deferred income taxes for the years ended December 31, 2024 and 2023.

Significant components of the Company's deferred tax assets are as follows:

Unrecognized stock-based compensation costs and expected weighted-average period to be recognized related to the stock-based compensation awards as of December 31, 2025 is presented below:

Restricted Stock Stock Options Totals

Unrecognized stock-based compensation cost $ 96,989 $ 14,933 $ 111,922

Weighted-average period over which cost is expected to be recognized (in years) 3.44 3.55 3.46

The components of income tax (benefit) expense consist of the following:

As of December 31,

Current tax expense:

Federal $ — $ —

State and local — 683

Total current tax expense — 683

Deferred tax benefit:

Federal ( 3,516 ) —

State and local ( 1,013 ) —

Total deferred tax benefit ( 4,529 ) —

Total income tax (benefit) expense $ ( 4,529 ) $ 683

Significant components of the Company’s deferred taxes are as follows:

As of December 31,

Deferred tax assets:

Net operating loss carryforwards $ 5,599 $ 3,078

R&D credit 2,443 1,424

R&D tax credit 10,692 2,443

Capitalized R&D expenses 16,039 5,617

Capitalized start-up expenses 34,210 15,628

Advance payment 5,267 —

Operating lease liabilities 305 216

Stock-based compensation 2,598 394

Depreciation and amortization 73 17

Accrued expenses 2,079 —

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Deferred tax liabilities:

Indefinite-lived intangible assets ( 5,794 ) —

Right-of-use assets ( 292 ) ( 207 )

Unrealized gain on marketable securities ( 467 ) —

Unrealized gain on marketable debt securities ( 248 ) ( 467 )

Total deferred tax liabilities ( 6,334 ) ( 674 )

Net deferred assets $ — $ —

Net deferred tax liabilities $ ( 1,155 ) $ —

The Company regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history, and expected future taxable income on a jurisdiction by jurisdiction basis.

In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

Due to the uncertainty surrounding their realization, the Company has recorded a full valuation allowance against the net deferred tax assets.

Accordingly, no deferred tax asset has been recorded on the consolidated balance sheets.

In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the income tax (benefit) in the period in which such determination is made.

Due to the uncertainty surrounding their realization, the Company has recorded a valuation allowance primarily against its deferred tax assets up to certain deferred tax liabilities as of December 31, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law, introducing significant changes to U.S.

corporate income tax provisions.

The effects of changes in tax laws are recognized in the period of enactment, which were primarily related to amendments to Section 174.

The impact of OBBBA on income tax (benefit) expense for the year ended December 31, 2025 was not material.

As of December 31, 2025 and 2024, the Company’s unamortized capitalized R&D expenses of approximately $ 76,130 and $ 26,770 , respectively, will be amortized in varying amounts through 2034 for tax purposes.

As of December 31, 2024 and 2023, the Company capitalized certain start-up costs of approximately $ 30,190 and $ 21,950 , respectively, that will be amortized over a 180 -month period beginning with the month in which the Company is considered to be in an active trade or business for tax purposes.

As of December 31, 2024 and 2023, the Company had net operating loss carryforwards for federal income tax purposes of approximately $ 14,596 and $ 11,022 , respectively, of which approximately $ 12,975 for federal purposes do not expire (limited to 80% of taxable income in a given year).

As of December 31, 2024 and 2023, the Company's state net operating loss carryforwards were not material.

As of December 31, 2024 and 2023, the Company had federal research credit carryforwards of $ 2,443 and approximately $ 1,420 , respectively.

As of December 31, 2025 and 2024, the Company capitalized certain start-up costs of approximately $ 162,370 and $ 74,040 , respectively, that will be amortized, subject to certain limitations, over a 180 -month period beginning with the month in which the Company is considered to be in an active trade or business for tax purposes.

As of December 31, 2025, the Company had net operating loss carryforwards for federal income tax purposes of $ 23,694 and $ 9,748 for state and local income tax purposes.

Net operating losses for federal purposes of approximately $ 22,073 do not expire (limited to 80% of taxable income in a given year).

As of December 31, 2024, the Company had net operating loss carryforwards for federal income tax purposes of $ 14,739 and the Company’s state net operating loss carryforwards were not material.

As of December 31, 2025 and 2024, the Company had federal research credit carryforwards of approximately $ 12,128 and $ 2,714 , respectively.

The federal research credit carryforwards will expire at various dates beginning in the year 2035.

The Company may be entitled to claim additional state income tax credits for its R&D activities, but these amounts have not yet been determined.

Any R&D credits generated by the Company in 2024 would result in an additional deferred tax asset that would be subject to a full valuation allowance.

Any additional state R&D tax credits generated by the Company would result in an additional deferred tax asset, unless utilized, that would be subject to a full valuation allowance.

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation.

Accordingly, a Company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“Section 382”).

Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period.

Events which may cause limitations in the amount of

the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period.

Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the Section 382 and similar state provision.

