Oklo Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands, except share data or otherwise stated)

1. Nature of Operations and Organization

Oklo Inc. (the “Company” or “Oklo”), conducts its operations through its subsidiary Oklo Technologies, Inc., a Delaware corporation incorporated on July 3, 2013.

The Company is developing advanced fission power plants to provide clean, reliable, and affordable energy at scale and plans to commercialize its metal-fueled fast reactor technology with the Aurora powerhouse product line. The Aurora product line is designed to produce up to 15 and 75 megawatts of electricity (“MWe”) on both recycled nuclear fuel and fresh fuel. Oklo’s advanced fission technology has a history of successful operation, first demonstrated by the Experimental Breeder Reactor-II ("EBR-II"), which sold and supplied power to the grid and showed effective spent nuclear fuel recycling capabilities over 30 years of operation. We are also commercializing nuclear fuel recycling technology that can convert spent nuclear fuel into useable fuel for our reactors. Furthermore, Oklo has achieved several significant deployment and regulatory milestones, including securing a site use permit from the U.S. Department of Energy (“DOE”) for the Idaho National Laboratory (“INL”) Site and a fuel award of 5 metric tons of high-assay low-enriched uranium produced from recovered uranium from previously irradiated EBR-II fuel from INL for a commercial-scale advanced fission power plant in Idaho.

On May 9, 2024, the Company consummated a business combination pursuant to an Agreement and Plan of Merger and Reorganization dated July 11, 2023 (as amended, modified, supplemented or waived, the “Merger Agreement”), by and among AltC Acquisition Corp. ("AltC"), and Oklo Technologies, Inc. (the "Recapitalization") (further details are provided below). Before the Recapitalization, Oklo Technologies, Inc. was formerly known as Oklo Inc. (referred to herein as "Legacy Oklo"). Upon consummation of the Recapitalization, AltC changed its name to Oklo Inc.

In connection with the Recapitalization consummated on May 9, 2024 that was accounted for as a reverse recapitalization, where Legacy Oklo was determined to be the accounting acquirer, the common stock has been recast to reflect the retroactive application of the reverse recapitalization. Under this method of accounting, AltC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Recapitalization was treated as the equivalent of Legacy Oklo issuing stock for the net assets of AltC, accompanied by a recapitalization. Results of operations prior to the Recapitalization are presented as belonging to Legacy Oklo. The Recapitalization had no effect on reported net loss, cash flows, or total assets as previously reported. Further details are provided below under the heading Recapitalization in Note 3.

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

On February 28, 2025, the Company entered into a stock purchase agreement pursuant to which it acquired 100% of the common stock outstanding of Atomic Alchemy, Inc. ("Atomic Alchemy"), by way of statutory merger, to combine Oklo’s expertise in building and operating fast reactors and nuclear fuel recycling with Atomic Alchemy’s expertise in its radioisotope business to meet the increasing demands for radioisotopes in medical, energy, industry, defense and artificial intelligence applications (further details are provided in Note 3).

Liquidity and Capital Resources

As of June 30, 2025, the Company's cash, cash equivalents and marketable debt securities were $682,965. The Company continues to incur significant operating losses. For the six months ended June 30, 2025, the Company had a net loss of $34,495, loss from operations of $45,889, and net cash used in operating activities of $30,714. As of June 30, 2025, the Company had an accumulated deficit of $169,604.

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

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Articles 8 and 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, it does not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The information herein should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed on March 24, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results, and cash flows for the periods presented.

In addition, since the the Company changed it presentation in its Form 10-K to rounding to the nearest whole number in thousands of reported amounts, the second quarter amounts for 2024 have been rounded accordingly, or as otherwise designated. This change is not material and does not impact the comparability of the Company's condensed consolidated financial statements.

Segment Information

The Company has viewed its financial information on an aggregate basis for the purposes of evaluating financial performance and allocating the Company’s resources. The Company's principal business consists primarily of research and development activities for its planned powerhouses, radioisotopes business and nuclear recycling facilities. Accordingly, the Company has determined that it operates inone reportable segment. For more information about the Company's single operating and reportable segment, see Note 13.

