Oklo reported a $41.75 million net loss for Q3 2026

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

21 unchanged paragraphs

The registrant had 186,017,650 195,289,593 shares of Class A common stock outstanding as of August November 4, 2026.

Forward-looking statements 7 changes

The forward-looking statements contained in this Quarterly Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. Forward-looking statements, by their nature, are subject to a variety of assumptions, risks, and uncertainties that could cause actual results or performance to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by us. Factors that may cause our actual decisions or results to differ materially from those contemplated by these forward-looking statements include, among other things: risks related to the development and deployment of Oklo's powerhouses, fuel fabrication and fuel recycling facilities, and radioisotope production activities; the risk that Oklo is pursuing an emerging market with no commercial project operating and regulatory uncertainties; risks related to acquisitions, divestitures, or joint ventures we may engage in; the need for financing to construct plants, which remain subject to market, financial, political, and legal conditions; risks related to an inability to raise additional capital to support our business and sustain our growth on favorable terms; the effects of competition; risks related to accessing high-assay low-enriched uranium ("HALEU"), plutonium, and other fuels (including recycled fuels) at acceptable costs and under acceptable timelines; risks related to our supply chain; risks related to power purchase agreements or other commercial agreements; risks related to human capital; risks related to our intellectual property; risks related to cybersecurity and data privacy; changes in applicable laws or regulations, including tariffs; the outcome of any government and regulatory proceedings and investigations and inquiries; and other factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by this Quarterly Report and any other documents we have subsequently filed with the U.S. Securities and Exchange Commission (the "SEC"). The discussion in this Quarterly Report should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, except as may be required by law.

This Quarterly Report on Form 10-Q (this "Quarterly Report") of Oklo Inc. ("Oklo," the "Company," "we," "our," and "us") contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements relate to future events or future performance and include, without limitation: statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, and expansion plans; and the adequacy design, development, licensing, construction, deployment and operation of our funding. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as "may," "will," "could," "should," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "continue," "might," "possible," "potential," "predict," powerhouses and fuel fabrication, fuel recycling, and radioisotope facilities; anticipated project "goal," "would," "commit" schedules and costs; commercial, fuel supply, and other stylistic variants denoting forward-looking statements. strategic arrangements; future revenues, market opportunities, and customer demand; capital requirements and expenditures; and the adequacy of our funding.

Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as "may," "will," "could," "should," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "continue," "might," "possible," "potential," "predict," "project," "goal," "would," "commit" and other stylistic variants denoting forward-looking statements.

We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome outcomes related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance. and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to may materially differ from our expectations. and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at on the time date they are made. We undertake no obligation to anticipate future results update or trends. revise any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, except as may be required by law.

Important factors that could cause such differences between our expectations and outcomes include our ability to: complete the design, testing, construction, commissioning and operation of our first-of-a-kind powerhouses and fuel and radioisotope facilities within anticipated costs and schedules; integrate acquired businesses and realize anticipated benefits; obtain and maintain required authorizations, licenses, permits and other approvals from the U.S Department of Energy ("DOE"), the U.S. Nuclear Regulatory Commission ("NRC"), and other governmental entities; secure suitable sites and necessary interconnection and transmission arrangements; access high-assay low-enriched uranium ("HALEU"), plutonium, and other fuels (including recycled fuels) at acceptable costs and under acceptable timelines; obtain specialized components, qualified suppliers, and construction services at acceptable costs and within anticipated timelines; enter into, satisfy the conditions of, and obtain the anticipated benefits of power purchase, prepayment, fuel supply and other commercial or strategic arrangements, and the performance of our counterparties under such arrangements; accurately estimate project costs, capital expenditures, market demand, and deployment schedules; obtain additional project-level or corporate financing on acceptable terms when needed; and successfully navigate any changes in applicable laws, regulations, or governmental policies.

Additional information concerning these and other important factors is contained in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," including under "Key Factors Affecting Our Performance" and "Plan of Operations," and any risk factors included in Part II, Item 1A of this Quarterly Report, as well as Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our subsequent filings with the with the U.S. Securities and Exchange Commission (the "SEC"). The discussion in this Quarterly Report should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report.

1 unchanged paragraph

Unaudited Financial Statements 171 changes

2 unchanged paragraphs

Restricted cash 8,400 —

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 1,644,704 1,550,061 $ 788,445

Restricted cash 73,400 —

Marketable debt securities 820,454 951,768 439,526

Accounts receivable, net 1,979 825 —

Prepaid expenses and other current assets 45,372 158,078 25,798

Total current assets 2,520,909 2,734,132 1,253,769

1 unchanged paragraph

Marketable debt securities, net of current portion 541,131 628,956 184,568

Property, plant and equipment, net 176,195 256,077 42,312

Operating lease right-of-use assets 3,160 4,082 1,384

Intangible assets, net 44,203 44,184 27,500

1 unchanged paragraph

Other assets 47,249 12,303

Other assets 75,909 12,303

Total assets $ 3,357,882 3,768,375 $ 1,528,457

2 unchanged paragraphs

Accounts payable $ 10,470 $ 4,145

Long-term debt, net of current portion 700 —

Accounts payable $ 3,667 $ 4,145

Accrued expenses and other 38,023 80,459 20,497

Operating lease liabilities 1,025 1,226 904

Other current liabilities 2,499 2,273 —

Total current liabilities 52,017 87,625 25,546

Operating lease liabilities, net of current portion 2,234 2,991 546

1 unchanged paragraph

Total liabilities 84,325 52,247

Deferred tax liabilities 1,157 1,199 1,155

Other liabilities 3,217 3,222 —

Total liabilities 120,037 52,247

2 unchanged paragraphs

Accumulated deficit ( 322,373 ) ( 240,772 )

Class A common stock, $ 0.0001 par value – 500,000,000 shares authorized; 185,090,155 195,161,750 and 160,514,103 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,599,945 4,022,143 1,715,787

Accumulated deficit ( 364,119 ) ( 240,772 )

Accumulated other comprehensive (loss) income ( 4,033 9,705 ) 1,179

Total stockholders' equity 3,273,557 3,648,338 1,476,210

Total liabilities and stockholders' equity $ 3,357,882 3,768,375 $ 1,528,457

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Revenue $ 1,210 $ — $ 1,210 $ —

Cost of sales 721 — 721 —

Research and development 39,474 11,468 66,523 19,314

General and administrative 34,205 16,547 58,132 26,575

Total operating expenses 74,400 28,015 125,376 45,889

Loss from operations ( 73,190 ) ( 28,015 ) ( 124,166 ) ( 45,889 )

Three Months Ended September 30, Nine Months Ended September 30,

Revenue $ 1,861 $ — $ 3,071 $ —

Cost of sales 1,089 — 1,810 —

Research and development 41,645 14,945 108,168 34,259

General and administrative 41,574 21,364 99,706 47,939

Total operating expenses 84,308 36,309 209,684 82,198

Gain on sale of asset 11,430 — 11,430 —

Loss from operations ( 71,017 ) ( 36,309 ) ( 195,183 ) ( 82,198 )

1 unchanged paragraph

Interest and dividend income, net 23,209 3,761 44,548 7,414

Total other income (expense) 21,501 3,761 42,567 7,414

Loss before income taxes ( 51,689 ) ( 24,254 ) ( 81,599 ) ( 38,475 )

Income tax benefit (expense) 3,153 ( 431 ) ( 2 ) 3,980

Net loss $ ( 48,536 ) $ ( 24,685 ) $ ( 81,601 ) $ ( 34,495 )

Interest and dividend income, net 27,885 7,118 72,433 14,532

Unrealized gain on investments, net 2,034 — 2,034 —

Other non-operating expenses ( 1,708 491 ) — ( 1,981 2,472 ) —

Total other income 29,428 7,118 71,995 14,532

Loss before income taxes ( 41,589 ) ( 29,191 ) ( 123,188 ) ( 67,666 )

Income tax (expense) benefit ( 157 ) ( 531 ) ( 159 ) 3,449

Net loss $ ( 41,746 ) $ ( 29,722 ) $ ( 123,347 ) $ ( 64,217 )

Basic and diluted - Class A common stock $ ( 0.28 0.22 ) $ ( 0.18 0.20 ) $ ( 0.47 0.69 ) $ ( 0.25 0.45 )

Weighted-average common shares outstanding - basic and diluted - Class A common stock 176,224,404 140,085,498 173,295,347 139,103,193 188,600,790 150,364,909 178,453,225 142,898,350

2 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Net loss $ ( 48,536 ) $ ( 24,685 ) $ ( 81,601 ) $ ( 34,495 )

Three Months Ended September 30, Nine Months Ended September 30,

Net loss $ ( 41,746 ) $ ( 29,722 ) $ ( 123,347 ) $ ( 64,217 )

1 unchanged paragraph

Unrealized loss on marketable debt securities ( 2,551 ) ( 329 ) ( 5,212 ) ( 890 )

Total comprehensive loss $ ( 51,087 ) $ ( 25,014 ) $ ( 86,813 ) $ ( 35,385 )

Unrealized (loss) gain on marketable debt securities ( 5,672 ) 2,253 ( 10,884 ) 1,363

