Oklo Inc.: Form 10-Q for the period ended Sep 30, 2025

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2025 and 2024, 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, 2024, 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.”

Overview

We founded Oklo in 2013 with the goal of revolutionizing the energy landscape by developing clean, reliable, affordable energy solutions at scale. According to the International Energy Agency, global electricity production is expected to increase over 80% 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. 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 reactors.

We are developing next-generation fast fission power plants called “powerhouses.” In our differentiated build, own, and operate business model, we plan to sell power in the forms of electricity and heat directly to customers, which we believe can allow for fast-tracked customer adoption. In addition, we are a leader in the nuclear industry in the development of advanced fuel recycling, which can unlock the energy content of used fuel; we also believe this aspect of our business can complement our market position by vertically integrating and securing our fuel supply chain.

The fast fission reactor technology we are commercializing was demonstrated by the 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 to be inherently safe, to be able to run on fresh, recycled, or down-blended fuel, and to produce 15-75 MWe and has the potential to expand powerhouse size to produce 100 MWe and higher. Because the Aurora powerhouses are designed to operate by harnessing 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 plants, which can only use approximately 5% of energy content stored in nuclear fuel before needing to refuel. The U.S. nuclear power industry has produced approximately 20% of U.S. electricity over the last 50 years and generated over 90,000 metric tons of used nuclear fuel. The existing energy reserves in the U.S. contained in used nuclear fuel 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.

We have achieved several significant deployment and regulatory milestones for our first Aurora powerhouse. Notably, we secured a site use permit from the DOE for the 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. The DOE and INL have completed the environmental compliance process addressing the DOE requirements for site characterization at our first commercial advanced fission power plant site at the INL. 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 United States.

On September 25, 2024, we announced the finalization of a Memorandum of Agreement (“MOA”) with the DOE Idaho Operations Office. This MOA grants us access to conduct site investigations at the identified preferred site in Idaho, marking a key step toward the next phase of site preparation and construction.

In July 2025, we also completed a Phase I pre-application readiness assessment with the U.S. Nuclear Regulatory Commission (“NRC”) in support of our planned Combined License (“COL”) application under 10 CFR Part 52. The assessment reviewed the maturity of our siting and environmental approach and our overall readiness to submit those parts of the COL application. The NRC identified no significant gaps that would hinder acceptance of the application, reinforcing the strength of our technical and regulatory preparation. Successfully completing this engagement demonstrates tangible progress in our licensing strategy and underscores our commitment to proactive and transparent collaboration with the NRC as we advance the Aurora powerhouse toward deployment.

In parallel with ongoing NRC progress, on August 13, 2025, Oklo and its wholly owned subsidiary Atomic Alchemy were selected by the DOE for a combined three of the eleven projects awarded under the newly established RPP. Oklo was selected for two projects, and Atomic Alchemy was selected for one project. The Aurora–INL powerhouse was selected as one of the projects to proceed under DOE purview, providing access to the DOE authorization pathway—a regulatory process that enables full authority to construct and operate the powerhouse. This designation de-risks both Aurora-INL deployment by accelerating design and construction efforts, and licensing by streamlining federal review and providing a platform for demonstration of the Aurora design to support future NRC licensing.

In September 2025, the NRC accepted for review our Principal Design Criteria (“PDC”) topical report under an accelerated timeline and proposed a reduced review schedule of the report. Our PDC topical report establishes a regulatory framework that defines the fundamental safety, reliability, and performance requirements to guide future reactor licensing and design activities.

We announced plans and entered into a land rights agreement for two additional Aurora powerhouses in southern Ohio. Furthermore, we have been selected to provide electricity and heat to Eielson Air Force Base outside of Fairbanks, Alaska. Our robust pipeline of potential customer engagements spans a number of industries. For example, we have signed non-binding letters of intent with Equinix, Diamondback Energy, and Prometheus Hyperscale (formerly Wyoming Hyperscale). In December 2024, we signed a 12 gigawatt (GW) Master Power Agreement with Switch data centers, one of the largest corporate power purchase agreements in history. 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 the TVA. We also executed three other non-binding agreements to provide an additional 4,750 MWe of energy for data center customers, which could bring our current total order book of Aurora powerhouses to approximately 18,100 MWe in capacity—nearly a 2,500% increase since our business combination announcement in July 2023. 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, macroeconomic, and design complexities.