Principles of Consolidation

The condensed consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of the operating lease liabilities and operating right-of-use assets, useful lives of property and equipment, stock-based compensation expense, valuation allowance on deferred tax assets, and fair value of acquired intangible assets and goodwill. These estimates, judgments, and assumptions are based on current and expected economic conditions, historical data, and experience available at the date of the accompanying condensed consolidated financial statements, and various other factors that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Risk and Uncertainties

The Company is subject to continuing risks and uncertainties in connection with the current macroeconomic environment, including as a result of inflation, instability in the global banking system, trade policy (including tariffs, export controls, and sanctions), and geopolitical factors, including the ongoing conflicts in Ukraine and Israel. At this point, the extent to which these effects may impact the Company’s future financial condition or results of operations is uncertain, and as of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the update of any estimates or judgments or an adjustment of the carrying value of any assets or liabilities. Given the nature of the business, the ongoing conflicts in Ukraine and Israel have not had a specific impact on the Company’s financial performance. These estimates may change as new events occur and additional information is obtained and will be recognized in the financial statements as soon as they become known.

Net Loss Per Common Share

The Company’s basic net loss per share of common stock is computed based on the average number of outstanding shares of common stock for the period, by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Diluted net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock and common share equivalents of potentially dilutive securities outstanding for the period. Potentially dilutive securities include common stock equivalents. Since the Company was in a loss position for the periods presented, basic net loss per share of common stock is thesame as diluted net loss per share of common stock since the effects of potentially dilutive securities are antidilutive.

The outstanding potentially dilutive common stock equivalents for: (1) options to purchase shares of common stock of 8,430,096 and 10,432,749 as of June 30, 2025 and 2024, respectively, (2) unvested restricted stock of 640,125 andnone, and (3) unvested restricted stock units of 2,337,546 andnone, respectively, have been excluded from the calculation of diluted net loss per common share due to their anti-dilutive effect.

Emerging Growth Company Status

The Company is an emerging growth company ("EGC") as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, the Company has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting. Additionally, the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards. The Company performed an annual assessment as of June 30, 2025 and will not remain eligible for EGC status as of December 31, 2025.

Indefinite-Lived Intangible Assets

Intangible assets with indefinite lives consist of in-process research and development (“IPR&D”) from the Company's acquisition of Atomic Alchemy (further details are provided under the heading Atomic Alchemy in Note 3). These assets are tested annually for impairment until completion or abandonment of research and development efforts associated with the projects. If potential impairment is identified, the process of evaluating the potential impairment of these assets involves significant judgment regarding estimates of the future cash flows associated with each asset. Upon successful completion of each project, the Company makes a determination as to the then remaining useful life of the intangible asset and begins amortization.

Goodwill

Goodwill represents the excess purchase consideration of an acquired business over the estimated fair value of the net assets acquired and is not amortized. Goodwill is evaluated for impairment annually, or whenever events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of the Company's reportable segment exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reportable segment's goodwill over the implied fair value of the goodwill.

Restatement

As disclosed in Item 9-B in the Company's Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 24, 2025, the Company has corrected the accompanying condensed consolidated financial statements for the three and six months ended June 30, 2024, and applicable footnotes to decrease the change in fair value of the simple agreements for future equity to investors (the “SAFEs”) by $2,056 from amounts previously reported. Management determined this was immaterial to previously issued financial statements.

Recently Adopted Accounting Standards

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concept Statements. This standard amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in this standard are not intended to result in significant accounting changes for most entities. The standard is effective January 1, 2025 and is not expected to have a material impact on the Company's financial statements. The Company adopted ASU 2024-02 on January 1, 2025. Adoption of ASU 2024-02 did not have a material impact on the Company as there are no references to concept statements.

Recently Issued and Not Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted using either a prospective or retrospective transition method. The Company expects ASU 2023-09 to require additional disclosures in the notes to its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which will require disaggregated disclosures in the notes to the financial statements of certain categories of expenses, including purchases of inventory, employee compensation, and depreciation and amortization, that are included in expense line items within the statement of operations. ASU 2024-03 will be applied prospectively; however, retrospective application is permitted. ASU 2024-03, as clarified in ASU 2025-01, Clarifying the Effective Date, requires public business entities to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of ASU 2024-03 on its disclosures in the notes to its financial statements.

3. Business Combinations

Atomic Alchemy

On February 28, 2025, the Company acquired Atomic Alchemy's common stock in a business combination for its radioisotope business located in the United States. The purchase price of $28,424 was comprised of (i) a cash portion of $900, net of cash acquired, paid at the acquisition date to certain Atomic Alchemy equity holders for their respective portion of the consideration, and (ii) the issuance of 820,840 shares of the Company's common stock representing stock consideration in exchange of Atomic Alchemy's common stock. At the acquisition date, the Company's common stock public trading price of $33.39 per share was used to measure the stock consideration of $27,408.

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

The composition of the purchase price is as follows:

The Company incurred $332 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded in general and administrative expenses on the condensed consolidated statements of operations.