Total comprehensive loss $ ( 47,418 ) $ ( 27,469 ) $ ( 134,231 ) $ ( 62,854 )

3 unchanged paragraphs

Three and Six Months Ended June 30, 2026

Three and Nine Months Ended September 30, 2026

Class A Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity

1 unchanged paragraph

Exercise of stock options 290,908 — 737 — — 737

Exercise of stock options 651,612 — 1,597 — — 1,597

Issuance of common stock for restricted stock units 687,756 837,314 — — — — —

1 unchanged paragraph

Issuance of common stock in at-the-market offering, net of offering costs 12,376,352 1 1,181,896 — — 1,181,897

Stock-based compensation — — 15,586 — — 15,586

Net loss — — — ( 33,065 ) — ( 33,065 )

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

4 unchanged paragraphs

and 91 more changes in the filing

Note 1: Nature of Operations and Organization 2 changes

1 unchanged paragraph

The Company plans to commercialize its metal-fueled fast reactor technology with through the Aurora powerhouse product line. The Aurora powerhouse product line is powerhouses are designed to produce between 15 and 75 megawatts of electricity ("MWe") operate on fresh, recycled, or down-blended nuclear fuel, and initial Aurora powerhouse designs target electrical outputs ranging from 15 to 75 megawatts electric ("MWe"), with the potential to expand the product line to higher-output configurations over time. The Company's evaluation of future configurations considers customer requirements, project economics, technical feasibility, and applicable regulatory requirements. Advanced fission technology is 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 and fuel fabrication technology that can convert used nuclear fuel and other nuclear materials into usable fuel for its reactors. as well as The Company is also commercializing the production of radioisotopes The Company's radioisotope activities are intended to support domestic supply for medical, industrial, space, defense, and other critical applications The Company is pursuing these activities through dedicated isotope production and processing capabilities, which may also benefit from radioisotope co-products generated through its fuel recycling and reactor platform. In addition, the Company is expanding its capabilities in precision manufacturing, prototyping, and chemical process engineering through recent acquisitions in support of its power, fuel, and isotope projects. For more information about the Company's recent acquisitions, see Note 3—Business Combination—2026 Acquisitions .

1 unchanged paragraph

As of June September 30, 2026, the Company's cash, cash equivalents, and marketable debt securities were $ 3,006,289 3,130,785 . In addition, the Company has restricted cash of $ 81,900 as of September 30, 2026. The Company continues to incur significant operating losses. For the six nine months ended June September 30, 2026, the Company had a net loss of $ 81,601 123,347 , loss from operations of $ 124,166 195,183 , and net cash used in operating activities of $ 65,459 110,941 . As of June September 30, 2026, the Company had an accumulated deficit of $ 322,373 364,119 .

1 unchanged paragraph

Note 2: Summary of Significant Accounting Policies 12 changes

3 unchanged paragraphs

Restricted cash consists of cash balances that are subject to restrictions on withdrawal or use. Such amounts are not available for general corporate purposes and may be restricted pursuant to contractual, regulatory, or other arrangements. The restricted cash balance as of September 30, 2026 included a letter of credit for $ 58,014 related to a purchase of enriched uranium. On October 13, 2026, the letter of credit was released. See Note 14, Subsequent Events .

Accounts receivable are recorded at the invoiced amount and include amounts earned but not yet billed to customers, net of expected credit losses. The Company estimates expected credit losses based on historical experience and current conditions. The allowance for credit losses was not material as of June September 30, 2026 and December 31, 2025.

1 unchanged paragraph

During the three and six nine months ended June September 30, 2026, the Company generated revenue primarily from engineering and consulting services, manufacturing and fabrication services, and other ancillary service arrangements. For revenue recognized over time, the Company utilizes input methods based on the expected remaining output of the contract to recognize revenue. The Company determined this is the most faithful depiction of the transfer of goods or services as it is based on the expected remaining effort to deliver under the contracts.

3 unchanged paragraphs

Three and Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2 unchanged paragraphs

Total revenue recognized

Total revenue $ 1,861 $ — $ 3,071 $ —

5 unchanged paragraphs

The changes in contract assets and contract liabilities during the period ended June September 30, 2026, were primarily attributable to the Company's acquisitions. For additional information about the acquisitions, see Note 3 — Business Combinations — 2026 Acquisitions.

The Company has elected not to disclose information about remaining performance obligations for (i) contracts with an original expected duration of one year or less and (ii) contracts for which revenue is recognized using the right-to-invoice practical expedient, whereby the amount invoiced corresponds directly with the value of the Company's performance completed to date. As of June September 30, 2026, remaining performance obligations not subject to these exceptions were not material.

9 unchanged paragraphs

The outstanding potentially dilutive common stock equivalents as of June September 30, 2026 and 2025 consisting of: (1) options to purchase shares of common stock of 5,738,353 5,464,630 and 8,430,096 7,180,744 , respectively, (2) unvested restricted stock issued in connection with a business combination of 373,406 320,063 and 640,125 , respectively, and (3) unvested restricted stock units of 3,525,985 3,696,456 and 2,337,546 2,354,961 , respectively, have been excluded from the calculation of diluted net loss per common share due to their anti-dilutive effect.

1 unchanged paragraph

The Company is classified as an emerging growth company ("EGC"), as defined under the Jumpstart Our Business Startups Act. Therefore, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company will retain Company's EGC status until will terminate on December 31, 2026, unless it ceases to qualify earlier.

3 unchanged paragraphs

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 the annual periods beginning after reporting period ending December 15, 2028, 31, 2029, including interim periods within those periods using a modified prospective, modified retrospective, or full retrospective transition approach. Early adoption is permitted. The Company is currently assessing the effect of ASU 2025-10 on its financial statements.

Note 3: Business Combinations 9 changes

On June 4, 2026, the Company acquired ARMEC, LLC ("ARMEC") and its affiliated entity entity's equity interests in a business combination for its U.S.-based precision manufacturing and mechanical engineering expertise specializing in high-precision machining and prototyping for the nuclear industry for aggregate consideration of $ 20,462 , consisting of (i) $ 15,857 of cash consideration, (ii) $ 1,700 of purchase price holdback amounts subject to purchase price adjustments and indemnification claims, which has been adjusted for settlement of preexisting relationships, and (iii) $ 3,110 of earnout contingent consideration recorded at fair value, subject to a potential maximum payment of $ 5,000 , see Note 6—Financial Instruments 6—Fair Value Measurements for additional details .

On June 15, 2026, the Company acquired Creative Engineers, Inc. ("CEI") in a business combination for its U.S.-based chemical process engineering expertise in sodium and alkali-metal systems for the nuclear industry for aggregate consideration of $ 12,918 , consisting of (i) $ 10,911 of cash consideration and (ii) $ 2,000 of purchase price holdback amounts subject to purchase price adjustments and indemnification claims, which has been adjusted for settlement of preexisting relationships.

As of June September 30, 2026, the accounting for the acquisitions is preliminary, and the amounts recognized in these financial statements are provisional. The Company is continuing to finalize certain working capital adjustments and fair value estimates of assets acquired and liabilities assumed. The Company expects to finalize the fair values of the assets acquired and liabilities assumed during the one-year measurement period.

17 unchanged paragraphs

Intangible assets acquired, consisting of customer relationships with a weighted average useful life of 10.9 years, and trade names with a weighted-average useful life of 8.5 y ears, years, are included in intangible assets, net on the condensed consolidated balance sheets. Goodwill recognized is primarily attributable to the assembled workforce, expected synergies and other future economic benefits of the acquired businesses. The goodwill arising from the acquisitions is deductible for tax purposes.

1 unchanged paragraph

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

The results of operations for the acquisitions are included in the condensed consolidated financial statements beginning on their respective acquisition dates. For the three and six nine months ended June September 30, 2026, revenue and net loss attributable to the acquisitions that were included in the Company's condensed consolidated statements of operations were was $ 968 1,861 and $ 42 2,829 , respectively, and net loss was $ 1,114 and $ 1,156 , respectively.

On February 28, 2025 (the "Acquisition Date"), the Company acquired Atomic Alchemy Inc.'s ("Atomic Alchemy") 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 for 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 an additional 274,339 shares of its common stock, representing post-combination services, pursuant to an employment agreement and vesting agreement, with such shares being subject to certain lock-up provisions, vesting conditions, and substantial risk of forfeiture. representing post-combination services, pursuant to an employment agreement and vesting agreement.

12 unchanged paragraphs

The IPR&D consisted of two separate projects, Abundantia and Meitner. Abundantia's fair value assigned of $ 4,600 is expected to produce revenue in 2027 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's fair value was determined using a risk-adjusted cash flow approach applied to its potential cash flows, subject to obtaining a certain material handling permit permits required by the NRC. Meitner is expected to produce revenue once a commercial-scale VIPR 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 licenses by the NRC. There was no estimated useful life assigned given the assets are IPR&D. The IPR&D is included in intangible assets, net on the condensed consolidated balance sheets.