In addition to deployment milestones, 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, and Nuclear Safety Design Agreement for the Aurora Fuel Fabrication Facility at INL. We have also submitted the Preliminary Documented Safety Analysis to the DOE—all key milestones as the company advances toward its goal of utilizing recovered nuclear material to fuel its first commercial Aurora powerhouse. The Aurora Fuel Fabrication Facility was also selected under the DOE Fuel Pilot Line program. 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. Further, we announced plans to design, build, and operate a fuel recycling facility in Tennessee as the first phase of an 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 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 is currently in pre-application engagement with the regulator’s staff.

In addition to developing a recycling and fuel fabrication facility, we are also evaluating the potential 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. Any potential use of such materials would be subject to DOE authorization, applicable regulatory approvals, programmatic determinations regarding material availability and cost recovery. These efforts are intended to diversify, strengthen, and accelerate the establishment of a domestic supply chain for advanced reactor fuel, consistent with our multi-pronged fuel strategy. Fuel remains a significant input to enable us to build and operate our powerhouses at scale and generate required returns. The cost environment for various sources of fuel (including HALEU) have increased significantly in recent years, which is why we are putting in place a diversified fuel strategy. Tariffs, supply chain constraints, inflation, and evolving sanctions have impacted the market dynamics around fuel costs. We believe our ability to develop a diverse set of sources of fuel with a wide range of costs, levels of regulatory oversight, and operational complexities will allow us to navigate this shifting economic landscape by having multiple options for fueling our powerhouses.

Our Business Model

Our primary product will be the energy produced from our Aurora powerhouses once operational. Our planned business model is to sell the energy to customers via PPAs, as opposed to selling our powerhouse designs. This business model allows for recurring revenue, provides the opportunity to capture profitability upon improved operational efficiency, and enables novel project financing structures. This business model sets us apart from the traditional nuclear power industry, which typically sells reactors to large scale utility customers and not power. Selling power via PPAs is a common practice within the renewable energy and utilities sectors and indicates that this business model could be feasible for power plants within the size range targeted by our Aurora product line (i.e., 15 MWe - 75 MWe, and ranging upward to potential sizes of 100 MWe and higher).

The traditional nuclear power industry comprises developers of large (ranging from approximately 600 MWe to over 1,000 MWe) light water reactors that sell or license their reactor designs to large utilities that then construct and operate the nuclear power plant. The developer’s focus on regulatory approval of the design may lock in certain lifecycle regulatory costs that are realized by the owner-operator during construction and operations. As a result, lifecycle cost implications are generally not addressed cohesively between the developer and the owner-operator, and the regulatory strategy does not holistically implement the lifecycle benefits of the technology’s inherent safety characteristics. The advanced fission industry has largely followed the historical blueprint of developers seeking design certifications or approvals, and utilities bearing the future burden of licensing for construction and operations. While there are a number of advanced reactor designers developing smaller sized reactors than those traditionally used in the nuclear power industry, many of these developers are generally pursuing regulatory approval of groupings of these smaller reactors as part of singular larger plants, including output ranges of 200 MWe and up to 1,000 MWe.

In contrast, we plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 MWe, 75 MWe, and potentially 100 MWe and higher). As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design. We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion over time, as opposed to the historical model used in the nuclear power industry, which divides the incentives and responsibilities between the developer and the utility. Additionally, this modular and scalable approach enables us to deal with the inherent uncertainties, costs, and inefficiencies of the many service providers, manufacturers, fuel providers, and other third parties that we will rely on to build our powerhouses. While we expect that individual powerhouses may, and our first few powerhouses likely will, experience challenges that require us to manage unexpected costs and possible construction delays, our business model allows us to take the learnings from constructing those powerhouses and make improvements with future projects.

In particular, we expect the construction of our first powerhouses, such as the powerhouse at INL, to include additional, unique 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.

Selling electricity under PPAs follows an established revenue model in global power markets. While this model is more typically used for renewable energy solutions, we believe it is a compelling model for us because of the relatively small size and the lower expected capital costs of our powerhouses, when compared with other nuclear power plants. In addition, our model is designed to generate recurring revenue in a way that the traditional licensing model does not. Our powerhouses could be profitable from the first year of operation due to our anticipated favorable unit economics. We also believe this approach will drive unit growth and allow us to ultimately launch higher output versions of our powerhouses. As our technology matures, we intend to offer customers flexibility in business model and deployment solutions to meet their needs, providing us with the largest target customer base possible. Given our growth stage, we continue to develop and evaluate our overall cost and potential pricing structure as we evaluate our unit economics, which we expect to be subject to market and extrinsic forces such as the impact of construction costs as a result of tariffs, supply chain pressures, and other macroeconomic factors.