The estimated fair values of assets acquired and liabilities assumed are preliminary and the Company continues to gather information to properly identify and measure all acquired assets and liabilities. The preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition date based upon their respective fair values as summarized below:

The Company utilized an independent appraisal firm to assist in the determination of the fair values of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates. The preliminary fair value of the indefinite-lived intangible assets representing in-process research and development projects ("IPR&D") were valued using a pre-tax royalty for the hypothetical use of a trade name for a selected royalty rate based on a market licensing agreement bench marketing analysis.

The IPR&D consisted oftwo separate projects, Abundantia and Meitner. Abundantia’s preliminary fair value assigned of $4,600 is expected to produce revenue potentially as early as 2026 from the sale of purified radium and other desired radioisotopes produced via irradiation. Meitner’s preliminary fair value of $22,900 is a later stage project which will produce for sale isotopes that are prepared and irradiated into radioisotopes in Versatile Isotope Production Reactors (“VIPR”), which is a thermal pool-type nuclear reactor. Each project has a different risk profile, cash flows, and its own unique process. Abundantia is expected to produce revenue upon completion of a lab with its fair value determined using a risk-adjusted cash flow approach applied to its potential cash flows, subject to certain possession permit required by the NRC. Meitner is expected to produce revenue once a facility is constructed with its fair value determined using a risk-adjusted cash flow approach applied to its cash flows, subject to approval of an application for a construction license and operating license by the NRC. There was no estimated useful life assigned given the assets are IPR&D.

The excess of the purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from the acquisition. Goodwill is recorded as a noncurrent asset that is not amortized but is subject to an annual review for impairment. Goodwill isnot deductible for tax purposes.

The results of operations of Atomic Alchemy are included in the condensed consolidated financial statements beginning on February 28, 2025, the acquisition date. For the three and six months ended June 30, 2025, the condensed consolidated statements of operations includeno revenue and animmaterial amount of loss from operations for Atomic Alchemy. The Company has not presented supplemental pro forma revenue (no revenue has been generated) and earnings of the combined business as the acquisition of Atomic Alchemy is not material to the Company's condensed consolidated financial statements.

Recapitalization

On May 9, 2024, in connection with the Recapitalization, the Company issued 43,099,811 shares of its common stock in accordance with the Merger Agreement (consisting of 12,500,000 shares representing the AltC founder shares that were subject to forfeiture pursuant to certain vesting events, all of which was vested as of December 31, 2024,1,450,000 shares issued in exchange for AltC private placement shares, and 29,149,811 shares to the AltC public stockholders that represented the common stock subject to redemption held by the AltC stockholders immediately before the closing), for the net assets from the Recapitalization totaling $260,860, as reflected on the condensed consolidated statement of stockholders' equity (deficit) for the six months ended June 30, 2024.

In connection with the Recapitalization, the Company issued 8,407,894 shares of its common stock upon conversion of the SAFEs reflecting a change in fair value upon conversion totaling $84,138, as reflected on the condensed consolidated statement of stockholders' equity (deficit) for the six months ended June 30, 2024.

4. Balance Sheet Components

Prepaid and Other Current Assets

Prepaid and other current assets are summarized as follows:

Prepaid expenses include prepaid consulting fees, insurance premiums, rent and other charges. Cost-share receivables refer to the monetary assets obtained by the Company through several research and development cost-share projects related to nuclear recycling technology awarded by the DOE’s Advanced Research Projects Agency – Energy (ARPA-E). Accrued interest receivables represent interest from marketable debt securities earned and not received. Refundable deposit represents an advance payment for the grant of a right to purchase certain land, subject to certain conditions.

Prepaid expenses are amortized over the straight-line method over the contract term. Cost-share receivables are recorded as eligible costs are incurred. The refundable deposit will either be applied to the final purchase price of the land or refunded no later than December 31, 2025.

Property and Equipment, Net

Property and equipment, net are summarized as follows:

Included in property, plant, and equipment is construction in progress. Costs related to construction of large capital projects are accumulated in construction in progress until the project is complete, as well as equipment that is not yet placed in service. A construction project is considered substantially complete upon the cessation of construction and development activities. Once the project is substantially complete and ready for its intended use these costs will be amortized over the asset's estimated useful life.

Depreciation and amortization expenses for the three months ended June 30, 2025 and 2024 totaled $125 and $63, respectively. Depreciation and amortization expenses for the six months ended June 30, 2025 and 2024 of $249 and $112 , respectively.

Accrued Expenses and Other

Accrued expenses and other are summarized as follows:

5. Leases

As of June 30, 2025, the Company had commercial real estate lease agreements for office space under operating leases.

