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"), 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.

The Company plans to commercialize its metal-fueled fast reactor technology through the Aurora powerhouse product line. Aurora powerhouses are designed to operate on fresh, recycled, or down-blended nuclear fuel, and initial Aurora powerhouse designs target electrical outputs ranging from 15 to 75 megawatts electric (“MWe”), with the potential to expand the product line to higher-output configurations over time. The Company’s evaluation of future configurations considers customer requirements, project economics, technical feasibility, and applicable regulatory requirements. Advanced fission technology is built on a deep history of successful operation, first demonstrated by the Experimental Breeder Reactor-II (“EBR-II”), which sold and supplied power to the grid and showed effective used nuclear fuel recycling capabilities over 30 years of operation. The Company is also commercializing nuclear fuel recycling and fuel fabrication technology that can convert used nuclear fuel and other nuclear materials into usable fuel for its reactors. The Company is also commercializing the production of radioisotopes to support domestic supply for medical, industrial, space, defense, and other critical applications through dedicated isotope production and processing capabilities, which may also benefit from radioisotope co-products generated through its fuel recycling and reactor platform. In addition, the Company is expanding its capabilities in precision manufacturing, prototyping, and chemical process engineering through recent acquisitions in support of its power, fuel, and isotope projects. For more information about the Company’s recent acquisitions, see Note 3—Business Combination—2026 Acquisitions.

Liquidity and Capital Resources

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

The Company expects to utilize its existing cash, cash equivalents, and marketable debt securities to fund construction of its powerhouses, fuel and radioisotope businesses as well as maintain its ongoing 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 unaudited 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 and footnote disclosures have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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, they do 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, 2025, which was filed on March 17, 2026. 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.

Restricted Cash

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

Accounts Receivable

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

Revenue Recognition

The Company recognizes revenue in a manner to depict the transfer of goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for goods or services. Revenue is recognized when control of the promised good or service is transferred to the customer. Depending on the terms of the arrangement, revenue may be recognized either over time or at a point in time.

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

For certain milestone-based contracts, individual contractual deliverables or milestones may represent distinct performance obligations. Revenue associated with these arrangements is generally recognized at a point in time when control of the related good or service transfers to the customer, which may occur upon delivery, customer acceptance, or satisfaction of other contractual criteria.

Disaggregation of Revenue

The following table presents revenue disaggregated by nature of revenue stream for the periods presented:

Contract Balances

Contract assets arise when revenue is recognized before the Company obtains an unconditional right to consideration and generally result from revenue recognized in advance of customer billings. Contract liabilities represent customer prepayments received in advance of satisfying related performance obligations and are recognized as revenue as the Company fulfills those obligations.

The following table presents contract balances for the periods presented:

Contract assets are included within prepaid expenses and other current assets on the condensed consolidated balance sheets. Contract liabilities are included within other current liabilities on the condensed consolidated balance sheets.

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

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

Cost of sales includes direct costs incurred in satisfying performance obligations under customer contracts.

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 and reportable segment. For more information about the Company’s single operating and reportable segment, see Note 12—Segment Information.

Principles of Consolidation

The unaudited 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 unaudited 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 operating lease liabilities and operating right-of-use assets, useful lives of property, plant and equipment, valuation allowance on deferred tax assets, and the 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 unaudited 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 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), ongoing or escalating geopolitical factors and military activities, as well as the potential for additional conflicts, war or civil unrest. 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 unaudited condensed 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 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 as of September 30, 2026 and 2025 consisting of: (1) options to purchase shares of common stock of 5,464,630 and 7,180,744, respectively, (2) unvested restricted stock issued in connection with a business combination of 320,063 and 640,125, respectively, and (3) unvested restricted stock units of 3,696,456 and 2,354,961, 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 classified as an emerging growth company (“EGC”), as defined under the Jumpstart Our Business Startups Act. Therefore, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company's EGC status will terminate on December 31, 2026, unless it ceases to qualify earlier.

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

3. Business Combinations

2026 Acquisitions

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

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

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

The composition of the preliminary purchase price is as follows:

The Company incurred $575 in transaction costs related to the acquisitions, 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 preliminary purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition dates based upon their respective fair values as summarized below:

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

Pro forma results of operations for these business combinations have not been presented because they are not material to the consolidated results of operations, either individually or in aggregate.