In addition to selling power under PPAs, we are taking steps to enhance our mission with our advanced nuclear fuel recycling technology. We are actively developing nuclear fuel recycling capabilities with the goal of deploying a commercial-scale fuel recycling facility in the United States by the early 2030s. Used nuclear fuel still contains more than 95% of its energy content, and it has been estimated there is enough energy in the form of used nuclear fuel in the U.S. to power the expected electrical needs in the United States for 100 years with fast fission power plants. According to the DOE, more than 90,000 metric tons of used nuclear fuel have been generated since 1950, and an additional 2,000 metric tons are generated every year. Currently, other countries recycle used nuclear fuel, but the United States does not, and there is an enormous opportunity to do so. Our reactors are specifically designed to run on fresh, recycled, or down-blended nuclear fuel, and nuclear fuel recycling and down-blending federal government materials could provide future margin uplift for our power sales business, as well as the potential for new revenue streams. We continue to evaluate the overall cost and timeline to be able to receive any potential benefit from this embedded opportunity. We are also evaluating the potential use of alternative fuel materials, including plutonium designated for dilute-and-dispose programs, that could be made available by the U.S. government for use in advanced reactors. This initiative complements our recycling work and supports the development of a resilient and diversified domestic fuel supply chain.

Recent Developments

Atomic Alchemy Acquisition

On February 28, 2025, we acquired all of the common stock outstanding of Atomic Alchemy, by way of a statutory merger, to combine Oklo’s expertise in building and operating fast reactors and nuclear fuel recycling with Atomic Alchemy’s expertise in radioisotope production. Together, we aim to meet the increasing demands for radioisotopes in medical, energy, industry, defense, and artificial intelligence applications. We paid certain of Atomic Alchemy’s investors cash of approximately $1.0 million and exchanged 820,840 shares of our common stock with a price per share of $33.39 at the Acquisition Date, representing $27.4 million of stock consideration. In addition, we issued 274,339 shares of our common stock, 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.

Underwritten Public Offering

On June 2, 2025, the Company filed a registration statement on Form S-3 (the “Registration Statement”), including a base prospectus supporting the issuance, offering, and sale of up to $1 billion worth of various forms of securities. The Registration Statement also included a sales agreement prospectus supplement (the “Prospectus Supplement”) supporting the issuance, offering, and sale of up to 6,666,667 shares of common stock (the “Offering”). The Registration Statement, including the Prospectus Supplement, became effective on June 12, 2025. On June 12, 2025, the Company launched the Offering, through which the Company sold 6,666,667 shares of common stock.

Additionally, on June 12, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters (the “Underwriters”), relating to the Offering. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,000,000 additional shares of Common Stock. On June 13, 2025, the Underwriters exercised this option in full, resulting in the sale of 1,000,000 additional shares of common stock. Including these additional shares, the Offering generated total net proceeds of approximately $440.1 million. The Offering closed on June 16, 2025.

Equity ATM Program

On June 2, 2025, we entered into a sales agreement under which we may offer and sell, at our sole discretion, shares of our common stock up to an aggregate gross sales price of $400.0 million in an ATM Program. From August 2, 2025 to September 11, 2025, we sold 5,458,953 shares of our common stock through the Sales Agents at an average price of $73.27 per share, resulting in aggregate gross proceeds of $400.0 million.

In addition, under the existing ATM Program described above, we further expanded the aggregate offering amount by up to $140.0 million via filing of a new prospectus supplement, bringing the total potential aggregate gross proceeds under the updated ATM Program to approximately $540.0 million. From September 5, 2025 to September 11, 2025, we sold 1,925,066 shares of our common stock at an average price of $72.72 per share, resulting in aggregate gross proceeds of $140.0 million.

Under the ATM Program, we received net proceeds of $526.5 million upon the sale and issuance of 7,384,019 shares of our common stock. No additional shares will be sold under this ATM Program unless an additional prospectus supplement is filed. See Note 9 — Stockholders’ Equity for additional details.

Key Factors Affecting Our Performance

We believe that our future success and financial performance depend on a number of factors that present significant opportunities for our business, but also pose risks and challenges. As a result, we are subject to continuing risks and uncertainties. For additional information, see the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report and in Part I, Item 1A of Oklo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Product Development Plan

We plan to leverage the next-generation fast fission powerhouses that we are developing in order to sell power to a variety of potential customers, including data centers, military and other government facilities, factories, industrial customers, off-grid and rural customers, and utilities.

Commercial deployment of any advanced fission power plant requires obtaining regulatory approvals for design, construction, and operation. Our long-term regulatory strategy has been focused on a custom combined license application. We became the first advanced fission company to submit a custom combined license application with the NRC in March 2020, which was denied without prejudice in 2022, and we remain the only such company to do so. We are currently working toward submitting an updated custom combined license application for NRC review.