2 unchanged paragraphs

Note 4: Balance Sheet Components 32 changes

3 unchanged paragraphs

Prepaid expenses $ 15,079 $ 18,853

Prepaid expenses $ 12,679 $ 5,899

Accrued interest receivable 10,273 13,397 4,976

Refundable deposit 2,349 —

Prepaid enriched uranium 68,690 —

Construction deposits 55,417 12,954

Total prepaid expenses and other current assets $ 45,372 158,078 $ 25,798

4 unchanged paragraphs

Estimates Useful Lives (Years) June September 30, 2026

2 unchanged paragraphs

Furniture, fixtures and machinery 7 2,796 3,884 483

2 unchanged paragraphs

Land and buildings 40 7,182 5,145

Total property, plant and equipment, gross 12,378 8,321 7,461

Less: accumulated depreciation and amortization ( 1,300 1,590 ) ( 897 )

Construction in progress and equipment deposits 165,117 249,346 35,748

Total property, plant and equipment, net $ 176,195 256,077 $ 42,312

1 unchanged paragraph

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 at which point it will be ready for its intended use and the costs will be depreciated over the asset's estimated useful life.

Depreciation and amortization expenses for the three months ended June September 30, 2026 and 2025 totaled $ 240 290 and $ 125 124 , respectively. Depreciation and amortization expenses for the six nine months ended June September 30, 2026 and 2025 totaled $ 403 693 and $ 249 373 , respectively.

During the three months ended September 30, 2026, the Company recognized a gain of $ 11,430 in the condensed consolidated statement of operations related to the sale of land to a third party.

1 unchanged paragraph

Estimated Useful Lives (Years) June September 30, 2026

4 unchanged paragraphs

Total intangible assets 44,300 44,676 27,500

Less: accumulated amortization ( 97 492 ) —

Total intangible assets, net $ 44,203 44,184 $ 27,500

Amortization expense was $ 97 for the three and six nine months ended June September 30, 2026 was $ 395 and $ 492 , respectively. There was no amortization expense for the three and six nine months ended June September 30, 2025.

3 unchanged paragraphs

Prepayments 17,730 217

Other investments 28,586 12,086

Prepayments 34,356 217

Other investments 40,620 12,086

Total other assets $ 47,249 75,909 $ 12,303

As of June 30, 2026 and December 31, 2025, The Company's other investments primarily consist of common stock investments, simple agreements for future equity and preferred equity investments. in privately held companies. These As of September 30, 2026 and December 31, 2025, $ 15,034 and $ 0 of investments were reported at fair value, respectively. The remaining investments are recorded at cost, as they do not have readily determinable fair values. As of June September 30, 2026, management did not identify any impairment indicators or observable transactions that would require an adjustment to carrying value.

3 unchanged paragraphs

Accrued professional fees $ 2,689 3,312 $ 1,838

Accrued payroll and bonuses 11,160 16,332 10,998

General accrued expenses 20,754 57,034 7,210

1 unchanged paragraph

Total accrued expenses and other $ 38,023 80,459 $ 20,497

Note 5: Leases 28 changes

As of June September 30, 2026, the Company had commercial real estate lease agreements for office space under operating leases and land under a finance lease.

1 unchanged paragraph

Six Months Ended June 30,

Nine Months Ended September 30,

Cash payments included in the measurement of operating lease liabilities during the period $ 637 1,018 $ 376 617

1 unchanged paragraph

Operating lease liabilities arising from obtaining lease right-of-use assets during the period 2,016 1,142 3,588 1,143

1 unchanged paragraph

Weighted average remaining lease terms and weighted average discount rates were as follows as of June September 30, 2026:

2 unchanged paragraphs

Weighted-average discount rate during the period 8.94 8.98 % 9.50 %

2 unchanged paragraphs

Finance lease right-of-use asset is included within other assets on the condensed consolidated balance sheets. Finance lease liability of $ 187 192 as of September 30, 2026 is included within other liabilities on the condensed consolidated balance sheets.

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

1 unchanged paragraph

Research and development $ 1,486 $ 212 $ 1,746 $ 363

General and administrative 742 106 847 186

Research and development $ 1,649 $ 241 $ 3,395 $ 604

General and administrative 889 68 1,736 254

1 unchanged paragraph

Total lease cost $ 2,232 $ 318 $ 2,597 $ 549

Interest on lease liabilities 4 5 — 4 9 —

Total lease cost $ 2,543 $ 309 $ 5,140 $ 858

(1) Month-to-month lease arrangements for the three months ended June September 30, 2026 and 2025 of $ 1,865 2,122 and $ 80 62 , respectively, and six nine months ended June September 30, 2026 and 2025 of $ 1,922 4,046 and $ 151 212 , respectively, are included in the captions within operating lease costs.

1 unchanged paragraph

As of June September 30, 2026, future maturities of the operating and finance lease liabilities were as follows:

1 unchanged paragraph

Minimum lease payments 3,800 750

Total lease liabilities $ 3,259 $ 187

2026 (remaining of year) $ 801 420 $ —

Minimum lease payments 4,846 750

Less imputed interest ( 541 629 ) ( 563 558 )

Present value of lease liabilities $ 3,259 4,217 $ 187 192

Current portion of lease liabilities $ 1,025 1,226 $ —

Noncurrent portion of lease liabilities 2,234 187 2,991 192

Total lease liabilities $ 4,217 $ 192

Note 7: Right of First Refusal Liability 1 change

1 unchanged paragraph

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 June September 30, 2026 and December 31, 2025, the outstanding balance under the right of first refusal liability was $ 25,000 , as reflected on the condensed consolidated balance sheets.

Note 8: Stockholders' Equity 15 changes

Pursuant to the Second Amended and Restated Certificate of Incorporation of the Company, the Company is authorized to issue 501,000,000 shares of all classes of capital stock consisting of (i) 500,000,000 shares of common stock, par value of $ 0.0001 per share, 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. As of September 30, 2026 and December 31, 2025, there are were no shares of preferred stock issued and outstanding.

Exercise of Stock Options – During the three and nine months ended September 30, 2026, the Company issued shares of its common stock upon the exercise of stock options totaling 289,940 and 941,552 , respectively, with proceeds of $ 619 and $ 2,216 , respectively, as reflected on the condensed consolidated statements of stockholders' equity. During the three and nine months ended September 30, 2025, the Company issued shares of its common stock upon the exercise of stock options totaling 1,095,737 and 2,111,835 , respectively, with proceeds of $ 1,397 and $ 2,745 , respectively, as reflected on the condensed consolidated statements of stockholders' equity.

Restricted Stock Units – The Company issued, in connection with the vesting of restricted stock units, 261,705 and 111,186 shares of the Company's common stock during the three months ended September 30, 2026 and 2025, respectively, and 1,099,019 and 288,884 shares of common stock during the nine months ended September 30, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders' equity.

Common Stock Withheld for Taxes – The Company withheld 1,280 and 66,724 shares of its common stock upon issuance of vested restricted units, representing a payment for taxes of $ 75 and $ 1,595 , during the nine months ended September 30, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders' equity.

1 unchanged paragraph

In May 2026, 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 its common stock up to an aggregate gross sales price of $ 1,000,000 in an "at-the-market" offering (the "2026 ATM Program 1"), which was ongoing as of June completed during the period ended September 30, 2026. Under the 2026 ATM Program 1, the Company agreed to pay the sales agents' commissions at a rate up to 1.5 % of the aggregate gross proceeds from each sale of shares.

In September 2026, 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 its common stock up to an aggregate gross sales price of $ 1,000,000 in an "at-the-market" offering (the "2026 ATM Program 2"), which was ongoing as of September 30, 2026. Under the 2026 ATM Program 2, the Company agrees to pay the sales agents' commissions at a rate up to 1.5 % of the aggregate gross proceeds from each sale of shares.

The following is a summary of the shares issued under the ATM Programs during the six nine months ended June September 30, 2026 (in thousands except shares issued and average price per share):

2 unchanged paragraphs

2026 ATM Program 10,712,054 $ 63.51 680,371 670,047

Total / Average 23,088,406 $ 81.44 $ 1,880,239 $ 1,851,944

Exercise of Stock Options – During the three and six months ended June 30, 2026, the Company issued shares of its common stock upon the exercise of stock options totaling 360,704 and 651,612 , respectively, with proceeds of $ 860 and $ 1,597 , respectively, as reflected on the condensed consolidated statements of stockholders' equity. During the three and six months ended June 30, 2025, the Company issued shares of its common stock upon the exercise of stock options totaling 697,177 and 1,016,098 , respectively, with proceeds of $ 628 and $ 1,348 , respectively, as reflected on the condensed consolidated statements of stockholders' equity.

Restricted Stock Units – The Company issued, in connection with the vesting of restricted stock units, 149,558 and 42,866 shares of the Company's common stock during the three months ended June 30, 2026 and 2025, respectively, and 837,314 and 177,698 shares of common stock during the six months ended June 30, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders' equity.

Common Stock Withheld for Taxes – The Company withheld 1,280 and 66,724 shares of its common stock upon issuance of vested restricted units, representing a payment for taxes of $ 75 and $ 1,595 , during the six months ended June 30, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders' equity.

