Oklo Inc.

(in thousands, except share data and amounts, and exchange ratio)

1. Nature of Operations and Organization

Oklo Inc. (the "Company" or "Oklo"), a Delaware corporation, and its subsidiaries are developing advanced fission power plants to provide clean, reliable, and affordable energy at scale. Oklo Technologies, Inc., a Delaware corporation and wholly owned subsidiary of Oklo Inc., was incorporated on July 3, 2013. Prior to the Recapitalization (as defined below), Oklo Technologies, Inc. was formerly known as Oklo Inc. (referred to herein as “Legacy Oklo”).

The Company plans to commercialize its metal-fueled fast reactor technology with the Aurora powerhouse product line. The Aurora product line is designed to produce from 15 and up to 75 megawatts of electricity (“MWe”) on fresh, recycled, or down-blended nuclear fuel. Advanced fission technology built on a deep history of successful operation, first demonstrated by the Experimental Breeder Reactor-II (“EBR-II”), which sold and supplied power to the grid and showed effective used nuclear fuel recycling capabilities over 30 years of operation. The Company is also commercializing nuclear fuel recycling, fuel fabrication technology that can convert used nuclear fuel into usable fuel for its reactors, and the production of radioisotopes.

Business Combinations

On May 9, 2024, the Company consummated a business combination with AltC Acquisition Corp. (“AltC”), pursuant to an Agreement and Plan of Merger and Reorganization dated July 11, 2023 (as amended, modified, supplemented, or waived, the “Merger Agreement”), resulting in a reverse recapitalization (the “Recapitalization”). Legacy Oklo was treated as the accounting acquirer, and AltC was renamed Oklo Inc. The transaction had no impact on previously reported net loss, cash flows, or total assets. See Note 3—Business Combinations—Recapitalization for additional information.

On February 28, 2025, the Company acquired Atomic Alchemy Inc. ("Atomic Alchemy"), to combine its expertise in building and operating fast reactors and nuclear fuel recycling with Atomic Alchemy’s expertise in its radioisotope business to meet the increasing demands for radioisotopes in medical, energy, industry, defense, and artificial intelligence applications. See Note 3—Business Combinations—Atomic Alchemy for additional information.

Liquidity and Capital Resources

As of December 31, 2025, the Company’s cash, cash equivalents and marketable debt securities were $1,412,539. The Company continues to incur significant operating losses. For the year ended December 31, 2025, the Company had a net loss of $105,663, loss from operations of $139,294 and net cash used in operating activities of $82,174. As of December 31, 2025, the Company had an accumulated deficit of $240,772.

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

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Segment Information

The Company has viewed its financial information on an aggregate basis for the purposes of evaluating financial performance and allocating the Company’s resources. The Company’s principal business consists primarily of research and development and deployment activities for its planned or in-process powerhouses, nuclear fuel recycling and fuel fabrication facilities, and its radioisotope production facilities. Accordingly, the Company has determined that it conducts its business inone operating andone reportable segment. For more information about the Company’s single operating and reportable segment, See Note 14—Segment Information.

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Principles of Consolidation

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

Use of Estimates

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

Risk and Uncertainties

The Company is subject to continuing risks and uncertainties amidst a range of supply chain, construction, and design complexities and in connection with the market dynamics around fuel costs and the current macroeconomic environment, including as a result of inflation, instability in the global banking system, trade policy (including tariffs, export controls, and sanctions), and geopolitical factors. At this point, the extent to which these effects may impact the Company’s future financial condition or results of operations is uncertain, and as of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the update of any estimates or judgments or an adjustment of the carrying value of any assets or liabilities. These estimates may change as new events occur and additional information is obtained and will be recognized in the consolidated financial statements as soon as they become known.

Net Loss Per Common Share

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

The outstanding potentially dilutive common stock equivalents as of December 31, 2025 and 2024 for: (1) options to purchase shares of common stock of 6,468,440 and 9,470,382, respectively, (2) unvested restricted stock of 640,125 andnone, respectively, and (3) unvested restricted stock units of 2,423,478 and 1,252,166, respectively, have been excluded from the calculation of diluted net loss per common share due to their anti-dilutive effect.

Cash and Cash Equivalents

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

Marketable Debt Securities, Available-for-Sale

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. The cost of marketable debt securities is adjusted for accretion of discounts and amortization of premiums to maturity. Such accretion and amortization, as well as interest and dividends, are included in interest and dividend income. The cost of securities sold is determined using the specific identification method. Unrealized gains and

F - 10 losses on marketable debt securities classified as available-for-sale are recognized in other comprehensive (loss) income on the consolidated statements of comprehensive loss.

Marketable debt securities are subject to a periodic impairment review. If the Company does not intend to sell and it is not more likely than not that it will be required to sell the security prior to recovery of its amortized cost basis, it will determine whether a decline in fair value below the amortized cost basis is due to credit-related factors. The credit loss is measured as the amount by which the debt security’s amortized cost basis exceeds the estimate of the present value of cash flows expected to be collected, up to the difference between the amortized cost basis and the fair value. Impairment is assessed at the individual security level. Credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment to investment income, net, in the consolidated statements of operations and comprehensive loss. Any impairment that is not credit-related is recognized in accumulated other comprehensive income in the consolidated balance sheets.

The Company does not separately measure an allowance for credit losses on accrued interest receivables on its marketable debt securities. Accrued interest receivable on available-for-sale marketable debt securities for U.S. Treasury securities are recorded in prepaid expenses and other current assets on the consolidated balance sheets. Interest receivables on available-for-sale marketable debt securities for U.S. Treasury securities (representing U.S. Treasury notes and U.S Treasury bills) and commercial paper are recorded directly within marketable debt securities on the consolidated balance sheets.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and marketable debt securities. The Company’s policy is to invest cash in institutional money market funds and marketable debt securities of the U.S. government to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable debt securities in money market funds and U.S. treasury securities. A portion of the Company’s operating cash is held in accounts in excess of the Federal Deposit Insurance Corporation insurance limits; however, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain principal and maximize liquidity. The Company has not experienced any losses on cash equivalents and marketable debt securities.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Expenditures for repairs and maintenance that do not improve or extend the life of the assets are expensed as incurred. When property, plant and equipment are sold or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the respective accounts, and any resulting gains or losses are included on the consolidated statements of operations. Leasehold improvements are capitalized and amortized over the shorter of the lease term of the respective leases or estimated useful life of the asset, which includes reasonably certain renewal options.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. No impairment losses were recognized on any long-lived assets during the years ended December 31, 2025 and 2024.

Indefinite-Lived Intangible Assets

Intangible assets with indefinite lives consist of in-process research and development ("IPR&D") from the Company’s acquisition of Atomic Alchemy. See Note 3—Business Combinations—Atomic Alchemy for additional information. These assets are tested annually for impairment in the fourth quarter each year, or whenever events or circumstances indicate that the carrying amount may not be recoverable, until completion or abandonment of research and development efforts associated with the projects. If potential impairment is identified, the process of evaluating the potential impairment of these assets involves significant judgment regarding estimates of the future cash flows associated with each asset. Upon

F - 11 successful completion of each project, the IPR&D intangible asset is reclassified as a finite-lived intangible asset and amortized over the remaining useful life.

Goodwill

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

Other Investments

Investments in which the Company does not have the ability to exercise significant influence and does not have readily determinable fair values, are recorded at cost minus impairment, plus or minus changes from observable price changes in orderly transactions for identical or similar investments of the same issuer, in accordance with the measurement alternative described in Accounting Standards Codification (“ASC”) 321, Investments–Equity Securities. See Note 4—Balance Sheet Componentsfor further information.

As part of the Company’s policy to maximize return on strategic investment opportunities, while preserving capital and limiting downside risk, the Company may at times enter into equity investments or simple agreements for future equity. The nature and timing of the Company’s investments will depend on available capital at any particular time and the investment opportunities identified and available to the Company. However, the Company generally does not make investments for speculative purposes and does not intend to engage in the business of making other investments.

Leases

The Company has lease arrangements for its offices and facilities. The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right-of-use (“ROU”) to an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Leases are recorded as an operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets.

Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the expected lease term, including options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company uses the discount rate implicit in the lease unless that rate cannot be readily determined. In that case, the Company uses its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term. Lease ROU assets consist of the initial measurement of lease liabilities, any lease payments made to lessor on or before the lease commencement date, adjusted for any lease incentives received, and any initial direct costs incurred by the Company.

Operating lease expense for lease payments is recognized on a straight-line basis over the expected lease term. There were no finance leases as of December 31, 2025 and 2024.

Fair Value Measurements

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. There were no transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements.

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

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities and investments in U.S. treasury securities and money market funds.

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Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, as corroborated by market data.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

The Company’s cash and cash equivalents, prepaid and other current assets, accounts payable, and accrued expenses and other approximate their fair value due to the short-term nature of these assets and liabilities. The Company’s marketable debt securities are classified as Level 1 or Level 2 assets. See Note 6—Financial Instrumentsfor further information.

Research and development represent costs incurred to develop the Company’s technologies. These costs consist of personnel costs, including salaries, employee benefit costs, bonuses and stock-based compensation expenses, software costs, computing costs, hardware and experimental supplies and prototyping, and expenses for outside engineering contractors for analytical work and consulting costs, as well as depreciation and amortization expense for capitalized assets associated with these functions. The Company expenses all research and development costs in the periods in which they are incurred.

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

Cost-Share Projects

The Company has certain cost-share reimbursable projects for several research and development (“R&D”) projects related to nuclear recycling technologies awarded by the DOE’s Advanced Research Projects Agency-Energy (“ARPA-E”) (the “cost-share projects”) where the Company elected to record the reimbursements on a net presentation basis based on the period in which the expense was incurred and reimbursable under the guidelines of the cost-share projects on the consolidated statements of operations. Additionally, reimbursable R&D expenses for equipment purchased under the guidelines of the cost-share projects are offset to the cost basis of the equipment, resulting in no carrying value for the property, plant and equipment on the consolidated balance sheets and no reported cash flows. In the event the equipment is sold upon completion of the cost-share projects, the Company may be obligated to reimburse the DOE in the event the proceeds are in excess of $5 per asset, which at such time, if applicable, will be reported on a net presentation basis with no gain recognized and no cash flows.

Stock-Based Compensation

The Company accounts for stock-based compensation by measuring and recognizing expense for all stock-based awards made to employees and non-employees based on the estimated grant-date fair values for all stock-based compensation arrangements. The Company recognizes stock-based compensation over each recipient’s requisite service period, which is generally the vesting period. The Company has elected to recognize actual forfeitures by reducing the stock-based compensation in the same period as the forfeitures occur. The Company estimates the fair value of stock options granted to employees and non-employees using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the Legacy Oklo’s common stock fair value and the Company’s common stock fair value, expected volatility, expected dividend yield, risk-free rate of return, and the expected term. The Company classifies stock-based compensation costs in the same manner in which the award recipient’s cash compensation cost is classified on the consolidated statements of operations. See Note 10—Stock-based Compensationfor further information.

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Income Taxes

Because the Company has not generated revenue from the sale of power from its powerhouses or sales of radioisotopes and is anticipated to remain as such for the next several years, income taxes have been minimal to date. The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The amendments, among other items, require (i) additional disaggregation of income taxes paid by jurisdiction, (ii) enhanced effective tax rate reconciliation disclosures with specified categories and further disaggregation when quantitative thresholds are met, and (iii) incremental disclosures about income taxes in certain circumstances. The Company is adopting ASU 2023-09 in its annual financial statements in the current year ended December 31, 2025. The Company is applying the amendments retrospectively to all periods presented upon adoption. The amendments primarily impact disclosures and do not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

Recently Issued and Not Adopted Accounting Standards

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

In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal‑Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal‑Use Software, which updates the guidance for capitalization of internal‑use software costs, including clarifications to the criteria for capitalizing configuration, development, and implementation activities. ASU 2025-06 is effective for the Company beginning with interim reporting for fiscal year 2029. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-06 on its accounting policies and related disclosures.

In December 2025, the FASB issued ASU 2025‑10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides updated guidance on how to recognize, measure, and present government grants. ASU 2025‑10 is effective for the Company for annual periods beginning after December 15, 2028, including interim periods within those periods using a modified prospective, modified retrospective, or full retrospective transition

F - 14 approach. Early adoption is permitted. The Company is currently assessing the effect of ASU 2025-10 on its financial statements.

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

Reclassifications

Certain prior year amounts have been reclassified to conform to current period presentation. These reclassifications were immaterial, both individually and in aggregate. These changes did not impact previously reported loss from operations or net loss.

3. Business Combinations

Atomic Alchemy

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

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

The composition of the purchase price is as follows:

The Company incurred $410 in transaction costs related to the acquisition, which primarily consisted of legal and accounting expenses. The acquisition-related expenses were recorded in general and administrative expenses on the consolidated statements of operations.

During the fourth quarter of 2025, the Company adjusted the purchase price allocation as a result of certain measurement period adjustments to the acquired assets and liabilities assumed. The Company finalized its measurement period accounting after filing Atomic Alchemy's short year 2025 federal and state income tax returns, and following revisions to internal estimates and new information obtained about facts and circumstances that existed as of the Acquisition Date. The measurement period adjustments included a decrease in deferred tax liabilities of $99 with a corresponding decrease to goodwill.

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

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

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

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

The results of operations of Atomic Alchemy are included in the consolidated financial statements beginning on the Acquisition Date. For the year ended December 31, 2025, the consolidated statements of operations includeno revenue and animmaterial amount of loss from operations for Atomic Alchemy. The Company has not presented supplemental pro forma revenue (as no revenue has been generated) and earnings of the combined business as the acquisition of Atomic Alchemy is not material to the Company’s consolidated financial statements.

Recapitalization

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

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

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

4. Balance Sheet Components

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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, and construction deposits.

Prepaid expenses are amortized over the straight-line method over the contract term. Construction deposits are reclassified to construction in progress and capitalized when the related work is performed.

Property, Plant and Equipment, Net

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

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

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

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

Other Assets

Other assets are summarized as follows:

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

Accrued Expenses and Other

Accrued expenses and other are summarized as follows:

5. Leases

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

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

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

Variable lease expense includes lease payments that vary based on usage or performance and are not fixed at lease commencement. Payments for services such as maintenance, utilities, and real estate taxes are accounted for as non-lease components and expensed as incurred.

The components of operating lease costs were as follows:

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

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

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

6. Financial Instruments

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

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

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

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

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

(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.

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

7. Simple Agreements for Future Equity

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

During the year ended December 31, 2024, the Company issued simple agreements for future equity in exchange for aggregate cash proceeds of $10,232. No simple agreements for future equity were issued during the year ended December 31, 2025.

Fair Value Measurements

Prior to the simple agreements for future equity conversion, they were measured at fair value on a recurring basis using significant unobservable inputs based upon a three-tier hierarchy under the authoritative guidance (Level 3) at each reporting period-end, with changes in the fair value recognized on the consolidated statements of operations. The change in fair value during the year ended December 31, 2024 was $27,864 as reflected on the consolidated statements of operations.

8. Right of First Refusal Liability

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

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

The LOI provides for the third party to have a continuing right of first refusal for a period of thirty-six (36) months following its execution to purchase energy output produced by certain powerhouses developed by the Company in the U.S., subject to certain provisions and excluded powerhouses (the “ROFR”). In exchange for the ROFR and other rights contained in the LOI, in March 2024, the third party paid the Company $25,000 (the “Payment”). In connection with the Payment, the Company agreed to supply power at a discount to the most favored nation pricing that the Company is required to provide to the third party in a future PPA (location to be determined); provided, that pricing set out in a PPA will include an additional discount if needed such that the total savings against most favored nation pricing over the course of the PPA is equivalent to the Payment. The Payment is effectively a nonrefundable upfront payment that will be attributed to future power delivery. As of December 31, 2025, the outstanding balance under the right of first refusal liability was $25,000, as reflected on the consolidated balance sheets.

9. Stockholders’ Equity

Pursuant to the Second Amended and Restated Certificate of Incorporation of the Company dated May 9, 2024, the Company is authorized to issue 501,000,000 shares of all classes of capital stock consisting of (i)500,000,000 shares of Class A common stock, par value of $0.0001 per share ("common stock"), and (ii)1,000,000 shares of preferred stock, par value of 0.0001 per share. Subject to the special rights of the holders of any outstanding series of preferred stock, the number of shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by affirmative vote of the holders of a majority of the stock of the Company entitled to vote. There are no shares of preferred stock issued and outstanding.

Common Stock

The holders of common stock haveone vote for each share of common stock held of record by such holder as of the applicable record date. Subject to the special rights of holders of any outstanding preferred stock to elect directors, there were seven (7) directors at the time of filing the Restated Certificate of Incorporation. Thereafter, the number of directors will be exclusively fixed from time to time by resolution of a majority of the Company’s board of directors (the “Board”). Subject to the special rights of holders of any outstanding series of preferred stock to elect directors, the Board is divided into three classes with the term of each director expiring on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected, as follows: Class I, with a term expiring at the first annual meeting; Class II, with a term expiring at the second annual meeting; and Class III, with a term expiring at the third annual meeting.

Reserve of Common Stock – As of December 31, 2025, the Company reserved the following shares of its common stock: (i)6,468,440 shares of common stock issuable upon the exercise of outstanding options under the Oklo Inc. 2016 Stock Incentive Plan (the “Legacy Oklo 2016 Plan”); (ii)12,805,133 shares of common stock issuable for potential future awards, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc. 2024 Equity Incentive Plan (the “2024 Plan”); and (iii)2,441,926 shares of common stock authorized for future issuance, subject to certain annual increases commencing on January 1, 2025 and ending on January 1, 2034, under the Oklo Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”). See Note 10—Stock-based Compensationfor further details of the Legacy Oklo 2016 Plan, the 2024 Plan and 2024 ESPP.

Equity Offering

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

ATM Programs

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

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June ATM Program, the Company agreed to pay the sales agents commissions at a rate equal to 2.5% of the aggregate gross proceeds from each sale of shares. From August 2, 2025 to August 27, 2025, the Company sold 5,458,953 shares of its common stock through the sales agents at an average price of $73.27 per share, resulting in aggregate gross proceeds of $400,000.

Under the June ATM Program the Company filed a new prospectus supplement on September 3, 2025, increasing the aggregate offering amount by up to $139,999 bringing the total potential aggregate gross proceeds under the updated June ATM Program to approximately $539,999. From September 5, 2025 to September 11, 2025, the Company sold 1,925,066 shares of its common stock through the sales agents at an average price of $72.72 per share, resulting in aggregate gross proceeds of $139,999. No additional shares will be sold under this June ATM Program unless an additional prospectus supplement is filed.

On December 4, 2025, the Company entered into an sales agreement with sales agents pursuant to which the Company may offer and sell, from time to time and at its sole discretion, shares of its common stock up to an aggregate gross sales price of $1,500,000 in an ATM offering (the "December ATM Program"). During December 2025, the Company sold 3,397,872 shares of common stock through the sales agents at an average price of $88.29 per share, resulting in aggregate gross proceeds of $300,000. Under the December ATM Program, the Company agreed to pay the sales agents commissions at a rate equal to 1.5% of the aggregate gross proceeds from each sale of shares. The December ATM Program remains open and additional shares can be sold.

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

Stock Plans

Exercise of Stock Options – During the year ended December 31, 2025, the Company issued shares of its common stock upon the exercise of stock options totaling 2,759,216, with proceeds of $4,028, as reflected on the consolidated statements of stockholders’ equity. During the year ended December 31, 2024, the Company issued shares of its common stock upon the exercise of stock options totaling 2,256,157, with proceeds of $1,044, as reflected on the consolidated statements of stockholders’ equity.

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

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

Issuance of Common Stock Related to Earnout Awards – In connection with the Recapitalization, as discussed in Note 3, the Company issued 14,699,794 shares of its common stock related to the Earnout Shares during the year ended December 31, 2024 as a result of certain earnout triggering events, including 433,348 shares of its common stock that were attributable to Legacy Oklo vested options. See Note 10—Stock-based Compensation for further details.

10. Stock-based Compensation

Legacy Oklo 2016 Plan – Under the Legacy Oklo 2016 Plan only stock options have been awarded. The options with a time-based vesting schedule vest at the rate of 20% per year over a period of 5 years, beginningone year following the related grant date, and expireten years from the date of the grant. Options with milestone-based vesting vest upon completion of milestones specific to each grant. Effective as of May 9, 2024, the Company is no longer issuing new awards under the Legacy Oklo 2016 Plan. As of December 31, 2025, options to purchase 6,468,440 shares of common stock were outstanding under the Legacy Oklo 2016 Plan.

2024 Plan – The 2024 Plan provides for the issuance of stock options (which may be incentive stock options or nonqualified stock options) stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”) and other stock-based awards to eligible employees, consultants, advisors and non-employee directors. Awards under the 2024 Plan cover shares of common stock. Stock options and SARs granted pursuant to the 2024 Plan are subject to a maximum term of ten (10) years. Since the 2024 Plan’s inception, only RSUs have been awarded under the 2024 Plan. The 2024 Plan

F - 22 will terminate automatically ten (10) years after its adoption by the Board. As of December 31, 2025,2,857,390 restricted stock units were outstanding under the 2024 Plan, of which 433,912 have vested and 2,423,478 remain unvested.

2024 ESPP – The 2024 ESPP provides eligible employees with an opportunity to purchase common stock from the Company at a pre-determined discounted price and to pay for such purchases through payroll deductions or other approved contributions during “offering periods” under the 2024 ESPP. The 2024 ESPP will terminate automatically twenty (20) years after its adoption by the Board. As of December 31, 2025, the Company hasnot granted any rights to purchase common stock under the 2024 ESPP.

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

Expected Volatility – Legacy Oklo determined volatility based on the historical volatilities of comparable publicly traded companies over a period equal to the expected term because it has no trading history for its common stock price. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding volatility on its own stock becomes available. For certain stock option award modifications during 2025, the expected volatility was based on evaluating the Company’s implied volatility given sufficient historical information regarding volatility was available.

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

Risk-free Interest Rate – The Company applies the risk-free interest rate based on the U.S. Treasury yield in effect at the time of the grant consistent with the expected term of the award.

Expected Term – The Company calculated the expected term using the simplified method. This method uses the average of the contractual term of the option and the weighted-average vesting period in accordance with authoritative guidance.

Fair Value of Common Stock –The grant date fair market value of the Legacy Oklo shares of common stock underlying stock options has historically been determined by the Legacy Oklo’s board of directors (the “Legacy Oklo Board”). Prior to the Recapitalization, there was no public market for the Company’s common stock, therefore, the Legacy Oklo Board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included contemporaneous valuations performed by a third-party. After the Recapitalization, the closing price of the common stock on the NYSE is used as the fair value of the Company’s common stock for the issuance of restricted stock.

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

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

The aggregate grant date fair values of stock options granted during the year ended December 31, 2024 was $1,108. The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2024 was $3.15. No stock options were granted during the year ended December 31, 2025.

The intrinsic value for stock options exercised represents the difference between the fair value based on the valuation of the shares of common stock as of the reporting date and the exercise price of the stock option. The total intrinsic values of stock options exercised during the years ended December 31, 2025 and 2024 were $188,386 and $28,537, respectively. The total fair value of stock options vested during the years ended December 31, 2025 and 2024 were $4,183 and $2,916, respectively.

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

Effective on April 1, 2025, the Company modified a stock option award for one employee from a performance-based vesting condition to time-based vesting condition that provides for equal monthly vesting over five years. This modification resulted in incremental stock‑based compensation cost of $10,234.

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

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

During 2025, the Company approved modifications to equity awards in connection with employee termination events. These modifications included the acceleration of vesting for certain stock options fortwo former employees, full vesting of outstanding RSU awards, and an extension of the post‑termination exercise period forone former employee. These modifications altered the vesting conditions of the affected awards. This modification resulted in incremental stock‑based compensation cost of $4,765.

The Company also approved a modification to an equity award for an employee who transitioned to a consulting arrangement during 2025. In connection with this change in employment status, the Company accelerated vesting of the employee’s restricted stock unit awards and certain stock options along with the replacement of the employees’ unvested outstanding on stock options with an equivalent number of restricted stock unit awards subject to vesting over the consulting service period. These changes altered both the form and vesting conditions of the awards. This modification resulted in incremental stock‑based compensation cost of $10,832.

In connection with the Recapitalization on May 9, 2024, as discussed in Note 3, the Company recorded incremental stock-based compensation cost related to the modification of Legacy Oklo vested options that were outstanding at that time, reflecting the holders’ contingent right to receive a pro rata share of the Earnout Shares. This modification resulted in incremental stock‑based compensation cost of $7,784.

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

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

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

11. Income Taxes

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

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

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The Company regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history, and expected future taxable income on a jurisdiction by jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the income tax (benefit) in the period in which such determination is made. Due to the uncertainty surrounding their realization, the Company has recorded a valuation allowance primarily against its deferred tax assets up to certain deferred tax liabilities as of December 31, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law, introducing significant changes to U.S. corporate income tax provisions. The effects of changes in tax laws are recognized in the period of enactment, which were primarily related to amendments to Section 174. The impact of OBBBA on income tax (benefit) expense for the year ended December 31, 2025 was not material.

As of December 31, 2025 and 2024, the Company’s unamortized capitalized R&D expenses of approximately $76,130 and $26,770, respectively, will be amortized in varying amounts through 2034 for tax purposes. As of December 31, 2025 and 2024, the Company capitalized certain start-up costs of approximately $162,370 and $74,040, respectively, that will be amortized, subject to certain limitations, over a 180-month period beginning with the month in which the Company is considered to be in an active trade or business for tax purposes.

As of December 31, 2025, the Company had net operating loss carryforwards for federal income tax purposes of $23,694 and $9,748 for state and local income tax purposes. Net operating losses for federal purposes of approximately $22,073 do not expire (limited to 80% of taxable income in a given year). As of December 31, 2024, the Company had net operating loss carryforwards for federal income tax purposes of $14,739 and the Company’s state net operating loss carryforwards were not material.

As of December 31, 2025 and 2024, the Company had federal research credit carryforwards of approximately $12,128 and $2,714, respectively. The federal research credit carryforwards will expire at various dates beginning in the year 2035. The Company may be entitled to claim additional state income tax credits for its R&D activities, but these amounts have not yet been determined. Any additional state R&D tax credits generated by the Company would result in an additional deferred tax asset, unless utilized, that would be subject to a full valuation allowance.

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a Company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“Section 382”). Events which may cause limitations in the amount of

F - 26 the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the Section 382 and similar state provision.

The Company files income tax returns in the U.S. federal and various state jurisdictions, each of which is subject to differing statutes of limitations. The Company is generally no longer subject to tax examinations for years prior to 2022 for federal purposes and 2021 for state purposes, except in certain state jurisdictions. However, net operating losses generated in tax years beginning in 2014 remain subject to examination to the extent such losses are utilized in future periods.

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

(a) State taxes in Idaho and California made up the majority (greater than 50 percent) of the tax effect in this category for the tax years ended December 31, 2025 and 2024, respectively.

The effective tax rate for 2025 is lower than the statutory U.S. federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets, as well as the impact of stock-based compensation and nondeductible executive compensation.

The following table represents a roll forward of the qualifying accounts consisting of the valuation allowance for deferred tax assets:

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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If the unrecognized tax benefits are fully recognized in the future, there would be no impact to the effective tax rate, and $1,435 would result in adjustments to the valuation allowance. Interest and penalties related to unrecognized tax benefits were insignificant in the period presented.

Income taxes paid consisted of the following:

• Represents jurisdictions below for the threshold for the years presented.

12. Retirement Plan

The Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject to limitations. The plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made by participants of the plan. The Company contributions to the plan were $820 and $487 for the years ended December 31, 2025 and 2024, respectively.

13. Commitments and Contingencies

Contract Commitments

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

Contingencies

From time to time, the Company may become involved in litigation matters arising in the ordinary course of business. The Company is not a party to any legal proceedings, nor is it aware of any material pending or threatened litigation. There wereno contingent liabilities as of December 31, 2025.

14. Segment Information

In accordance with criteria under ASC 280, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM reviews consolidated results to assess performance, make decisions, and allocates operating and capital resources of the Company as a whole, therefore, there is onlyone reportable segment. The CODM does not distinguish its principal business activities for the purpose of internal reporting and uses net loss to allocate resources in the annual budgeting and forecasting process, along with using that measure as a basis for evaluating financial performance quarterly by comparing the actual results with historical budgets.

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

The consolidated statements of operations for the years ended December 31, 2025 and 2024, reflect the significant segment expenses and other segment items, as well as the consolidated balance sheets as of December 31, 2025 and 2024, for theone reportable segment.

15. Related Party Transactions

On June 25, 2025, the Company entered into an agreement under which M. Klein & Company, through its affiliate, The Klein Group LLC, will provide financial advisory and strategic services. Mr. Michael Klein, who currently serves as a director of the Company, maintains a direct controlling interest in M. Klein & Company. The advisory agreement is for a term 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. During the year ended December 31, 2025, the Company made total payments of $500 under the agreement.

16. Subsequent Events

The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than the subsequent events described below, there were no material subsequent events which affected, or could affect, the amounts or disclosures on the consolidated financial statements.

ATM Program

In connection with the December ATM Program, an additional 12,376,352 shares of common stock were sold under the program from January 1 through its closure on January 28, 2026 at an average price of $96.95 per share, resulting in aggregate gross proceeds of $1,199,868, subject to sales agent commissions.

Prepayment Agreement

On January 5, 2026, we entered into a prepayment agreement (the "Prepayment Agreement") with Meta Platforms, Inc. (“Meta”) that advances plans to develop a 1.2 gigawatt power campus in Pike County, Ohio, to support Meta’s data centers. The Prepayment Agreement provides a mechanism for Meta to prepay for power and provide funding to advance powerhouse deployment. Pursuant to the Prepayment Agreement, the Company will use Meta's funding to secure nuclear fuel, advancing the first phase of the project.

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