In July 2025, we completed a Phase I pre-application readiness assessment with the NRC to evaluate the maturity of our siting and environmental approach and our overall readiness to submit those parts of the combined license application. The assessment concluded with no significant gaps identified that would hinder acceptance of the application, marking a key milestone in our licensing strategy. It is uncertain when, if at all, we will obtain NRC approvals for the design, construction, and operation of any of our powerhouses. Our financial condition and results of operation are likely to be materially and adversely affected if we do not obtain such approvals and to the extent this process takes significantly longer or costs more than we expect.

In parallel with ongoing NRC progress, on August 13, 2025, Oklo and Atomic Alchemy were selected by the DOE for three of the eleven projects awarded under the newly established RPP. Oklo was selected for two projects, and Atomic Alchemy for one project. Among these, the Aurora–INL powerhouse was approved to proceed under DOE purview, granting access to the DOE authorization pathway—a regulatory framework that provides full authority to construct and operate the powerhouse. Potentially de-risking Aurora–INL’s licensing by streamlining federal review, offering access to DOE technical support, and enabling Oklo to leverage DOE learnings to inform future NRC-licensed powerhouses.

In September 2025, the NRC accepted for review our PDC topical report, 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 proposed a reduced review schedule of the report.

Additionally, we plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 MWe, 75 MWe, and potentially 100 MWe and higher designs). As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design. We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion, as opposed to the historical model used in the nuclear power industry, which divides the incentives and responsibilities between the developer and the utility. However, this model exposes us directly to the costs of building, owning, and operating our powerhouses. Our cost projections are heavily dependent upon fuel, raw materials (such as steel), equipment, and technical and construction service providers (such as engineering, procurement, and construction firms). The global supply chain, including for HALEU, on which we will rely, has been significantly impacted in recent years by inflation, instability in the banking sector, war and other hostilities, and other economic uncertainties, resulting in potential significant delays and cost fluctuations. Similar developments in the future may impact our performance from both a deployment and cost perspective. The initial assets in operation will represent the first deployment of our Aurora design and, as such, will be subject to risk around both cost and time to associated with first-of-a-kind capital project delivery. In particular, we expect the construction of our first powerhouse at INL to include additional, unique 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. We expect future powerhouses to benefit from substantial cost reductions as compared to our first reactor deployment.

Plan of Operations

To further our ambitious target of deploying our first powerhouse in 2028 amidst the range of supply chain, macroeconomic, and design complexities, we will engage or continue to engage in the following key initiatives:

• Progressing regulatory approval for powerhouse deployment with both the DOE and the NRC.
• Progressing regulatory pre-application related activities with the NRC for licensing of commercial fuel fabrication.
• Continuing work and regulatory activities related to fuel recycling, such as pre-application regulatory alignment efforts with the NRC, and research and development, both independently and in conjunction with the DOE, focused on facility and process design for the Oklo fuel recycling facility.
• Working with INL on fuel manufacturing, including preparation of documentation for regulatory review, finalization of the pilot fuel fabrication facility design, and expected construction activities in Q4 of 2025.
• 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.
• Evaluating the potential use of alternative U.S. government fuel materials, including plutonium for use in advanced reactor applications, in support of Oklo’s multi-pronged fuel strategy and domestic fuel supply chain development.
• Executing on key non-fuel elements of our supply chain, including steam turbine generator sourcing, steel, and other construction inputs.
• Progressing engineering procurement and construction activities in support of the construction of Aurora powerhouses.
• Working with Kiewit Nuclear Solutions Co., who was selected as the lead constructor for our first Aurora powerhouse in Idaho, a major milestone toward project delivery and execution.
• Continuing and initiating site preparation for announced facilities at INL, and Piketon, Ohio, respectively. We will begin site preparation for other announced projects based on prioritization, potentially including customers such as Equinix, Diamondback Energy, Prometheus Hyperscale, Switch, and other projects yet to be announced but where commercial discussions have been initiated.
• Exploring activities related to, or in support of, various Executive Orders that look to accelerate the deployment of domestic, advanced nuclear energy.
• Negotiating and executing additional letters of intent, memorandums of understanding, and master partnership agreements and converting such preliminary agreements into power purchase agreements with multiple potential customers.
• Negotiating term sheets and binding power purchase agreements with customers who have previously signed nonbinding agreements such as letters of intent to purchase power.
• Continuing to hire additional personnel and implement processes and systems necessary to deliver our business strategy.
• Progressing production of radioisotopes by Atomic Alchemy, assessing options to scale production, developing and executing plans to progress the RPP deployment for this business, as well as obtaining the NRC license required to handle, manufacture, and distribute radioisotopes.
• Evaluating potential acquisition opportunities to strategically accelerate our business and ability to execute on our business plans.