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

2025 Acquisitions

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

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

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 condensed 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:

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 in-process research and development ("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 benchmarking analysis.

The IPR&D consisted oftwo separate projects, Abundantia and Meitner. Abundantia’s fair value assigned of $4,600 is expected to produce revenue in 2027 from the sale of purified radium and other desired radioisotopes produced via irradiation. Meitner’s fair value of $22,900 is a later stage project which will produce for sale isotopes that are prepared and irradiated into radioisotopes in Versatile Isotope Production Reactors (“VIPR”), which is a thermal pool-type nuclear reactor. Each project has a different risk profile, cash flows, and its own unique process. Abundantia's fair value was determined using a risk-adjusted cash flow approach applied to its potential cash flows, subject to obtaining certain material handling permits required by the NRC. Meitner is expected to produce revenue once a commercial-scale VIPR facility is constructed, with its fair value determined using a risk-adjusted cash flow approach applied to its cash flows, subject to approval of construction and operating licenses by the NRC. There was no estimated useful life assigned given the assets are IPR&D. The IPR&D is included in intangible assets, net on the condensed consolidated balance sheets.

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. The goodwill arising from the acquisition of Atomic Alchemy isnot deductible for tax purposes.

The results of operations of Atomic Alchemy are included in the condensed consolidated financial statements beginning on the Acquisition Date.

4. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses 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 on a straight-line basis over the related contract term. Construction deposits consist of advance payments for long-lived assets related to capital projects and are recorded within current assets until the related construction activities are performed. Upon performance of the construction activities, the construction deposits are reclassified to construction in progress. Cash outflows associated with construction deposits are presented as purchases of property, plant and equipment within investing activities in the condensed consolidated statements of cash flows.

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

Depreciation and amortization expenses for the three months ended September 30, 2026 and 2025 totaled $290 and $124, respectively. Depreciation and amortization expenses for the nine months ended September 30, 2026 and 2025 totaled $693 and $373, respectively.

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

Intangible Assets

Intangible assets are summarized as follows:

Amortization expense for the three and nine months ended September 30, 2026 was $395 and $492, respectively. There wasno amortization expense for the three and nine months ended September 30, 2025.

Other Assets

Other assets are summarized as follows:

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

Accrued Expenses and Other

Accrued expenses and other are summarized as follows:

5. Leases

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

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

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

The Company utilizes an estimated incremental borrowing rate on a collateralized basis, reflecting the term of the lease and the Company’s credit profile 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.

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

The components of operating and finance lease costs were as follows:

(1)Month-to-month lease arrangements for the three months ended September 30, 2026 and 2025 of $2,122 and $62, respectively, and nine months ended September 30, 2026 and 2025 of $4,046 and $212, 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 period to period and are expensed as incurred.

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

6. Fair Value Measurements

Fair value measurements are classified and disclosed in one of the following categories: Level 1, quoted prices in active markets for identical assets or liabilities; Level 2, observable inputs other than Level 1 quoted prices; and Level 3, significant unobservable inputs.

The following table presents assets and liabilities measured at fair value and categorized in accordance with the fair value hierarchy:

(1)Fair Value of securities classified as Level 1 within the fair value hierarchy is determined using readily available, quotable market prices. The Company invests in money market funds and U.S. Treasury securities that have active and identifiable markets. In addition, the Company's other investments include investments in publicly-traded equity securities that have quotable market prices. For additional information, refer to Note 4—Balance Sheet Components.

(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.

(3)Financial instruments classified as Level 3 within the fair value hierarchy do not trade in an active market with readily observable prices. The Company uses significant unobservable inputs to measure the fair value of these assets and liabilities. The fair value of the contingent consideration was determined using an option pricing model based on the probability of achieving the earnout targets over thetwo-year earnout period. The contingent consideration is classified as a Level 3 fair value measurement due to the use of significant unobservable inputs, which include a calculated discount rate and expected revenue volatility. No material changes or assumptions relating to the estimated fair value of the contingent consideration were identified during the period. As of September 30, 2026, the current portion of $1,880 is reflected in accrued expenses and other, and $1,230 is reflected in other liabilities on the condensed consolidated balance sheets.

There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the periods presented.

The following table shows 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 September 30, 2026 as the unrealized losses were deemed to be temporary in nature.

As of September 30, 2026, interest receivables related to available-for-sale marketable debt securities for U.S. Treasury securities (representing U.S. Treasury notes and U.S Treasury bills) and commercial paper of $6,563 were included inmarketable debt securities on the condensed consolidated balance sheets.

As of September 30, 2026, accrued interest receivables related to available-for-sale marketable debt securities for U.S. Treasury securities of $9,778 were included inprepaid expenses and other current assets on the condensed consolidated balance sheets.

The following table shows the fair value of the Company’s noncurrent marketable debt securities, by contractual maturity, as of September 30, 2026:

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

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 condensed consolidated balance sheets.

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 condensed consolidated balance sheets.

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

8. Stockholders’ Equity

Pursuant to the Second Amended and Restated Certificate of Incorporation of the Company, the Company is authorized to issue 501,000,000 shares of all classes of capital stock consisting of (i)500,000,000 shares of common stock, par value of $0.0001 per share, and (ii)1,000,000 shares of preferred stock, par value of $0.0001 per share. Subject to the special rights of the holders of any outstanding series of preferred stock, the number of shares of preferred stock may be increased or decreased (but not below the number of shares then outstanding) by affirmative vote of the holders of a majority of the stock of the Company entitled to vote. As of September 30, 2026 and December 31, 2025, there wereno shares of preferred stock issued and outstanding.

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

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

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

Equity ATM Programs

In December 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 its common stock up to an aggregate gross sales price of $1,500,000 in an "at-the-market" offering (the "2025 ATM Program"), which was completed during the period ended March 31, 2026. Under the 2025 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.

In May 2026, the Company entered into a sales agreement with sales agents pursuant to which the Company may offer and sell, from time to time and at its sole discretion, shares of its common stock up to an aggregate gross sales price of $1,000,000 in an "at-the-market" offering (the "2026 ATM Program 1"), which was completed during the period ended September 30, 2026. Under the 2026 ATM Program 1, the Company agreed to pay the sales agents' commissions at a rate up to 1.5% of the aggregate gross proceeds from each sale of shares.

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

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

9. Stock-Based Compensation

The Company recorded stock-based compensation in the following expense categories in its condensed consolidated statement of operations for employees and non-employees:

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

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

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

10. Income Taxes

The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate ("ETR"), adjusted for discrete items that arise during the period. Each quarter, the Company updates its estimate of its annual ETR, and if the estimated annual ETR changes, the Company makes a cumulative adjustment in such period. The quarterly provision for income taxes, and estimate of the Company’s annual ETR, 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 realization of deferred tax assets is dependent upon a variety of factors, including the generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies. The Company's provision for income taxes reflects discrete items and jurisdictional tax expense, which may cause fluctuations in the quarterly and year‑to‑date ETR compared to the Company’s statutory tax rate. During the three months ended September 30, 2026, the Company recorded an income tax expense of $157, primarily related to state income tax expense. During the nine months ended September 30, 2026, the Company recorded an income tax expense of $159, primarily related to state income tax expense, including the impact of state deferred tax liabilities. During the three months ended September 30, 2025, the Company recorded an income tax expense of $531, and during the nine months ended September 30, 2025, the Company recorded an income tax benefit of $3,449 primarily related to discrete items recognized in connection with the acquisition of Atomic Alchemy. Based on the Company's cumulative historical operating losses and uncertainty regarding the generation of future taxable income, a valuation allowance was maintained against all of our deferred tax assets as of September 30, 2026 and 2025.

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

11. 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.

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 material legal proceedings, nor is it aware of any material pending or threatened litigation. There wereno contingent liabilities as of September 30, 2026.

12. Segment Information

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, makes decisions, and allocates operating and capital resources of the Company as a whole, therefore, there is onlyone operating and 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.

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 interest and dividend income and income taxes.

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

13. 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, provided financial advisory and strategic services for a term ofone year, ending in June 2026. Mr. Michael Klein, who currently serves as a director of the Company, maintains a direct controlling interest in M. Klein & Company. The advisory agreement required the Company to pay a $250 quarterly retainer fee, in addition to other potential fees depending on the outcomes of certain transactions. During the nine months ended September 30, 2026, the Company made total payments of $502 under the agreement.

14. Subsequent Events

The Company performed an evaluation of subsequent events through the date of filing of these unaudited 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 unaudited condensed consolidated financial statements.

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