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

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

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

The components of operating lease costs were as follows:

(1)Month-to-month lease arrangements for the three months ended June 30, 2025 and 2024 of $80 and $46, respectively, and six months ended June 30, 2025 and 2024 of $151 and $86, respectively, are included in the captions within operating lease costs.

The minimum lease payments below do not include common area maintenance charges, which are contractual obligations under the Company’s lease, but are not fixed and can fluctuate from year to year and are expensed as incurred. Common area maintenance charges for the three months ended June 30, 2025 and 2024 of $52 and $20, respectively, and six months ended June 30, 2025 and 2024 of $95 and $41, respectively, are included in operating expenses on the condensed consolidated statements of operations.

Maturities of the operating lease liabilities are summarized as follows as of June 30, 2025:

6. Financial Instruments

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

(1) There wasno allowance for expected credit losses on available-for-sale marketable debt securities as of June 30, 2025 as the unrealized losses were deemed to be temporary in nature.

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

(1) There wasno allowance for expected credit losses on available-for-sale marketable debt securities as of December 31, 2024 as the unrealized losses were deemed to be temporary in nature.

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

The following table shows the fair value of the Company’s marketable debt securities, by contractual maturity, as of June 30, 2025:

7. Simple Agreements for Future Equity

The Company issued SAFEs prior to the Recapitalization, where the SAFEs allowed investors to purchase equity at a negotiated price at the time of each investor’s entry into such agreement with each investor receiving equity in the future with no set time for conversion. The SAFEs converted in connection with the Recapitalization. Prior to the conversion, the SAFEs were classified as a liability under ASC 480, Distinguishing Liabilities from Equity.

No SAFEs were issued during the six months ended June 30, 2025. During the six months ended June 30, 2024, the Company issued SAFE notes in exchange for aggregate cash proceeds of $10,232.

Fair Value Measurements

Prior to the SAFEs conversion, they were measured at fair value on a recurring basis using significant unobservable inputs based upon a three-tier hierarchy under the authoritative guidance (Level 3) at each reporting period-end, with changes in the fair value recognized on the condensed consolidated statements of operations. The change in fair value during the three and six months ended June 30, 2024 was $11,071 and $27,864, respectively.

8. Right of First Refusal Liability

On February 16, 2024, the Company entered into a letter of intent (the “LOI”) with an unrelated third party (the “third party”) for the purchase of power from the Company’s planned powerhouses to serve certain data centers in the U.S. on a 20-year timeline, and at a rate to be formally specified in one or more future Power Purchase Agreement(s) (each a “PPA”) (subject to the requirement that the price meets the market rate, discount and most favored nation terms contained in the agreement). In addition, the third party will have the right to renew and extend PPAs for additional 20-year terms.

The LOI provides for the third party to have a continuing right of first refusal for a period of thirty-six (36) months following its execution to purchase energy output produced by certain powerhouses developed by the Company in the U.S., subject to certain provisions and excluded powerhouses, for power capacity of no less than 100 MWe of energy output and up to cumulative maximum of 500 MWe of total energy output (the “ROFR”). 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. The third party can assign its rights under the LOI, in whole or in part, at any time. As of June 30, 2025, the outstanding balance under the right of first refusal liability was $25,000, as reflected on the condensed consolidated balance sheets.

9. Stockholders’ Equity (Deficit)

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 shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by affirmative vote of the holders of a majority of the stock of the Company entitled to vote. There areno shares of preferred stock issued and outstanding.

Exercise of Stock Options – 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. During the three and six months ended June 30, 2024, the Company issued shares of its common stock upon the exercise of stock options totaling 0 and 1,345,625, respectively, with proceeds ofnone and $440, respectively, as reflected on the condensed consolidated statements of stockholders' equity (deficit).

Common Stock Public Offering – On June 16, 2025, the Company raised gross proceeds of $460,000 pursuant to a firm commitment underwritten public offering of 7,666,667 shares of the Company’s common stock (6,666,667 shares were issued on June 16, 2025 and an additional 1,000,000 shares were issued pursuant an exercise on June 13, 2025 in connection with the underwriters’ exercise of a 30-day overallotment option in full), at a public offering price of $60.00 per share. The Company received net proceeds of $441,600 upon the issuance of its common stock, as reflected on the condensed consolidated statements of cash flows (net of underwriting discounts and commissions totaling of $18,400 and other offering costs of $1,498 payable by the Company, representing $440,102 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,42,866 and 177,698 shares of the Company’s common stock during the three and six months ended June 30, 2025, respectively, as reflected on the condensed consolidated statements of stockholders’ equity.

Common Stock Withheld for Taxes– The Company withheld 66,724 shares of its common stock upon issuance of vested restricted units, representing a payment for taxes of $1,595 during the six months ended June 30, 2025.

10. Stock-Based Compensation

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

(1) Three and six months ended June 30, 2024 includes $7,784 of incremental costs of the modification of Legacy Oklo’s awards for the vested options-holders’ contingent right to receive a pro rata share of the Company's common stock upon the consummation of the Recapitalization.

Effective on April 1, 2025, the Company modified a common stock award for one employee from a performance-based vesting condition to time-based vesting condition that provides for equal monthly vesting over five years. The incremental cost of $10,234 will be recognized over five years.

During the six months ended June 30, 2025, approximately 1,600,000 shares were granted to acquire shares of the Company's common stock (consisting of restricted stock and restricted stock units) with a grant date fair value of approximately $55,000, under its stock-based compensation plan.

Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards as of June 30, 2025 were as follows:

11. Income Taxes

The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments.

The Company's income tax provision effective tax rate for the three months ended June 30, 2025 and 2024 was (1.5)% and (0.6)%, respectively. The Company's income tax benefit and provision effective tax rate for the six months ended June 30, 2025 and 2024 was 10.3% and (0.3)%, respectively.

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. During the six months ended June 30, 2025 and 2024, the Company recorded an income tax benefit and expense of $3,980 and $164, respectively, as a result of discrete items that occurred in the interim period, which caused the quarterly and year-to-date effective tax rate (“ETR”) to change from the Company’s historical annual ETR. Based upon the Company’s historical operating losses and the uncertainty of future taxable income, the Company had provided a valuation allowance against most of the deferred tax assets as of June 30, 2025 and 2024.

As of June 30, 2025 and 2024, 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 an adjustment to the valuation allowance. No interest and penalties related to the unrecognized tax benefits are accrued.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act") was signed into law. The Act makes permanent key elements of the U.S. Tax Cuts and Jobs Act of 2017, including bonus depreciation and domestic research cost expensing. The Company is currently evaluating the impact of the Act upon our future effective tax rate, tax liabilities, and cash taxes.

12. Commitments and Contingencies

Contract Commitments

The Company enters into contracts in the normal course of business with third-party contract research organizations, contract development and manufacturing organizations and other service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Lease Option Agreement

The Company entered into a non-assignable (unless agreed to the parties) lease option agreement (the “Lease Option”) where it agreed to pay $10 per month (the “option payment(s)”), starting on January 1, 2025 and automatically expiring on January 1, 2026 (the “option term”). The Company may terminate the Lease Option after July 1, 2025 with one-month written notice. As consideration for the Lease Option, the Company is required to pay $70 if the Company exercises its early termination provision, otherwise the required payments will be $120 during the option term. As consideration for the option payment(s), the Company has an exclusive right to enter into a definitive lease agreement for certain property during the option term. If a definitive lease agreement is entered into during the option term, the option payment(s) will be credited against the required lease payments under the definitive lease agreement, otherwise they will be non-refundable except for a default under the Lease Option.

Contingencies

From time to time, the Company may become involved in litigation matters arising in the ordinary course of business. The Company is not a party to any legal proceedings, nor is it aware of any material pending or threatened litigation. There wereno contingent liabilities as of June 30, 2025.

13. Segment Information

The Company reviews consolidated results to assess performance, make decisions, and allocates operating and capital resources of the Company as a whole; therefore, there is onlyone reportable segment. The Company uses net loss to allocate resources, along with using that measure as a basis for evaluating financial performance by comparing the actual results with historical budgets.

Significant segment expenses included within reported measure of segment profit or loss are research and development and general and administrative. Other segment items are represented by change in fair value of simple agreements for future equity, interest and dividend income and income taxes.

The condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024, reflect the significant segment expenses and other segment items, as well as the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, for theone reportable segment.

14. Related Party Transactions

On June 25, 2025, the Company entered into an agreement under which M. Klein & Company, through its affiliate, The Klein Group LLC, will provide financial advisory and strategic services. Mr. Michael Klein, who currently serves as a director of the Company, maintains a direct controlling interest in M. Klein & Company. The advisory agreement is for a term ofone year and requires the Company to pay a $250 quarterly retainer fee, in addition to other potential fees depending on the outcomes of certain transactions. There were no payments made during the six months ended June 30, 2025

15. Subsequent Events

The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC and determined that there have been no material subsequent events which affected, or could affect, the amounts or disclosures on the condensed consolidated financial statements.