Oklo Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2026

OR

For the transition period from to

Commission file number 001-40583

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

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

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Oklo Inc. (“Oklo,” the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation: statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, and expansion plans; the design, development, licensing, construction, deployment and operation of our powerhouses and fuel fabrication, fuel recycling, and radioisotope facilities; anticipated project schedules and costs; commercial, fuel supply, and other strategic arrangements; future revenues, market opportunities, and customer demand; capital requirements and expenditures; and the adequacy of our funding.

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

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

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

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