2026 ATM Program 1 17,971,448 55.64 999,902 984,784

2026 ATM Program 2 2,260,556 39.30 88,848 87,024

Total / Average 32,608,356 $ 70.19 $ 2,288,618 $ 2,253,705

Note 9: Stock-Based Compensation 14 changes

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Research and development $ 5,603 $ 3,229 $ 13,099 $ 4,202

General and administrative 8,755 8,136 16,845 9,474

Total costs charged to operations $ 14,358 $ 11,365 $ 29,944 $ 13,676

Three Months Ended September 30, Nine Months Ended September 30,

Research and development $ 7,594 $ 3,510 $ 20,693 $ 7,712

General and administrative 11,586 5,610 28,431 15,084

Total costs charged to operations $ 19,180 $ 9,120 $ 49,124 $ 22,796

Stock-based compensation expense related to research and development expenses of $ 713 599 and $ 1,312 were capitalized to construction in progress during the three and nine months ended September 30, 2026, respectively. Stock-based compensation expense related general and administrative expenses of $ 37 related 40 and $ 77 were capitalized to construction in progress were capitalized during the three and six nine months ended June September 30, 2026, respectively. No research and development expenses and general and administrative expenses were capitalized during the three and six nine months ended June September 30, 2025.

During the six nine months ended June September 30, 2026, approximately 1,730,000 2,260,000 restricted stock units were granted to acquire shares of the Company's common stock, with a grant date fair value of approximately $ 107,000 131,000 under its stock-based compensation plan.

Unrecognized compensation costs and expected weighted-average period to be recognized related to the stock-based compensation awards as of June September 30, 2026 were as follows:

1 unchanged paragraph

Unrecognized stock-based compensation cost $ 172,870 $ 12,618 $ 185,488

Unrecognized stock-based compensation cost $ 175,933 $ 11,527 $ 187,460

Weighted-average period over which cost is expected to be recognized (in years) 3.75 3.09 3.70 3.63 2.86 3.58

Note 10: Income Taxes 2 changes

1 unchanged paragraph

The realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. The Company's provision for income taxes reflects discrete items and jurisdictional tax expense, which may cause fluctuations in the quarterly and year‑to‑date ETR compared to the Company's statutory tax rate. During the three months ended June September 30, 2026, the Company recorded an income tax benefit expense of $ 3,153 157 , primarily related to a change in estimated accrual for state income tax expense. During the six nine months ended June September 30, 2026, the Company recorded an income tax expense of $ 2 159 , primarily related to state income tax expense, including the impact of state deferred tax liabilities. on long-life assets recognized During the period. During the three months ended June September 30, 2025, the Company recorded an income tax expense of $ 431 531 , and during the six nine months ended June September 30, 2025, the Company recorded an income tax benefit of $ 3,980 , 3,449 primarily related to discrete items recognized in connection with the acquisition of Atomic Alchemy. Based on the Company's cumulative historical operating losses and uncertainty regarding the generation of future taxable income, a valuation allowance was maintained against all of our deferred tax assets as of June September 30, 2026 and 2025.

As of June September 30, 2026 and 2025, the Company had unrecognized tax benefits related to federal research credit carryforwards, of which, if fully recognized in the future would have no impact to the ETR and would result in a corresponding adjustment to the valuation allowance. No interest and penalties related to the unrecognized tax benefits are accrued.

Note 11: Commitments and Contingencies 1 change

2 unchanged paragraphs

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 material legal proceedings, nor is it aware of any material pending or threatened litigation. There were no contingent liabilities as of June September 30, 2026.

Note 12: Segment Information 1 change

2 unchanged paragraphs

The condensed consolidated statements of operations for the three and six nine months ended June September 30, 2026 and 2025, reflect the significant segment expenses and other segment items, as well as the condensed consolidated balance sheets as of June September 30, 2026 and December 31, 2025, for the one reportable segment.

Note 13: Related Party Transactions 1 change

On June 25, 2025, the Company entered into an agreement under which M. Klein & Company, through its affiliate, The Klein Group LLC, will provide provided financial advisory and strategic services for a term of one year , ending in June 2026. 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 required the Company to pay a $ 250 quarterly retainer fee, in addition to other potential fees depending on the outcomes of certain transactions. During the six nine months ended June September 30, 2026, the Company made total payments of $ 502 under the agreement.

Note 14: Subsequent Events 1 change

1 unchanged paragraph

On October 13, 2026, a letter of credit issued by the Company in August 2026 was released. The balance of $ 58,014 subject to the letter of credit was reported as part of restricted cash as of September 30, 2026, and is now available for general corporate purposes.

MD&A 151 changes

Oklo was founded in 2013 with the goal of revolutionizing the energy landscape by developing clean, reliable, affordable energy solutions at scale. We are developing next-generation fast fission power plants called "powerhouses." According to the International Energy Agency, global electricity production is expected to increase over 75% by 2050 driven by electrification of buildings, transportation, and industry; increased use of air conditioning in the developing world; and increased consumption from data centers and cloud services. Our business addresses this demand by producing electricity and heat from our Aurora powerhouses which can run on fresh, recycled, or down-blended nuclear fuel. We are also commercializing nuclear fuel recycling technology that can convert used nuclear fuel into usable fuel for our powerhouses and those of others.

Related to our first Aurora powerhouse, the DOE and the INL have completed the environmental compliance process addressing the DOE requirements for site characterization. This process, resulting in an Environmental Compliance Permit, marks a milestone as we advance our plans to deliver the first commercial advanced fission power plant in the U.S.

In addition, a Notice of Intent to Award has been issued by the Defense Logistics Agency-Energy on behalf of the Department of the Air Force, tentatively selecting Oklo to provide electricity and heat to Eielson Air Force Base outside of

Fairbanks, Alaska. An Aurora-derived powerhouse is planned for the base and will be designed to integrate electric power and steam delivery, including at least 5 MWe.

The following discussion and analysis of our financial condition and results of operations for the three and six nine months ended June September 30, 2026 and 2025, should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The following discussion contains "forward-looking statements" that reflect our future plans, estimates, beliefs, and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see "Special Note Regarding Forward-Looking Statements."

Oklo was founded in 2013 with the goal of developing a novel model to generate and distribute nuclear energy at scale. Our sodium-cooled Aurora powerhouses are at the center, within an integrated business that includes fuel fabrication, fuel recycling, and isotope production. We are building fast reactors that can meet the needs of individual customers, broader power grids, and the U.S.'s rapidly growing demand for electricity. Our ambition is to build a nuclear ecosystem within Oklo: power generation that creates additional demand for fuel, fuel fabrication, and recycling that enable powerhouse deployment at scale, and isotope production for valuable medical and industrial uses that generates reliable revenue and supports the continuing development of the entire business. Our business model allows us to learn at each step so that we may continually improve our designs, operations, and strategy.

Oklo stands apart from the legacy nuclear industry – we will primarily own and operate our powerhouses and directly sell our power to customers, rather than licensing our designs for others to build and operate. We are incentivized to design, build, and operate more efficiently because we will bear the costs of creating and operating our powerhouses. The opportunity for iterative improvement is inherent in our business model. The Aurora Powerhouse product line is expected not just to broaden our customer base, but also to provide shorter construction cycles and more frequent deployments – each an opportunity to learn and improve with the next project. Despite the distinct technical requirements across our suite of projects, there can be significant learnings related to construction, procurement, instrumentation, regulatory licensing pathways, and nuclear and non-nuclear operations.

Our fuel strategy is fundamental to our business plan. Aurora is designed to use fresh, recycled, and down-blended nuclear fuels, allowing us to pursue a diversified fuel strategy that can adapt to changing market conditions and use bridge solutions rather than depend on a single fuel type or supply chain. To enable our first deployment, we have secured five metric tons of HALEU produced from recovered uranium from previously irradiated EBR-II fuel. To enable future deployments, we are securing HALEU supply commitments from large uranium enrichers and partnering with early stage companies who are researching and developing innovative new enrichment methods. At the same time, we are building our fuel fabrication capabilities and actively investigating other paths to fueling, including potential government partnerships. We are also developing fuel recycling technology and aim to build facilities that can unlock the abundant residual energy in the U.S.'s large stock of used nuclear fuel, while also potentially recovering valuable isotope materials.

Our business advances in stages and we aim to develop this ecosystem through investments that build on each other. We believe that a strong ecosystem for nuclear energy will enable each of power, fuel fabrication, recycling and isotopes to achieve their respective business objectives. Our early facilities establish capabilities and lessons for later deployments within and across fields. Through the Groves Isotope Test Reactor, we have already gained valuable construction, siting, regulatory, and operating know-how. This is knowledge that can't be gained from design alone and is informing subsequent isotope, powerhouse, fuel fabrication, and fuel recycling development. Oklo is pursuing an integrated nuclear business of lasting commercial value: the technology to supply power, the fuel to sustain growth, and the experience to continually improve – all in service of making nuclear energy available at the scale the U.S. needs.