The Company files income tax returns in the U.S.

federal and various state jurisdictions with varying statutes of limitations.

The Company is generally no longer subject to tax examinations for years prior to 2021 for federal purposes and 2020 for state purposes, except in certain limited circumstances.

federal and various state jurisdictions, each of which is subject to differing statutes of limitations.

The Company is generally no longer subject to tax examinations for years prior to 2022 for federal purposes and 2021 for state purposes, except in certain state jurisdictions.

However, net operating losses generated in tax years beginning in 2014 remain subject to examination to the extent such losses are utilized in future periods.

The benefit for income taxes differs from the amount obtained by applying the federal statutory income tax rate as follows:

Years Ended December 31,

Federal taxes at statutory rate 21.0 % 21.0 %

State and local taxes, net of federal benefit ( 0.7 ) % 0.2 %

Tax credit carryforward generated 1.8 % 1.9 %

Change in unrealized gains on marketable securities ( 0.6 ) % 0.0 %

Valuation allowance ( 21.4 ) % ( 13.7 ) %

Nondeductible change in fair value of SAFE ( 8.0 ) % ( 9.0 ) %

Amount Percent Amount Percent

federal statutory tax rate $ ( 23,140 ) 21.0 % $ ( 15,316 ) 21.0 %

State and local taxes, net of federal benefit (a)

( 1,013 ) 0.9 % 539 ( 0.7 ) %

Effect of change in tax laws or rates enacted in current period — — % — — %

R&D tax credits ( 9,359 ) 8.5 % ( 1,290 ) 1.8 %

Change in valuation allowances 43,952 ( 39.9 ) % 16,011 ( 21.3 ) %

Nontaxable and nondeductible items

Nondeductible executive compensation 10,275 ( 9.3 ) % 242 ( 0.3 ) %

Change in fair value of simple agreements for future equity — — % 5,852 ( 8.0 ) %

Transaction costs — — % ( 1,555 ) 2.1 %

1 unchanged sentence

Stock-based compensation ( 26,750 ) 24.3 % ( 2,981 ) 4.1 %

Other differences ( 0.5 ) % ( 0.4 ) %

Effective Income Tax Rate ( 0.9 ) % 0.0 %

The effective tax rate for 2024 is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S.

deferred tax assets.

Other 342 ( 0.3 ) % 100 ( 0.8 ) %

Changes in unrecognized tax benefits 1,164 ( 1.1 ) % 271 ( 0.4 ) %

Effective tax rate $ ( 4,529 ) 4.1 % $ 683 ( 0.9 ) %

(a) State taxes in Idaho and California made up the majority (greater than 50 percent) of the tax effect in this category for the tax years ended December 31, 2025 and 2024, respectively.

The effective tax rate for 2025 is lower than the statutory U.S.

federal tax rate primarily due to a full valuation allowance against U.S.

deferred tax assets, as well as the impact of stock-based compensation and nondeductible executive compensation.

The following table represents a roll forward of the qualifying accounts consisting of the valuation allowance for deferred tax assets:

1 unchanged sentence

Valuation allowance for deferred tax assets - beginning of year $ 26,775 $ 11,184

$ 11,184 $ 6,777

Change in valuation allowance for deferred tax assets during the year

Change in valuation allowance recognized in the provision for federal income taxes for the year 43,952 16,011

Change in valuation allowance recognized in provision for state and local income taxes for during the year 679 47

Change in valuation allowance recognized to other accounts 219 ( 467 )

Valuation allowance for deferred tax assets - end of year $ 71,625 $ 26,775

$ 26,775 $ 11,184

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

4 unchanged sentences

Balance at end of year $ 1,435 $ 271

If fully recognized in the future, there would be no impact to the effective tax rate, and $ 271 would result in adjustments to the valuation allowance.

Interest and penalties related to the unrecognized tax benefits were insignificant period presented.

The Company does not have tax positions that are expected to significantly increase or decrease within the next twelve months.

If the unrecognized tax benefits are fully recognized in the future, there would be no impact to the effective tax rate, and $ 1,435 would result in adjustments to the valuation allowance.

Interest and penalties related to unrecognized tax benefits were insignificant in the period presented.

Income taxes paid consisted of the following:

Years Ended December 31,

Federal $ * $ 223

California 2,464 550

New York City * 123

Total $ 2,464 $ 907

* Represents jurisdictions below for the threshold for the years presented .

Retirement Plan

4 unchanged sentences

Contract Commitments

The Company enters into contracts in the normal course of business with third-party contract research organizations, contract development and manufacturing organizations and other service providers and vendors.

These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments (further details are under the heading Operating Lease Agreement in Note 17).

Lease Option Agreement

The Company entered into a non-assignable (unless agreed to the parties) lease option agreement (the “Lease Option”) where it agreed to pay $ 10 per month (the “option payment(s)”), starting on January 1, 2025 and automatically expiring on January 1, 2026 (the “option term”).