For the nine months ended September 30, 2025 and the year ended December 31, 2024, our total operating expenses were $82.2 million and $52.8 million, respectively. We expect our total net cash used in operating activities for 2025 to be in the range of $65.0 million to $80.0 million.

Nuclear Energy Industry

The nuclear energy industry operates in a politically sensitive environment, and the successful execution of our business model is dependent upon public support for nuclear power in the U.S. and other countries. The U.S. government has consistently indicated through bipartisan action that it recognizes the importance of nuclear power in meeting the United States’ growing energy needs. As an example, the ADVANCE Act, which was signed into law on July 9, 2024 with significant bipartisan support, streamlines licensing, reduces costs, and boosts U.S. leadership in advanced nuclear energy by modernizing regulations, supporting fuel innovation, and expanding global competitiveness.

On May 23, 2025, four Executive Orders directed federal agencies to streamline licensing at the NRC, accelerate advanced reactor deployment at DOE and DOD sites for national security and AI/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, and promoting advanced nuclear deployment. Ongoing DOE initiatives, including the Reactor Pilot Program and Fuel Line pilot programs, further demonstrate federal focus on developing a resilient nuclear fuel cycle and advancing advanced reactor technologies.

Additionally, opponents of advanced nuclear deployment 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.

Key Components of Results of Operations

Operating Expenses

Our operating expenses consist of research and development and general and administrative expenses.

Research and Development

Research and development (“R&D”) expenses represent costs incurred to develop our technology. These costs consist of personnel costs, including salaries, employee benefit costs, bonuses, and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering contractors for analytical work and consulting costs. We expense all R&D costs in the periods in which they are incurred; however, occasionally, the reimbursement would be received in the following period.

We have several recycling technology projects awarded as R&D cost-share projects (the “cost-share projects”) through the DOE’s ARPA-E and the DOE Technology Commercialization Fund (“TCF”). The ARPA-E and TCF projects involve cost-sharing of project costs as well as reimbursement of certain qualifying expenditures to us. A budget was initially approved for each of these cost-share projects, and as certain expenses and capital expenditures for equipment are incurred, such expenses or capital expenditures are reported to ARPA-E, and then a pre-determined percentage of such expenses or capital expenditures are reimbursed by ARPA-E back to us. The expenses are categorized as R&D expenses, which are then partially reimbursed.

General and Administrative

Our general and administrative (“G&A”) expenses primarily comprise various components not related to R&D, such as personnel costs, regulatory fees, promotion 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, audit, finance, 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.

Other Income (Loss)

Other income (loss) consists of interest and dividend income on our portfolio of marketable debt securities and the remeasurement losses related to SAFEs.

Income Taxes

Income taxes primarily consist of income taxes in certain jurisdictions in which we conduct business and a reduction in the valuation allowance related to deferred tax liabilities established in connection our acquisition of business. We have a full valuation allowance for deferred tax assets, including net operating loss carryforwards and tax credits related primarily to research and development. Prior to the Recapitalization, income taxes have been minimal. After the Recapitalization, as a result of our interest and dividend income from our investments, federal and state income taxes may be incurred, after available tax deductions, including available carryovers.

Liquidity and Capital Resources

As of September 30, 2025, our cash, cash equivalents, and marketable debt securities were $1,183.6 million. We continue to incur significant operating losses. For the nine months ended September 30, 2025, we had a net loss of $64.2 million, loss from operations of $82.2 million, and net cash used in operating activities of $48.7 million. As of September 30, 2025, we had an accumulated deficit of $199.3 million. Management expects that significant on-going operating expenditures will be necessary to successfully implement our business plan, develop our powerhouses, acquire fuel for those powerhouses, and expand our radioisotope business.

We will utilize our existing cash, cash equivalents, and marketable debt securities to fund our powerhouses, operations, and growth plans, and we believe that our existing cash, cash equivalents, and marketable debt securities will be sufficient to fund our operations for the one-year period following the issuance date of the accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2025.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements except for the lease option agreement. See Note 12 — Commitments and Contingencies — Lease Option Agreement in our accompanying unaudited condensed consolidated financial statements.

Commitments and Contractual Obligations

We do not have any material commitments or contractual obligations, other than with respect to the leases under which we lease real estate for office space. These leases are classified as operating leases and expire on December 1, 2026. See Note 5 — Leases in our accompanying unaudited condensed consolidated financial statements for more information regarding our commitments and contractual obligations.

Cash Flows Comparison

A summary of our consolidated sources and uses of cash and cash equivalents, was as follows:

(in thousands)

Operating Activities

Cash used in operating activities during the nine months ended September 30, 2025 consisted of cash outflows of $63.0 million, offset by $14.3 million of net interest and dividend income, totaling $48.7 million in cash used, as compared to cash outflows of $29.1 million, offset by $4.1 million of interest and dividend income, totaling $25.0 million in cash used in the same period in 2024. This $33.9 million increase in cash outflows, partially offset by $14.3 million of net interest and dividend income, was driven by our operating results (net loss adjusted for noncash adjustments totaling $18.2 million) which resulted in $23.8 million of higher cash used by operating activities period-over-period.

Cash used in operating activities for the nine months ended September 30, 2025 was primarily driven by our operating expenses as we continue to scale our operations, consisting of $24.2 million in cash used for payroll and employee benefits of personnel and $38.8 million in other costs, primarily consisting of professional services for consulting on research and development activities, and legal and accounting fees on general and administrative activities.

Investing Activities

Cash used in investing activities during the nine months ended September 30, 2025 was primarily due to $756.6 million use of cash on the purchase of marketable debt securities, $6.3 million use of cash primarily related to construction in progress, $5.0 million use of cash on the purchase of investment, and cash used for acquisition of business of $0.9 million, partially offset by $162.8 million of proceeds from redemptions of marketable debt securities.

Cash used in investing activities during the six months ended September 30, 2024 was due primarily to $261.1 million use of cash on the purchase of marketable debt securities, $0.3 million use of cash on the purchase of discretionary property and equipment, partially offset by $67.4 million of proceeds from redemptions of marketable debt securities.

Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2025 consisted of proceeds from the sale of common stock of $968.1 million and proceeds from the exercise of stock options of $2.7 million, partially offset by the payment of taxes from common stock withheld of $1.6 million and $1.7 million for the payment of offering costs.

Cash provided by financing activities for the nine months ended September 30, 2024 consisted of the proceeds from recapitalization of $276.2 million, proceeds from right of first refusal liability of $25.0 million, proceeds from the issuance of SAFEs of $10.2 million, as well as proceeds from the exercise of stock options of $0.4 million, partially offset by payment of deferred issuance costs of $11.1 million.

Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results:

(in thousands)

Research and Development

The following table sets forth R&D expenses:

(in thousands)

R&D expenses increased by $9.9 million, or 195.9% for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to an increase of $3.9 million in total payroll and employee benefits of research and development personnel attributable to an increase in the weighted-average headcount of R&D personnel of approximately 60.1% and an increase in salary over the prior period, an increase of $3.1 million in stock-based compensation expenses, an increase of $1.5 million in professional services, and an increase of $1.4 million in other expenses.

General and Administrative

The following table sets forth G&A expenses:

(in thousands)

G&A expenses increased by $14.1 million, or 195.4% for three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to an increase of $4.4 million in stock-based compensation expenses and an increase of $1.8 million in payroll and employee benefits of general corporate personnel attributable to an increase in the weighted-average headcount of G&A personnel of approximately 92.9% and average salary over the prior period, an increase of $5.9 million in professional services primarily due to an increase in legal and other professional fees primarily related to the advisory fees, and an increase of $2.0 million related to travel, entertainment, and other expenses.

Other Income (Loss)

The following table sets forth other income (loss):

(in thousands)

Other Income (Loss) was driven by interest and dividend income, which increased by $4.6 million for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to an increase in interest and dividend income related to an increase in our cash, cash equivalents, and marketable debt securities balances from the prior year period.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table sets forth our historical results for the periods indicated, and the changes between periods:

(in thousands)

Percentage changes that are considered not meaningful are denoted with “NM.”

Research and Development

The following table sets forth R&D expenses by category:

(in thousands)

R&D expenses increased by $14.8 million, or 76.3%, for the nine months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to an increase of $7.8 million in total payroll and employee benefits of research and development personnel attributable to an increase in the weighted-average headcount of R&D personnel of approximately 76.2% and average salary over the prior period, an increase of $4.1 million in professional services, and an increase of $2.9 million in other expenses.

General and Administrative

The following table sets forth General and Administrative expenses by category:

(in thousands)

G&A expenses increased by $29.9 million, or 166.4% for the nine months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to an increase of $11.6 million in stock-based compensation expense, an increase of $4.9 million in payroll and employee benefits of general corporate functions and finance personnel attributable to an increase in the weighted-average headcount of G&A personnel of approximately 80.0% and average salary over the prior period, an increase of $7.9 million in professional services primarily due to an increase in legal and other professional fees, and an increase of $5.5 million related to other general business expenses.

Other Income (Loss)

The following table sets forth other income (loss):

(in thousands)

The change in fair value of SAFEs was a result of the SAFEs being converted into common stock upon the completion of the Recapitalization on May 9, 2024, in which all SAFEs were converted and none were outstanding as of the end of the reporting period.

Interest and dividend income increased by $10.1 million for the nine months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period.

Income Taxes

For the nine months ended September 30, 2025, we recorded a deferred income tax benefit of $4.7 million related to acquired deferred tax liabilities in connection with our Atomic Alchemy acquisition during the period and change in valuation allowance as of period-end that was offset by current income tax expense. Additionally, we do not anticipate a significant impact on our tax provisions resulting from the Act enacted on July 4, 2025.

Critical Accounting Estimates

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 provides a more complete discussion of our critical accounting policies and estimates, together with the following additional critical accounting estimate:

Determination of fair value for the acquisition of a business

The determination of fair value for the acquisition of a business in business combination requires the allocation of the purchase price to the various assets acquired and liabilities assumed at their respective fair values. The determination of fair value requires the use of significant estimates and assumptions, and in making these determinations, management uses all available information. If necessary, we have up to one year after the acquisition closing date to finalize these fair value determinations under the applicable U.S. GAAP. For tangible and identifiable intangible assets acquired in a business combination, the determination of fair value utilizes several valuation methodologies including discounted cash flows which has assumptions with respect to the timing and amount of future revenue and expenses associated with an asset. The assumptions made in performing these valuations include, but are not limited to, discount rates, future revenues and operating costs, projections of capital costs, and other assumptions believed to be consistent with those used by principal market participants. Due to the specialized nature of these calculations, we engage third-party specialists to assist management in evaluating our assumptions as well as appropriately measuring the fair value of assets acquired and liabilities assumed.

Emerging Growth Company Status

The Company is classified as an EGC as defined under the JOBS Act. Therefore, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We no longer will retain EGC status effective December 31, 2025 since the market value of common stock held by non-affiliates exceeded $700,000,000 as of June 30, 2025.

Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.

Recent Accounting Pronouncements

See Note 2 — Summary of Significant Accounting Policies of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional information regarding recently adopted accounting standards and recently issued and not adopted accounting standards as of the date of this report.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2025 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Previously Reported Material Weakness

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

After giving full consideration to this material weakness, and the additional analyses and other procedures we performed to ensure that our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q were prepared in accordance with U.S. GAAP, our management has concluded that our unaudited condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

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

• Improve processes where management reviews information provided by third parties; and
• Implement additional controls where finance and accounting reviews any amendments to third party agreements, as supported through hiring or use of third-party consultants and specialists, to ensure appropriate accounting treatment.

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

Changes in Internal Control over Financial Reporting

In connection with our continued monitoring and maintenance of our control procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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, 2024.

Changes to trade policies, including higher tariffs, restrictions and other economic disincentives to trade, may lead to operational delays, higher procurement and operational costs, and regulatory and compliance complexities, resulting in supply chain disruptions and higher prices and lower demand for devices and services we sell.

We depend on suppliers to provide us, directly or through other suppliers, with items such as equipment for the development of our reactors, other components and raw materials. Changes or proposed changes in U.S. or other countries’ trade policies that result in higher tariffs, restrictions and other economic disincentives to international trade may materially increase the costs we incur in developing, deploying and maintaining our reactors. A certain portion of the increased costs may be absorbed by certain suppliers, but some suppliers may struggle to absorb the increased costs, especially over the long term, potentially leading to supply disruptions or cost pass-throughs to us, which may lead to an increase in our expenditures. In addition, rapid changes in trade policies may negatively affect procurement timelines and supplier relationships and may introduce new compliance requirements. We may face potential delays in sourcing critical equipment due to customs clearance and supply chain bottlenecks, and material changes to cost structures could pressure our expenses and customer pricing.

Our attempts to mitigate potential disruptions to our supply chain and offset procurement and operational cost pressures, such as through alternative sourcing and/or increases in the selling prices of some of our products, may not be successful. Higher prices for our customers may make it more difficult to attract new customers or cause increases in customer churn. Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives. To the extent that cost increases result in significant increases in our expenditures, or if our price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/or if our revenues decrease, our business, financial condition, or operating results may be adversely affected.

If the shutdown of the federal government is prolonged, we may not be able to effectively access the public markets, which could limit our ability to obtain necessary capital and may require us to raise capital on less favorable terms.

The United States federal government has been shut down since October 1, 2025, during which time certain regulatory agencies have furloughed non-essential federal employees. When the government is not funded, critical activities conducted by certain regulatory agencies are limited or curtailed. A prolonged shutdown may lead to broader economic uncertainty and financial market volatility. These conditions could have a negative impact on our business, financial position, and results of operations.

The ability of regulatory agencies, such as the DOE and NRC, to review license applications and other regulatory submissions can be affected by a variety of factors, including government budget and funding levels, reductions in workforce, ability to hire and retain key personnel, and statutory, regulatory, and policy changes. In addition, there may be delays in necessary interactions with regulators and other important agencies and contractors due to limitations in employee resources or forced furlough of government or contractor personnel. The shutdown, if prolonged, can significantly impact the ability of government agencies upon which we rely, such as the DOE and NRC, to timely review and process our license applications and other regulatory submissions, which could have a negative impact on our business, financial position, and results of operations.

Further, a prolonged shutdown could materially impact the operations of the SEC. For example, the SEC announced that during the current shutdown, it will not declare registration statements effective. In the event of an extended shutdown, the SEC may operate with limited staff or suspend certain functions altogether, which could delay the review or effectiveness of our filings, including registration statements or other financing-related disclosures. Such delays could adversely affect our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue to fund our operations. Our inability to raise capital or our inability to raise capital on favorable terms, could cause the trading price of our common stock to decline.

While we strive to mitigate these risks through contingency planning and government engagement and outreach, the ultimate impact of any government shutdown is difficult to predict and may be outside of our control. Any material adverse effects resulting from a government shutdown could have a negative impact on our business, financial position, and results of operations.

Our cost estimates are highly sensitive to broader economic factors, and our ability to control or manage our costs may be limited. Building new fuel fabrication facilities and powerhouses is challenging as a result of many factors, including regulatory and construction complexity, and may take longer or cost more than we expect.

Capital and operating costs for the deployment of any energy infrastructure, and especially for Oklo’s first-of-a-kind powerhouses, are difficult to project, inherently variable, and are subject to significant change based on a variety of factors including, but not limited to, site-specific factors, project-specific testing capabilities, customer off take requirements, regulatory oversight, operating agreements, fuel pricing (including of HALEU and uranium conversion), supply chain availability, supply chain availability effects on reactor and power plant performance, inflation, and other factors, many of which have already increased cost estimates since we made initial disclosures relating to our Company in connection with the Recapitalization consummated on May 9, 2024. Opportunities for cost reductions with subsequent deployments are similarly uncertain.

We have received initial third‑party cost estimates related to building and fueling our Aurora powerhouses, which similarly include increases to the estimates we previously prepared in connection with the Recapitalization. The cost estimates may continue to increase significantly through design maturity, accounting for supply chain availability and fuel costs, as we progress through the regulatory process, or as a result of other factors, including unexpected cost increases that particularly affect our powerhouses given their first-of-a-kind nature. The actual cost and time required to construct and operate our powerhouses, recycling facilities, and fuel fabrication facilities or to bring our nuclear power to market at scale may vary significantly from our current forecasts. To the extent cost reductions are not achieved within the expected timeframe or magnitude, powerhouses, such as the Aurora, may not be cost competitive with alternative technologies, which may have a material adverse effect on our business prospects, financial condition, results of operations and cash flows, and could harm our reputation.

Further, we have received third‑party cost estimates related to building our first‑of‑a‑kind commercial fuel fabrication facility, many of which have increased since we made disclosures relating to our Company in connection with the Recapitalization. Costs may ultimately be significantly higher than our current estimates, which may affect the marketability, capital, and operational costs of our powerhouses and our expectations with respect to our business plan and future financial performance. In the event these issues arise at such later stages of deployment, deployment could be subject to greater costs or be significantly delayed, which could materially and adversely affect our business prospects, financial condition, results of operations, and cash flows.

In addition, we may need to make significant adjustments to our business plan or significantly delay, scale back, or discontinue the deployments of our facilities, including our powerhouses, fuel fabrication facilities, and fuel recycling facilities, or some or all of our research and development programs. Depending on our available capital resources, we may need to delay or discontinue expected near term expenditures, which could materially impact our business prospects, financial condition, results of operations, and cash flows by limiting our ability to pursue some of our other strategic objectives or reducing the resources available to further develop our design, sales, and manufacturing efforts.