The fast fission reactor technology we are commercializing was demonstrated by the Experimental Breeder Reactor-II ("EBR-II"), a fast fission plant that was operated by the U.S. government for 30 years. Our powerhouse product line, called the "Aurora," builds on this legacy of proven and demonstrated technology. Our Aurora powerhouse product line is designed with embedded safety features, to be able to run on fresh, recycled, or down-blended fuel, and to initially produce 15-75 megawatts electric ("MWe"), and has with the potential to expand powerhouse size to produce 100 MWe and higher. Because the Aurora powerhouses are designed to operate by utilizing the power of high-energy, or "fast," neutrons, they are expected to be able to tap into the vast energy reserves remaining in existing used nuclear fuel from conventional nuclear power generation facilities, which only use approximately 5% of the energy potential in the nuclear fuel before needing to refuel. The U.S. nuclear power industry has produced approximately 20% of U.S. electricity over the last 30 years and generated over 90,000 metric tons of used nuclear fuel. We estimate that the existing energy reserves contained in the used nuclear fuel in the U.S. that are made accessible through our fast fission reactor technology are equivalent to approximately 1.2 trillion barrels of oil equivalent (BOE), nearly five times the oil reserves of Saudi Arabia. Fission is an energy-dense process, producing approximately 50 million times more energy than combustion.

Because the Aurora powerhouses are designed to operate by utilizing the power of high-energy, or "fast," neutrons, they will be able to tap into the vast energy reserves remaining in existing used nuclear fuel from conventional nuclear power generation facilities, which only use approximately 5% of the energy potential in the nuclear fuel before needing to refuel. The U.S. nuclear power industry has produced approximately 20% of U.S. electricity over the last 30 years and generated over 90,000 metric tons of used nuclear fuel. We estimate that the existing energy reserves contained in the used nuclear fuel in the U.S. that could be made accessible through our fast fission reactor technology. Because fission is an energy-dense process, producing approximately 50 million times more energy than combustion, these potentially recoverable energy reserves are equivalent to approximately 1.2 trillion barrels of oil equivalent (BOE), nearly five times the oil reserves of Saudi Arabia.

Development Milestones

We have achieved several significant deployment and regulatory milestones for our first Aurora powerhouse. Notably, we secured a site use permit from the U.S. Department of Energy ("DOE") for the Idaho National Laboratory ("INL") site and received a fuel award of five metric tons of HALEU produced from recovered uranium from previously irradiated EBR-II fuel from INL for a commercial Aurora powerhouse in Idaho Related to the construction and operating licensing process of the Aurora powerhouse, ("Aurora-ID"). Since that time, we previously submitted the Nuclear Safety Design Agreement have secured and the Preliminary Documented Safety Analysis to the characterized DOE for the Aurora powerhouse land at INL, ("Aurora-INL"), which represent two of five steps in the DOE regulatory pathway for nuclear facility operation. Early in 2026, the DOE approved the Nuclear Safety Design Agreement for Aurora-INL. On June 11, 2026, we announced that the DOE approved the Preliminary Documented Safety Analysis ("PDSA") for the Aurora-INL under the DOE's reactor pilot program ("RPP"). The PDSA establishes the preliminary safety basis for the facility, including the hazard analysis, accident analysis, safety controls, and design commitments that support continued advancement of final design and construction. achieved further milestones, including:

• August 2025: Selected for DOE's Reactor Pilot Program ("RPP")

• September 2025: DOE approval for non-nuclear construction and Aurora-ID groundbreaking

• February 2026: Execution of Other Transaction Agreement ("OTA") with DOE for Aurora-ID

• February 2026: Approval of Nuclear Safety Design Agreement ("NSDA") by DOE

• April 2026: NRC Approval of Principal Design Criteria report

• June 2026: Approval of Preliminary Documented Safety Analysis ("PDSA")

The NSDA and PDSA represent two of five steps in the DOE regulatory pathway for nuclear facility operation. The PDSA approval for the Aurora-ID is an important milestone. It is comparable to an NRC construction permit in that it serves as a key regulatory review point for the project's preliminary design and safety analysis, supporting the advancement of safety-related construction and procurement while helping reduce the risk of significant safety-driven design changes later in development. Other regulatory approvals, including the OTA and receipt of the Environmental Compliance Permit, have further advanced our plans to deliver the first commercial advanced fission power plant in the U.S.

Commercialization Developments

1 unchanged paragraph

We are exploring opportunities with the Tennessee Valley Authority ("TVA") to recycle the utility's used fuel at a new facility and to evaluate potential power sales from future Oklo powerhouses in the region to TVA. The market interest in our solutions exemplifies the potential demand for the size range of the Aurora powerhouse product line and our differentiated business model. We have an ambitious target of deploying our first powerhouse in 2028 amidst a range of supply chain, construction, macroeconomic, and design complexities.

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 framework 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.

In addition to our Aurora-ID development, in June 2025, we were issued a Notice of Intent to Award by the Defense Logistics Agency-Energy on behalf of the Department of the Air Force, tentatively selecting Oklo to provide electricity and heat to Eielson Air Force Base outside of Fairbanks, Alaska. An Aurora-derived powerhouse is planned for the base and will be designed to integrate electric power and steam delivery, including at least 5 MWe.

Fuel Supply, Logistics, and Collaborations

In June 2026, we entered into a letter of intent with Centrus Energy Corp. ("Centrus") under which Centrus would supply sufficient domestically produced HALEU to support multiple years of fuel requirements for up to five Aurora powerhouses, with deliveries expected to begin in 2029. The letter of intent contemplates the negotiation and execution of a definitive supply agreement and could include prepayments by us to Centrus to support fuel supply for our planned 1.2-GW power campus in southern Ohio. The timing, volume, pricing, prepayment terms, and other material provisions remain subject to further negotiation and the execution of a definitive agreement.

On September 30, 2026, in connection with the Prepayment Agreement, we entered into a HALEU supply agreement with Centrus to support the deployment of powerhouses for Meta, subject to certain conditions. On November 2, 2026, an initial funding amount from Meta was released from escrow and paid directly to Centrus as a credit towards fuel orders. We continue to explore, and have engaged in discussions with, additional potential suppliers of HALEU to support our initial powerhouse developments and planned subsequent scaling.

The development of our Aurora powerhouses requires complex engineering design, manufacturing, and construction solutions. To this end, the Company is expanding its capabilities in precision manufacturing, prototyping, and chemical process engineering through recent acquisitions in support of its power projects, as well as its fuel and isotopes projects. For more information about the Company's recent acquisitions, see Note 3—Business Combination—2026 Acquisitions .

1 unchanged paragraph

In addition, the Company is expanding its capabilities in precision manufacturing, prototyping, and chemical process engineering through recent acquisitions in support of its power projects, as well as its fuel and isotopes projects. For more information about the Company's recent acquisitions, see Note 3—Business Combination—2026 Acquisitions .

Our fuel strategy is intended to combine external supply arrangements with the development of our own fuel fabrication and recycling capabilities. We believe that this strategy can provide the fuel supply needed for our initial development, as well as longer-term sources that will support the scaled deployment of our powerhouses, and could potentially provide products and services for other nuclear companies. Alongside our efforts to secure external sources of HALEU and government-held nuclear materials (including surplus plutonium), we have designed our powerhouses to use alternate fuels (including recycled and down-blended fuels), and are developing in-house fabrication capabilities to convert fuel materials into finished fuel products usable in our reactors and recycling capabilities to recover usable materials from spent nuclear fuel. We have made significant progress in implementing this strategy, including securing external fuel (see above, " Power - Fuel Supply, Logistics and Collaboration") and in advancing our nuclear fuel recycling and fuel fabrication efforts.

We have made significant progress in our nuclear fuel recycling and fuel fabrication efforts and in securing fuel. The DOE has reviewed and approved our Safety Design Strategy, Conceptual Safety Design Report, Nuclear Safety Design Agreement, NSDA, and Preliminary Documented Safety Analysis PDSA for the Aurora Fuel Fabrication Facility at INL—all key milestones as we advance toward our goal of utilizing recovered nuclear material to fuel our first commercial Aurora powerhouse. Our Aurora Fuel Fabrication Facility was also selected under the DOE Fuel Line Pilot Program ("FLPP"). The FLPP allows for acceleration of permitting, construction, and operation of nuclear fuel production lines for research, development, and demonstration purposes, supporting a fast-track approach to commercial licensing. In addition, we successfully completed the first end-to-end demonstration of the key stages of our advanced fuel recycling process, in collaboration with Argonne and INL. This marks a significant step forward in scaling up fuel recycling capabilities and deploying a commercial-scale recycling facility.

In addition, we successfully completed the first end-to-end demonstration of the key stages of our advanced fuel recycling process, in collaboration with Argonne and INL. This marks a significant step forward in scaling up fuel recycling capabilities and deploying a commercial-scale recycling facility.

In September 2025, we announced plans to design, build, and operate a fuel recycling facility in Tennessee as the first phase of an advanced fuel center (the "Advanced Fuel Center") to recycle used nuclear fuel into fuel for fast reactors, including our Aurora powerhouse line. The facility, which includes a roadmap of up to $1.68 billion in investment, will be the first of its kind in the U.S. and we estimate that it has the potential to create more than 800 high-quality jobs. We have completed a licensing project plan for the fuel recycling facility with the NRC and are currently in pre-application engagement with the regulator's staff. In June 2026, we entered into a non-binding memorandum of understanding with Standard Nuclear, Inc. to explore their potential purchases of our recycled nuclear fuel materials to support our advanced reactor fuel supply. The contemplated offtake arrangement remains subject to further diligence, negotiation, and execution of definitive agreements.

We are exploring opportunities with the Tennessee Valley Authority ("TVA") to recycle the utility's used fuel at a new facility and to evaluate potential power sales from future Oklo powerhouses in the region to TVA. The market interest in our solutions exemplifies the potential demand for the size range of the Aurora powerhouse product line and our differentiated business model.

Fuel is a significant input to enable us to build and operate our powerhouses at scale and generate expected returns. The cost environment for various sources of fuel (including HALEU) has increased significantly in recent years, which is why we are implementing a diversified fuel strategy. Tariffs, supply chain constraints, inflation, and evolving sanctions have impacted the market dynamics around fuel costs and availability. In particular, Beyond developing recycling and fuel fabrication facilities, we are evaluating the use of alternative fuel materials, including plutonium currently designated for the DOE's dilute-and-dispose programs, that may be made available by the U.S. government for use in advanced reactor applications. In May 2026, we announced that Oklo had been selected by the DOE for advanced negotiations under the DOE's Surplus Plutonium Utilization Program. The program aims to make designated surplus plutonium material available to industry participants and enable the conversion of those materials into fuel for advanced nuclear reactors. Any potential use of such material would be subject to DOE authorization, applicable regulatory approvals, U.S. security, safeguards and material accountability requirements, applicable cost recovery requirements, and programmatic determinations regarding material availability. By developing represents a diverse set of sources of potential near-term fuel (including plutonium) with option within a wide range of costs, levels DOE-managed framework that complements Oklo's use of regulatory oversight, and operational complexities, HALEU and having multiple options for fueling our powerhouses, we believe we will better navigate the shifting longer-term fuel landscape. recycling strategy, providing additional flexibility as fuel markets evolve and supporting continued progress toward deployment in alignment with U.S. national priorities.

In December 2025, we completed a fast-spectrum plutonium criticality experiment in collaboration with Los Alamos National Laboratory. under the DOE's RPP. During the experiment, the plutonium-fueled system was taken critical reached criticality and operated through controlled power maneuvers and transients, enabling the collection of operating data related to reactivity feedback and power response. This work places Oklo among a limited number of organizations with modern, experimentally validated experimental operating data for plutonium-fueled fast-spectrum reactor systems, providing empirical validation of valuable insight into key safety and performance characteristics. Plutonium represents a potential near-term fuel option within a DOE-managed framework that complements Oklo's use of HALEU and longer-term fuel recycling strategy, providing additional flexibility as fuel markets evolve and supporting continued progress toward deployment in alignment with U.S. national priorities.

In May 2026, we announced that Oklo had been selected by the DOE for advanced negotiations under the DOE's Surplus Plutonium Utilization Program. The program aims to make designated surplus plutonium material available to industry participants and enable the conversion of those materials into fuel for advanced nuclear reactors. Any potential use of such material would be subject to DOE authorization, applicable regulatory approvals, U.S. security, safeguards and material accountability requirements, applicable cost recovery requirements, and programmatic determinations regarding material availability. We believe that having multiple options for fueling our powerhouses, as well as developing optionality around fuel sources (including plutonium), will allow us to better navigate varying levels of regulatory oversight, fuel costs, and operational complexities with the purpose of strengthening our ability to navigate the shifting fuel landscape.

We are developing capabilities to produce and process radioisotopes used in cancer diagnosis and treatment and other medical and industrial applications. These efforts are part of our integrated nuclear strategy, creating opportunities to supply valuable products while building capabilities that support our power and fuel projects. Achieving first criticality at our Groves Isotope Test Reactor, as described below, marked a significant step toward isotope production and has already provided practical experience in nuclear construction, regulatory authorization, and operations that have informed development across Oklo.

On January 7, 2026, we announced the execution of a DOE Other Transaction Agreement ("OTA") to support the design, construction, and operation of a radioisotope pilot plant located in Lockhart, Texas the Groves Isotope Test Reactor located in Lockhart, Texas, under the DOE RPP. The execution of the OTA marked the transition from project selection and planning into active execution under DOE authorization. The project subsequently advanced through a series of DOE safety and authorization milestones, including approval of the Nuclear Safety Design Agreement NSDA on March 17, 2026, approval of the PDSA on May 27, 2026, and approval of the Documented Safety Analysis on June 30, 2026.

On July 23, 2026, the DOE granted startup authorization for our Groves Isotope Test Reactor under the DOE RPP, completing the DOE authorization process and allowing us to proceed with fuel loading, startup testing, and reactor operations. On August 5, 2026, the Groves Isotope Test Reactor achieved first criticality. The Groves Isotope Test Reactor is a low-power test reactor designed to demonstrate reactor design, construction, and operations and to help establish experience for future isotope production facilities. The Groves Isotope Test Reactor was developed on privately owned land, financed with private capital, and executed using full-scale systems, components, and fuel that were commercially sourced or manufactured by Oklo under DOE safety oversight. The Groves Isotope Test Reactor was the first reactor under the DOE RPP to reach criticality on private land.

7 unchanged paragraphs

In particular, we expect the construction of our first powerhouses, such as the powerhouse at INL, to include additional, unique, one-time costs as compared to the costs expected for future powerhouse projects. Such additional costs will result, in part, from design decisions to include enhanced fuel and core testing capabilities, which will be more costly and complex to design and build. These complexities will also increase the possibility of construction delays. We expect future powerhouses to benefit from substantial cost reductions as compared to the deployment of our first few reactors, both because subsequent reactors will not require these enhanced testing capabilities, and because we expect the testing capabilities to help us identify opportunities to reduce our costs and improve our operational efficiency over time.

In particular, we expect the construction of our first powerhouse projects, including the Aurora-ID, to include investments that support both initial deployment and the development of our broader powerhouse fleet. These include enhanced fuel and core testing capabilities, as well as initial engineering, construction planning, and supply-chain development activities. Certain investments are specific to the capabilities planned for INL and are not expected to be required at each subsequent powerhouse, while other costs are expected to decline as we reuse designs, refine construction methods, and apply experience from initial deployments. The enhanced testing capabilities planned for Aurora-ID are intended to generate information on fuel and reactor performance that can inform future design and operating decisions. Although these capabilities add cost and complexity to the initial project, we expect them to support improvements in subsequent deployments. We also expect opportunities to reduce costs through design optimization and standardization, repeat procurement, and more efficient construction execution. The extent and timing of these reductions will depend on deployment experience, site-specific requirements, supply-chain conditions, and the incorporation of lessons learned.

3 unchanged paragraphs

Groves Isotope Test Reactor Startup Authorization

On July 23, 2026, the DOE granted startup authorization for our Groves Isotope Test Reactor under the DOE RPP, completing the DOE authorization process and allowing us to proceed with fuel loading, startup testing, and reactor operations. On August 5, 2026, the Groves Isotope Test Reactor achieved first criticality. The Groves Isotope Test Reactor is a low-power test reactor designed to demonstrate reactor design, construction, and operations and to help establish experience for future isotope production facilities. The Groves Isotope Test Reactor was developed on privately owned land, financed with private capital, and executed using full-scale systems, components, and fuel that were commercially sourced or manufactured by us under DOE safety oversight. The Groves Isotope Test Reactor was the first reactor under the DOE RPP to reach criticality on private land.

Groves-2 Forge Selected for Nuclear Energy Launch Pad Initiative

On October 13, 2026, we announced plans to advance Groves-2 Forge, an isotope production and processing pilot facility, through the DOE's National Reactor Innovation Center Nuclear Energy Launch Pad initiative. The initiative provides selected participants with a prioritized pathway to the DOE authorization process and access to technical expertise and regulatory support. Groves-2 Forge is planned to build on our experience developing and operating the Groves Isotope Test Reactor under DOE authorization by integrating reactor irradiation with hot-cell processing, including isotope separation and product recovery, and capabilities for packaging and transportation. The facility is expected to focus initially on lutetium-177 and other therapeutic isotopes used in manufacturing radiopharmaceutical treatments. We intend to use these integrated capabilities to prepare isotope products and generate operating experience to support the planned transition of Groves-2 Forge from pilot operations to commercial-scale production, subject to obtaining the appropriate NRC licenses for commercial operation.

ARPA-E FORGE Program Award

On October 29, 2026, Oklo was awarded $6.8 million by ARPA-E towards our Fabrication of Optimized Recycled Fuel for Gen IV reactors from Electrorefiner Product ("FORGE") program. Through our FORGE program, Oklo will work alongside INL to develop metal fuel containing uranium, transuranic elements, and zirconium from recycled nuclear materials. The effort will support our future development of recycled fuel for Oklo's Aurora powerhouses and other sodium-cooled reactors.

U.S. Forged Rings Strategic Manufacturing Agreement

In October 2026, Oklo entered into a strategic manufacturing agreement with U.S. Forged Rings, Inc. ("USFR") to support the deployment of our Aurora powerhouses. The agreement reserves USFR's planned domestic capacity for manufacturing large reactor components, including reactor vessels, lids, supporting structures, and other large stainless steel components The agreement contemplates initial finished component deliveries in 2030, with capacity reserved through 2035, and with certain options to expand the amount of capacity reserved.