The Company may terminate the Lease Option after July 1, 2025 with one-month written notice.

As consideration for the Lease Option, the Company is required to pay $ 70 if the Company exercises its early termination provision, otherwise the required payments will be $ 120 during the option term.

As consideration for the option payment(s), the Company has an exclusive right to enter into a definitive lease agreement for certain property during the option term.

If a definitive lease agreement is entered into during the option term, the option payment(s) will be credited against the required lease payments under the definitive lease agreement, otherwise they will be non-refundable except for a default under the Lease Option.

The Company enters into contracts and purchase obligations in the normal course of business with third-party contract research organizations, contract development and manufacturing organizations and other service providers and vendors.

These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Purchase obligations include contracts for construction projects, selling and administrative services, and capital expenditures.

Contingencies

3 unchanged sentences

Segment Information

In accordance with criteria under Topic ASC 280, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker ("CODM") has been identified as the Chief Executive Officer.

In accordance with criteria under ASC 280, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer.

The Company’s CODM reviews consolidated results to assess performance, make decisions, and allocates operating and capital resources of the Company as a whole, therefore, there is only one reportable segment.

3 unchanged sentences

The consolidated statements of operations for the years ended December 31, 2025 and 2024, reflect the significant segment expenses and other segment items, as well as the consolidated balance sheets as of December 31, 2025 and 2024, for the one reportable segment.

Related Party Transactions

On June 25, 2025, the Company entered into an agreement under which M.

Klein & Company, through its affiliate, The Klein Group LLC, will provide financial advisory and strategic services.

Michael Klein, who currently serves as a director of the Company, maintains a direct controlling interest in M.

Klein & Company.

The advisory agreement is for a term of one year and requires the Company to pay a $ 250 quarterly retainer fee, in addition to other potential fees depending on the outcomes of certain transactions.

During the year ended December 31, 2025, the Company made total payments of $ 500 under the agreement.

Subsequent Events

The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC.

Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements.

Restricted Stock Units

On February 3, 2025, the Company granted 300,000 restricted stock units for shares of the Company's Class A common stock to certain employees, of which 80,000 were granted to an executive employee and 220,000 were granted to non-executive employees.

The awards fully vest on November 29, 2025, subject to the applicable employee's continued service through such date.

On March 13, 2025, the Company issued 68,108 shares of its Class A common stock to certain executive employees under the 2024 Plan, which is net of shares withheld for taxes.

Atomic Alchemy Acquisition

On February 28, 2025, the Company acquired all of the common stock outstanding of Atomic Alchemy, Inc.

(“Atomic Alchemy”), by way of statutory merger.

Operating Lease Agreement

Effective January 17, 2025 the Company entered into an operating lease agreement for office space located in Rockville, Maryland, with an expiration date of March 31, 2027.

Board Members

On March 4, 2025, Michael Thompson and Daniel B.

Poneman were appointed as directors by the Board.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

March 24, 2025 By:

/s/ JACOB DEWITTE

Jacob DeWitte

Chief Executive Officer and Director

(Principal Executive Officer)

March 24, 2025 By:

CRAIG BEALMEAR

Craig Bealmear

Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated.

Signature Title

/s/ Jacob DeWitte

Chief Executive Officer and Board Member

Jacob DeWitte (Principal Executive Officer)

March 24, 2025

Craig Bealmear Chief Financial Officer

Craig Bealmear (Principal Financial Officer and Principal Accounting Officer)

March 24, 2025

/s/ Caroline Cochran

Chief Operating Officer and Board Member

Caroline Cochran

March 24, 2025

/s/ Sam Altman Sam Altman

Sam Altman Chairman and Board Member

March 24, 2025

/s/ Michael Klein Michael Klein

Michael Klein Board Member

March 24, 2025

/s/ Michael Thompson

Michael Thompson

March 24, 2025

/s/ Daniel B.

March 24, 2025

/s/ Lieutenant General (Ret.) John Jansen

Lieutenant General (Ret.) John Jansen

March 24, 2025

/s/ Richard W.

Kinzley Richard W.

Kinzley Board Member

March 24, 2025

Other than the subsequent events described below, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements.

In connection with the December ATM Program, an additional 12,376,352 shares of common stock were sold under the program from January 1 through its closure on January 28, 2026 at an average price of $ 96.95 per share, resulting in aggregate gross proceeds of $ 1,199,868 , subject to sales agent commissions.

Prepayment Agreement

On January 5, 2026, we entered into a prepayment agreement (the "Prepayment Agreement") with Meta Platforms, Inc.

(“Meta”) that advances plans to develop a 1.2 gigawatt power campus in Pike County, Ohio, to support Meta’s data centers.

The Prepayment Agreement provides a mechanism for Meta to prepay for power and provide funding to advance powerhouse deployment.

Pursuant to the Prepayment Agreement, the Company will use Meta's funding to secure nuclear fuel, advancing the first phase of the project.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures