Oklo Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 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 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 54 Table of Contents 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. GAAP. We have taken the following remediation measures to address the material weakness described above: • Improve processes where management reviews information provided by third parties; and • 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 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 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 The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. Item 9B. Other Information 55 Table of Contents 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 56 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance 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. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. Item 11. Executive Compensation The information required under this item is incorporated herein by reference to our Proxy Statement. Item 12. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required under this item is incorporated herein by reference to our Proxy Statement. Item 14. Principal Accountant Fees and Services The information required under this item is incorporated herein by reference to our Proxy Statement. 57 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules (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. (a)(3) Exhibits: Set forth below is a list of all exhibits to this Annual Report, including those incorporated by reference. (b) EXHIBIT INDEX Exhibit Number Description 2.1 Agreement and Plan of Merger and Reorganization, dated as of July 11, 2023, by and among AltC Acquisition Corp., AltC Merger Sub, Inc. and Oklo Inc. (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). 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 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 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). 10.8# Employment Agreement, effective May 9, 2024, by and between the Company and Caroline Cochran (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2024). 10.9# Employment Agreement, effective May 9, 2024, by and between the Company and R. 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). 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). 58 Table of Contents 10.12 Confidential Letter of Intent to Purchase Power, dated as of February 16, 2024, by and between Oklo Inc. and Equinix, Inc. (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 21.1* List of Subsidiaries of Oklo Inc. 23.1* Consent of Deloitte & Touche LLP 31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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). 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document. 104 The cover page from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101). * Filed herewith. ** Furnished herewith. 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. Item 16. Form 10-K Summary None. 59 Table of Contents SIGNATURES 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. Oklo Inc. (Registrant) Date: 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: Signature Position Date /s/ Jacob DeWitte Jacob DeWitte Chairman and Chief Executive Officer (Principal Executive Officer) March 17, 2026 /s/ R. Craig Bealmear R. 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. Kinzley Richard W. Kinzley 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 60 Table of Contents Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB No. 34 ) F- 2 Consolidated Balance Sheets as of December 31, 202 5 and 202 4 F- 3 Consolidated Statements of Operations for the Years Ended December 31, 202 5 and 202 4 F- 4 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 202 5 and 202 4 F- 5 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 202 5 and 202 4 F- 6 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 and 202 4 F- 7 Notes to Consolidated Financial Statements F- 9 F - 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Oklo Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Oklo Inc. 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 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 provides a reasonable basis for our opinion. /s/ Deloitte & Touche LLP San Jose, California March 17, 2026 We have served as the Company's auditor since 2024. F - 2 Table of Contents Oklo Inc. Consolidated Balance Sheets (in thousands, except share data) As of December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 788,445 $ 97,132 Marketable debt securities 439,526 130,682 Prepaid and other current assets 25,798 4,125 Total current assets 1,253,769 231,939 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 Current liabilities: Accounts payable $ 4,145 $ 2,970 Accrued expenses and other 20,497 1,885 Operating lease liabilities 904 481 Total current liabilities 25,546 5,336 Operating lease liabilities, net of current portion 546 543 Right of first refusal liability 25,000 25,000 Deferred tax liabilities 1,155 — Total liabilities 52,247 30,879 Commitments and contingencies Stockholders' equity: Class A common stock, $ 0.0001 par value – 500,000,000 shares authorized; 160,514,103 and 137,706,596 shares issued and outstanding as of December 31, 2025 and 2024, respectively 16 14 Additional paid-in capital 1,715,787 383,739 Accumulated deficit ( 240,772 ) ( 135,109 ) Accumulated other comprehensive income 1,179 2,213 Total stockholders’ equity 1,476,210 250,857 Total liabilities and stockholders’ equity $ 1,528,457 $ 281,736 See accompanying notes to consolidated financial statements. F - 3 Table of Contents Oklo Inc. Consolidated Statements of Operations (in thousands, except share data) Years Ended December 31, 2025 2024 Operating expenses Research and development $ 58,852 $ 26,711 General and administrative 80,442 26,090 Total operating expenses 139,294 52,801 Loss from operations ( 139,294 ) ( 52,801 ) Other income (loss) Change in fair value of simple agreements for future equity — ( 27,864 ) 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 tax benefit (expense) 4,529 ( 683 ) Net loss $ ( 105,663 ) $ ( 73,616 ) Net loss per share: Basic and diluted - Class A common stock $ ( 0.72 ) $ ( 0.74 ) Weighted-average common shares outstanding - basic and diluted - Class A common stock 146,351,775 98,910,013 See accompanying notes to consolidated financial statements. F - 4 Table of Contents Oklo Inc. Consolidated Statements of Comprehensive Loss (in thousands) Years Ended December 31, 2025 2024 Net loss $ ( 105,663 ) $ ( 73,616 ) 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. F - 5 Table of Contents Oklo Inc. Consolidated Statements of Stockholders’ Equity (in thousands, except share data) Years Ended December 31, 2025 and 2024 Class A Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Equity Shares Par Value 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 Net loss — — — ( 73,616 ) — ( 73,616 ) Balance as of December 31, 2024 137,706,596 14 383,739 ( 135,109 ) 2,213 250,857 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 See accompanying notes to consolidated financial statements. F - 6 Table of Contents Oklo Inc. Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 105,663 ) $ ( 73,616 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 522 268 Change in fair value of simple agreements for future equity — 27,864 Interest income and accretion of discount on marketable debt securities, net ( 3,485 ) ( 520 ) Stock-based compensation 41,795 12,484 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 ) Other assets ( 77 ) ( 115 ) Accounts payable ( 1,532 ) ( 1,762 ) Accrued expenses and other 12,345 ( 1,504 ) Operating lease right-of-use assets and liabilities 24 31 Net cash used in operating activities ( 82,174 ) ( 38,390 ) Cash flows from investing activities: 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 ) Cash flows from financing activities: Proceeds from recapitalization - 276,210 Payment of taxes from common stock withheld ( 1,647 ) — Proceeds from exercise of stock options 4,028 1,044 Proceeds from right of first refusal liability — 25,000 Proceeds from simple agreements for future equity — 10,232 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 Net increase in cash and cash equivalents 691,313 87,264 Cash and cash equivalents - beginning of year 97,132 9,868 Cash and cash equivalents - end of year $ 788,445 $ 97,132 Supplemental noncash investing and financing activities: 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 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 F - 7 Table of Contents Reclassification of deferred issuance costs in connection with Recapitalization — 5,510 See accompanying notes to consolidated financial statements. F - 8 Table of Contents Oklo Inc. Notes to Consolidated Financial Statements (in thousands, except share data and amounts, and exchange ratio) 1. Nature of Operations and Organization Oklo Inc. (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 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, 2025, the Company’s cash, cash equivalents and marketable debt securities were $ 1,412,539 . The Company continues to incur significant operating losses. For the year ended December 31, 2025, the Company had a net loss of $ 105,663 , loss from operations of $ 139,294 and net cash used in operating activities of $ 82,174 . As of December 31, 2025, the Company had an accumulated deficit of $ 240,772 . 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. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Segment Information 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 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. F - 9 Table of Contents Principles of Consolidation The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. 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, 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 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 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 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 F - 10 Table of Contents 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. If the Company does not intend to sell and it is not more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, it will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment is assessed at the individual security level. 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 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 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 debt securities in money market funds and U.S. treasury securities. A portion of the Company’s operating cash is held in accounts in excess of the Federal Deposit Insurance Corporation insurance limits; however, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. The Company has not experienced any losses on cash equivalents and marketable debt securities. 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, 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 The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. No impairment losses were recognized on any long-lived assets during the years ended December 31, 2025 and 2024. 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. Upon F - 11 Table of Contents 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 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. Leases 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. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the expected lease term, including options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company uses the discount rate implicit in the lease unless that rate cannot be readily determined. In that case, the Company uses its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term. Lease ROU assets consist of the initial measurement of lease liabilities, any lease payments made to lessor on or before the lease commencement date, adjusted for any lease incentives received, and any initial direct costs incurred by the Company. Operating lease expense for lease payments is recognized on a straight-line basis over the expected lease term. There were no finance leases as of December 31, 2025 and 2024. Fair Value Measurements 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 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: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities and investments in U.S. treasury securities and money market funds. F - 12 Table of Contents Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, as corroborated by market data. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. 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 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 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, 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 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 The Company accounts for stock-based compensation by measuring and recognizing expense for all stock-based awards made to employees and non-employees based on the estimated grant-date fair values for all stock-based compensation arrangements. The Company recognizes stock-based compensation over each recipient’s requisite service period, which is generally the vesting period. The Company has elected to recognize actual forfeitures by reducing the stock-based compensation in the same period as the forfeitures occur. 