4 unchanged paragraphs

Part 57 framework. This approach allows Aurora-INL to continue progressing toward operations under DOE authorization while preserving NRC licensing optionality for Aurora-INL and our broader commercial fleet.

Commercial deployment of any advanced fission power plant requires obtaining regulatory approvals for design, construction, and operation. For Aurora-INL, Aurora-ID, we are pursuing DOE authorization as the primary pathway to support construction, commissioning, and operations under DOE oversight. On June 11, 2026, we announced that the DOE approved the PDSA for the Aurora-INL Aurora-ID under the DOE's RPP. The PDSA establishes the preliminary safety basis for the facility, including the hazard analysis, accident analysis, safety controls, and design commitments that support continued advancement of final design and construction.

We continue to engage with the NRC and advance activities that may support an NRC license for Aurora-INL Aurora-ID and future commercial deployments. We are evaluating the timing and form of future NRC applications in light of evolving federal policy, NRC rulemaking, and implementation guidance, including the recently finalized Part 53 framework and proposed Part 57 framework. This approach allows Aurora-ID to continue progressing toward operations under DOE authorization while preserving NRC licensing optionality for Aurora-ID and our broader commercial fleet.

On October 26, 2026, the NRC published a final rule, effective November 25, 2026, establishing an additional framework for using relevant information from previously DOE-authorized reactors that have been tested and demonstrated the ability to function safely to support NRC licensing applications. We intend to use applicable safety analyses, testing results, and operating experience developed through the DOE authorization and operation of Aurora-ID to support subsequent NRC licensing of Aurora-ID and future Aurora deployments. We believe this framework could reduce duplicative technical reviews and improve licensing efficiency. Its application will depend on demonstrating the relevance of that information to the proposed NRC-licensed facility, addressing differences in design, operating conditions, and site characteristics, and satisfying applicable NRC requirements. The NRC retains independent review and licensing authority.

2 unchanged paragraphs

In August 2025, the NRC accepted for review our principal design criteria ("PDC") topical report for Aurora-INL, Aurora-ID, which establishes a regulatory framework that defines the fundamental safety, reliability, and performance requirements to guide future reactor licensing and design activities. The NRC accepted our PDC topical report under an accelerated timeline and approved the PDC topical report in April 2026.

1 unchanged paragraph

To further our ambitious target of deploying our first powerhouse in 2028, 2028-2029 and support subsequent powerhouse deployments and the development of our fuel and isotope businesses, amidst a range of supply chain, geopolitical, macroeconomic, and design complexities, we will engage or continue plan to engage in pursue the following key initiatives:

4 unchanged paragraphs

• Advancing partnerships related to fuel enrichment, fuel fabrication, and other key supply chain elements, as well as other procurement activities to expand our fuel sourcing supply chain.

• Negotiating and executing fuel supply agreements with uranium enrichment counterparties to secure future supplies of HALEU for Aurora powerhouse deployments, while advancing fuel fabrication and related procurement arrangements to support our broader fuel supply strategy.

• Advancing DOE authorization and related design activities for the Aurora Fuel Fabrication Facility at INL, which is intended to fabricate fuel for Oklo's first commercial-scale Aurora powerhouse, the Aurora-INL. Aurora-ID.

11 unchanged paragraphs

• Progressing production of radioisotopes by our isotope business, assessing options to scale production, and developing and executing plans to grow this business, including developing plans for our Groves-2 Forge project.

3 unchanged paragraphs

For the six nine months ended June September 30, 2026 and the year ended December 31, 2025, our total operating expenses were $125.4 $209.7 million and $139.3 million, respectively.

3 unchanged paragraphs

On May 23, 2025, four Executive Orders directed federal agencies to streamline licensing at the NRC, accelerate advanced reactor deployment at DOE and U.S. Department of Defense sites for national security and AI/data-center AI and data-center needs, overhaul the domestic nuclear fuel cycle, and strengthen the U.S. nuclear industrial base. These Executive Orders, together with proposed legislation, reflect sustained federal interest in strengthening domestic energy security, supporting AI-driven infrastructure growth in electricity demand, including demand associated with AI and data-center infrastructure, and promoting advanced nuclear deployment. The timing and scale of electricity demand associated with AI and data-center development remain uncertain and are subject to changing customer investment priorities, technological developments, public and political scrutiny, and regulatory and permitting constraints. Ongoing DOE initiatives, including the RPP and FLPP, further demonstrate federal focus on developing a resilient nuclear fuel cycle and advancing advanced reactor technologies.

Additionally, opponents of advanced nuclear deployment deployments in the U.S. and intervenors in regulatory proceedings could delay the licensing that our business model requires. As a result, our performance will depend in part on factors generally affecting the views and policies regulating the nuclear energy industry, which we cannot predict over the long term.

1 unchanged paragraph

In June 2026, we completed the acquisitions of two advanced engineering companies, ARMEC LLC and Creative Engineers, Inc. CEI. These two highly specialized teams bring precision manufacturing and mechanical engineering expertise specializing in high-precision machining and prototyping, and mechanical engineering services and chemical process engineering expertise in sodium and alkali-metal systems, both for the nuclear industry, to expand Oklo's engineering capabilities. Both of these newly acquired subsidiaries continue to provide engineering services to an established group of customers. Revenue is generated from contracts with government agencies and commercial counterparties for engineering, design, licensing support, technical consulting, research and development activities, and other services related to advanced nuclear technology development.

Operating expenses consist of cost of sales, research and development, and general and administrative expenses.

1 unchanged paragraph

Operating expenses consist of research and development and general and administrative expenses.

4 unchanged paragraphs

Other income consists of interest and dividend income on our portfolio of marketable debt securities.

General and administrative ("G&A") expenses primarily comprise various components not related to R&D, such as personnel costs, regulatory fees, promotion promotional and marketing expenses, costs associated with maintaining and filing intellectual property, meals and entertainment expenses, travel expenses, and other expenditures related to external professional services including legal, engineering, marketing, human resources, procurement, audit, finance, consulting, and accounting services. Personnel costs include salaries, benefits, and stock-based compensation expenses. As we continue to grow and expand our workforce and operations, and in light of the increased costs associated with operating as a public company, we anticipate that our G&A expenses will rise for the foreseeable future.

Gain on Sale of Asset

Gain on sale of asset relates to the sale of land to a third-party.

Other income consists of interest and dividend income, unrealized gain on investments, net, and other nonoperating income and expenses incurred.

Interest and Dividend Income, Net

Interest and dividend income, net, relates primarily to fixed-income interest or dividend payments from our marketable securities balances.

Unrealized Gain on Investments, Net

Unrealized gain on investments, net, relates to changes in the fair value of publicly traded equity securities held by the Company.

3 unchanged paragraphs

Comparison of the Three Months Ended June September 30, 2026 and 2025

1 unchanged paragraph

Three Months Ended June September 30, 2026 versus 2025

1 unchanged paragraph

Revenue $ 1,210 $ — $ 1,210 NM

Cost of sales 721 — 721 NM

Research and development 39,474 11,468 28,006 244.2 %

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

7 unchanged paragraphs

and 71 more changes in the filing

Market risk 3 changes

We have exposure from changes in interest rates related to our cash equivalents and our investment portfolio, which consists primarily of money market funds, U.S. Treasury securities and commercial paper. As of June September 30, 2026, the total carrying value of these interest rate-sensitive assets was $2,948.7 $3,105.9 million. We manage our exposure to minimize principal risk and maintain high liquidity, investing primarily in high-grade, short-term instruments with original maturities of less than one year. Based on a sensitivity analysis performed by management, reasonably possible near‑term changes in interest rates would not have a material impact on our consolidated financial position, results of operations, or cash flows.

We hold non-marketable equity investments in privately held companies with a total carrying value of $28.6 $25.6 million as of June September 30, 2026. Our non-marketable equity investments in privately owned companies are adjusted to fair value for observable transactions for identical or similar investments of the same issuer, or for impairment. Given the limited liquidity and early-stage nature of these investments, and considering recent transaction and fair value history, we do not believe a reasonably possible change in market conditions would result in a material effect on our results of operations or financial position. For additional details on the composition and valuation methodology for our non-marketable equity securities, see Note 4—Balance Sheet Components to the unaudited condensed consolidated financial statements.

We hold marketable equity investments in publicly traded companies with a total fair value of $15.0 million as of September 30, 2026. These investments are subject to market price volatility, and current global economic conditions add further uncertainty. Because these securities are measured at fair value, changes in market prices are recognized in earnings each reporting period. As a result, future reported earnings may be materially affected by unrealized gains and losses associated with these investments, which may not be indicative of realized investment results or underlying operating performance.

Controls and procedures 2 changes

1 unchanged paragraph

Our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June September 30, 2026, our disclosure controls and procedures were effective and provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

1 unchanged paragraph

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 June September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2 unchanged paragraphs

Legal proceedings 1 change

From time to time, we may be subject to claims and litigation arising in the ordinary course of business. We are not currently subject party to any pending or threatened material legal proceedings. that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Risk factors 18 changes

There are numerous factors that affect our business and operating results, many of which are beyond our control. Except as provided below, there are no material changes to the risk factors previously disclosed under the "Risk Factors" section in Oklo's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Growth in artificial intelligence and data-center activity may not result in the demand for our power and heat that we anticipate, and constraints on customer development could adversely affect our business.

Some of our customers and prospective customers operate or otherwise rely on data centers and other similar infrastructure that can support, among other things, the growing demand for technologies that use artificial intelligence. Their business plans, including their construction of or expansion of infrastructure facilities that they intend to power or heat using our offerings, may rely in part on assumptions around AI adoption, computing requirements, energy consumption, and the economic returns on their investments, which may prove to be unwarranted.

Improvements in the efficiency of computing hardware, AI models, software, or cooling systems could reduce the energy required for particular workloads. Changes in computing architectures, including increased use of distributed or on-device processing, could also alter the location, scale, or characteristics of data-center power demand. As a result, even if AI adoption continues to grow, customers' requirements for additional power or heat may be lower than anticipated or differ from those contemplated by our development plans.

Customers' and prospective customers' development plans may also be constrained by reduced availability or increased cost of financing, including concerns about the utilization or economic returns of AI infrastructure. Public opposition or governmental actions concerning electricity costs, grid reliability, water use, land use, or other community impacts could increase development costs or delay, restrict, or prevent data-center projects. These actions could include restrictions on development or interconnection and requirements to fund additional generation or supporting infrastructure.

These developments could cause customers or prospective customers to defer, reduce, relocate, or abandon planned projects, reduce their requirements for our products or services, decline to enter into binding agreements with us, or seek to cancel or renegotiate existing agreements. The resulting reduction or delay in customer commitments could adversely affect our deployment plans and project economics and financing, and could adversely affect our business, results of operations, and financial condition.

Rapidly evolving energy markets and customer requirements make it difficult to forecast demand for our power and compete effectively.

The markets in which we compete are rapidly evolving. Accordingly, our future financial performance will depend in large part on our ability to adapt to new market demands. The market to supply power for data centers and AI workloads is highly competitive, and growth in spending on these activities does not assure demand for our offerings. Our estimates of the market opportunity, including forecasts of the demand for our power and our ability to capture new spending, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. In addition, if customers' requirements regarding price, location, capacity, delivery timing, or contract duration change, or customers choose other energy solutions, our solutions may not compete as effectively, if at all. Customers may secure alternative power supplies before our powerhouses become available, and their requirements when we are able to deliver power may differ from those reflected in current forecasts. These developments could reduce our ability to obtain long-term customer commitments on terms that support the financing and deployment of our powerhouses. If we are unable to meet the demands of a rapidly evolving market or if our estimates of the market opportunity, including forecasts of the demand for our power, prove to be incorrect, our commercialization may be delayed and our future revenues and cash flows may be lower than anticipated, which could have a material adverse effect on our business, results of operations, and financial condition.

The market price of our common stock is, and could remain, highly volatile. Purchasers of our common stock could incur substantial losses.

The trading price of our common stock is, and could remain, volatile and subject to significant fluctuations. The trading price of our common stock depends on many factors, including those described in this " Risk Factors " section, many of which are beyond our control and may not be related to our operating performance. We do not intend to pay cash dividends on our common stock for the foreseeable future.

Furthermore, the stock markets in general have experienced extreme volatility, which has sometimes been unrelated to the operating performance of issuers. The trading price of our common stock may be adversely affected by third parties trying to drive down or drive up the market price. Short sellers and others, some of whom post anonymously on social media, may be positioned to profit if our stock declines or otherwise exhibits volatility, and their activities can negatively affect our stock price and increase the volatility of our stock price. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

Investor expectations regarding the growth of AI and data centers, their associated electricity requirements, and the role of nuclear energy in meeting those requirements may influence the trading price of our common stock. Changes in those expectations, including in response to technological developments, policy changes, or concerns about the financing or economic returns of AI and data-center infrastructure, could adversely affect our stock price even if our business plans, customer relationships, or progress toward commercialization have not changed.

Our ability to deploy our powerhouses and deliver electricity depends in part on obtaining and maintaining interconnection and transmission arrangements, which may be delayed, unavailable or uneconomic.

Certain of our planned powerhouses, including those contemplated for our Ohio campus, will require interconnection to the electric grid and related arrangements with utilities, transmission owners, regional transmission organizations ("RTOs") or independent system operators ("ISOs"). Obtaining these arrangements can involve lengthy studies, technical requirements, financial commitments and regulatory proceedings. Submission or acceptance of an interconnection application, or participation in an interconnection study process, does not assure that a project will obtain interconnection rights, or that the requested capacity or interconnection can be completed on commercially acceptable terms or within our anticipated timelines. Nuclear regulatory authorizations do not themselves provide the grid access or electricity delivery arrangements needed for a project.

Interconnection processes may require us to satisfy technical modeling, site-control, deposit and other requirements within specified deadlines. Deficiencies, changes to a project's design or capacity, changes in other projects being studied, or changes in applicable requirements may result in additional studies, increased costs, delays or withdrawal of a request from the process. We may also be required to fund or await transmission upgrades, substations or other infrastructure whose cost, availability and completion depend on third parties. Pursuing applications across multiple potential sites does not ensure that any particular project will obtain the interconnection arrangements necessary for deployment.

We have experienced an adverse outcome in this process. FERC denied our complaint challenging PJM Interconnection, L.L.C.'s ("PJM") withdrawal of an interconnection request for an early-stage potential project in Virginia. That proceeding concerned a request separate from the Ohio campus application. Other pending or future requests may nevertheless encounter similar or different challenges, and we cannot assure favorable outcomes in disputes with utilities, transmission owners, RTOs or ISOs.

The rules and interpretations governing interconnection, transmission service and electricity sales, including the treatment of generation co-located with large electricity users, are subject to change and challenge. Requirements imposed by the Federal Energy Regulatory Commission ("FERC"), state regulators, utilities, RTOs or ISOs could require changes to our proposed configurations or commercial arrangements, impose additional charges or operating restrictions, or limit our ability to serve customers as contemplated. Locating a powerhouse near a customer or behind the customer's meter does not necessarily eliminate these requirements or the need for supplemental power, backup service or arrangements to export excess electricity. Once interconnected, projects may also be affected by transmission constraints, outages, or curtailment.

These circumstances could delay or prevent deployment, increase development and financing costs, result in unrecoverable expenditures, reduce the capacity we can deliver, or impair our ability to meet customer commitments. They could also cause customers to delay, renegotiate or terminate arrangements with us, materially adversely affecting our business, results of operations and financial condition.

Other information 5 changes

1 unchanged paragraph

On April 2, 2026 , William Goodwin , the Company's Chief Legal and Strategy Officer , materially modified the Rule 10b5-1 trading arrangement previously adopted by him on December 15, 2025 and previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Prior Trading Arrangement"). The Prior Trading Arrangement was 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, and was scheduled to terminate on December 4, 2026, subject to early termination for certain specified events set forth therein.

For purposes of Rule 10b5-1(c) under the Exchange Act, the April 2, 2026 modification constituted a termination of the Prior Trading Arrangement and the adoption of a new Rule 10b5-1 trading arrangement (the "Modified Trading Arrangement") intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The Modified Trading Arrangement provided for the sale of up to 79,677 shares of the Company's common stock and was scheduled to terminate on December 4, 2026 , subject to early termination for certain specified events set forth therein. On June 29, 2026 , Mr. Goodwin terminated the Modified Trading Arrangement.

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 June September 30, 2026.

On August 11, 2026 , R. Craig Bealmear , the Company's Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement providing for the exercise of stock options for an aggregate of 233,714 shares of the Company's common stock and "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 exercise of such options. The transactions are scheduled to begin on February 1, 2027, with outstanding orders expiring on December 10, 2027 and the arrangement terminating no later than December 13, 2027, subject to early termination in accordance with its terms.

On September 29, 2026 , trusts associated with Jacob DeWitte , the Company's Chief Executive Officer and a director , and Caroline DeWitte , the Company's Chief Operating Officer and a director , adopted a Rule 10b5-1 trading arrangement. The arrangement provides for the sale of an aggregate of up to 2,500,000 shares of the Company's common stock, consisting of 1,250,000 shares allocated to the Jacob DeWitte Family Trust and Jacob DeWitte Grantor Retained Annuity Trust No. 1 and 1,250,000 shares allocated to the Caroline DeWitte Family Trust and Caroline DeWitte Grantor Retained Annuity Trust No. 1. Sales are scheduled to begin on January 12, 2027, subject to certain commencement conditions, and continue through December 31, 2027 , subject to earlier termination in accordance with its terms.

Exhibits 2 changes

15 unchanged paragraphs

Date: August 7, November 6, 2026 By: /s/ JACOB DEWITTE

2 unchanged paragraphs

Date: August 7, November 6, 2026 By: /s/ R. CRAIG BEALMEAR

2 unchanged paragraphs