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 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. F - 13 Table of Contents Income Taxes 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 . Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. Recently Adopted Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): 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): Disaggregation of Income Statement Expenses , which will require disaggregated disclosures in the notes to the financial statements of certain categories of expenses, including purchases of inventory, employee compensation, and depreciation and amortization, that are included in expense line items within the statement of operations. ASU 2024-03 will be applied prospectively; however, retrospective application is permitted. ASU 2024-03, as clarified in ASU 2025-01, Clarifying the Effective Date , requires public business entities to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. 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 F - 14 Table of Contents approach. 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. 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. 3. 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: Cash $ 1,016 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: F - 15 Table of Contents Cash $ 116 Prepaid expenses 99 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 $ 28,424 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. 4. Balance Sheet Components F - 16 Table of Contents Prepaid and Other Current Assets Prepaid and other current assets are summarized as follows: As of December 31, 2025 2024 Prepaid expense $ 18,853 $ 2,119 Accrued interest receivable 4,976 1,138 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, and construction deposits. Prepaid expenses are amortized over the straight-line method over the contract term. 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 $ 366 $ 366 Furniture, fixtures and machinery 7 483 146 Software 3 1,405 1,020 Leasehold improvements * 62 45 Land N/A 5,145 — Total property and equipment, gross 7,461 1,577 Less: 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 Other assets are summarized as follows: F - 17 Table of Contents As of December 31, 2025 2024 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 Accrued expenses and other are summarized as follows: As of December 31, 2025 2024 Accrued professional fees $ 1,838 $ 652 Accrued payroll and bonuses 10,998 636 General accrued expenses 7,210 134 Other current liabilities 451 463 Total accrued expenses and other $ 20,497 $ 1,885 5. 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, 2025 2024 Cash payments included in the measurement of operating lease liabilities during the year $ 862 $ 289 Operating lease liabilities arising from obtaining lease right-of-use assets during the year $ 1,143 $ 1,185 Weighted-average remaining lease term (in months) as of year-end 29 24 Weighted-average discount rate during the year 8.91 % 8.76 % 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 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: F - 18 Table of Contents Years Ended December 31, 2025 2024 Operating lease costs included in: Research and development $ 841 $ 234 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 : 2026 $ 990 2027 203 2028 191 2029 199 2030 34 Minimum lease payments 1,617 Less imputed interest ( 167 ) Present value of operating lease liabilities $ 1,450 Current portion of operating lease liabilities $ 904 Noncurrent portion of operating lease liabilities 546 Total operating lease liabilities $ 1,450 6. Financial Instruments 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 $ — $ — Level 1: Money market funds — — — 777,423 — — U.S. Treasury securities 504,008 1,123 505,131 — 320,563 184,568 Subtotal 504,008 1,123 505,131 777,423 320,563 184,568 Level 2 (1) : Commercial paper 118,907 56 118,963 — 118,963 — Total $ 622,915 $ 1,179 $ 624,094 $ 788,445 $ 439,526 $ 184,568 (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. 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. F - 19 Table of Contents 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 Due after 1 year through 5 years 184,568 Total fair value $ 624,094 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 $ — $ — Level 1: Money market funds — — — — 94,112 — — U.S. 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) 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. 7. 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 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. 8. 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 F - 20 Table of Contents 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”). In connection with the Payment, the Company agreed to supply power at a discount to the most favored nation pricing that the Company is required to provide to the third party in a future PPA (location to be determined); provided, that pricing set out in a PPA will include an additional discount if needed such that the total savings against most favored nation pricing over the course of the PPA is equivalent to the Payment. The Payment is effectively a nonrefundable upfront payment that will be attributed to future power delivery. 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. 9. 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. Common Stock 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. Thereafter, the number of directors will be exclusively fixed from time to time by resolution of a majority of the Company’s board of directors (the “Board”). Subject to the special rights of holders of any outstanding series of preferred stock to elect directors, the Board is divided into three classes with the term of each director expiring on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected, as follows: Class I, with a term expiring at the first annual meeting; Class II, with a term expiring at the second annual meeting; and Class III, with a term expiring at the third annual meeting. 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) 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 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”). 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. ATM Programs 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”). Under the F - 21 Table of Contents 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. Stock Plans 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. 10. Stock-based Compensation Legacy Oklo 2016 Plan – Under the Legacy Oklo 2016 Plan only stock options have been awarded. The options with a time-based vesting schedule vest at the rate of 20 % per year over a period of 5 years, beginning one year following the related grant date, and expire ten years from the date of the grant. Options with milestone-based vesting vest upon completion of milestones specific to each grant. Effective as of May 9, 2024, the Company is no longer issuing new awards 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 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 F - 22 Table of Contents 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 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, 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 % Expected dividend yield 0 % Risk-free interest rate 4.08 % Expected term 6.3 years Expected Volatility – Legacy Oklo determined volatility based on the historical volatilities of comparable publicly traded companies over a period equal to the expected term because it has no trading history for its common stock price. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. 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. Risk-free Interest Rate – The Company applies the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant consistent with the expected term of the award. 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 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) 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 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 F - 23 Table of Contents 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: Number of Units Weighted-Average Grant Date Fair Value Unvested Vested Restricted stock units outstanding at January 1, 2025 1,252,166 134,832 $ 8.02 Granted 2,081,611 — 53.51 Vested ( 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 The aggregate grant date fair value of restricted stock units that vested during the year ended December 31, 2025 was $ 22,705 . 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 . F - 24 Table of Contents 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, 2025 2024 Research and development $ 12,251 $ 7,797 General and administrative 29,544 4,687 Total costs charged to operations $ 41,795 $ 12,484 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 11. Income Taxes The components of income tax (benefit) expense consist of the following: As of December 31, Current tax expense: 2025 2024 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: F - 25 Table of Contents As of December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 5,599 $ 3,078 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 Other 15 73 Accrued expenses 2,079 — Deferred tax assets 76,804 27,449 Valuation allowance ( 71,625 ) ( 26,775 ) Total deferred tax assets 5,179 674 Deferred tax liabilities: Indefinite-lived intangible assets ( 5,794 ) — Right-of-use assets ( 292 ) ( 207 ) Unrealized gain on marketable debt securities ( 248 ) ( 467 ) Total deferred tax liabilities ( 6,334 ) ( 674 ) 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 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, 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 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 F - 26 Table of Contents 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, 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, 2025 2024 Amount Percent Amount Percent U.S. 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 — — % — — % Tax credits 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 % Interest expense — — % ( 1,190 ) 1.6 % Stock-based compensation ( 26,750 ) 24.3 % ( 2,981 ) 4.1 % 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: Years Ended December 31, 2025 2024 Valuation allowance for deferred tax assets - beginning of year $ 26,775 $ 11,184 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 A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: F - 27 Table of Contents Years Ended December 31, 2025 2024 Balance at beginning of year $ 271 $ — Additions for tax positions taken in prior year 228 142 Additions for tax positions related to the current year 936 129 Balance at end of year $ 1,435 $ 271 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, 2025 2024 Federal $ * $ 223 California 2,464 550 New York City * 123 Other * 11 Total $ 2,464 $ 907 * Represents jurisdictions below for the threshold for the years presented . 12. Retirement Plan The Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject to limitations. The plan allows for discretionary matching contributions by the Company, up to 4 % of eligible annual compensation made by participants of the plan. The Company contributions to the plan were $ 820 and $ 487 for the years ended December 31, 2025 and 2024, respectively. 13. Commitments and Contingencies Contract Commitments 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 From time to time, the Company may become involved in litigation matters arising in the ordinary course of business. The Company is not a party to any legal proceedings, nor is it aware of any material pending or threatened litigation. There were no contingent liabilities as of December 31, 2025. 14. Segment Information 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. The CODM does not distinguish its principal business activities for the purpose of internal reporting and uses net loss to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly by comparing the actual results with historical budgets. F - 28 Table of Contents Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are research and development and general and administrative. Other segment items are represented by change in fair value of simple agreements for future equity, interest and dividend income and income taxes. 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. 15. 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. Mr. 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. 16. 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 subsequent events described below, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements. ATM Program 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. F - 29