Oklo Inc.

The following tables set forth our condensed consolidated results of operations for the periods indicated. The period-over-period comparison of financial results is not necessarily indicative of future results.

Comparison of the Three Months Ended September 30, 2026 and 2025

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

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

Revenue

Revenue during the three months ended September 30, 2026 primarily resulted from the June 2026 acquisitions of ARMEC and CEI .

Cost of sales during the three months ended September 30, 2026 resulted from the June 2026 acquisitions of ARMEC and CEI .

R&D expenses increased by $26.7 million from 2025 to 2026 as presented above, primarily driven by increases in employee compensation expenses, consisting of an increase in payroll and employee benefits costs of $9.9 million and stock-based compensation costs of $4.1 million. Increases in employee compensation expenses were primarily driven by an increase in average headcount of approximately 155 employees compared with the prior year period. In addition, professional services increased by $8.3 million, driven by an increase in costs from third-party service providers for engineering consulting and professional services.

G&A expenses increased by $20.2 million from 2025 to 2026 as presented above, primarily driven by increases in employee compensation expenses, consisting of an increase in payroll and employee benefits costs of $5.2 million and stock-based compensation costs of $6.0 million. Increases in employee compensation expenses were primarily attributable to an increase in average headcount of approximately 85 employees compared with the same period in 2025. In addition, IT-related costs increased by $1.5 million, travel expenses increased by $1.1 million, occupancy expenses increased $0.9 million, and professional services increased by $0.5 million, driven primarily by net changes in costs associated with accounting, consulting, marketing services.

Gain on sale of asset of $11.4 million in the period ending September 30, 2026 arose from the sale of land in the ordinary course of business.

Interest and dividend income increased by $20.8 million from 2025 to 2026 as presented above, primarily driven by an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period as a result of equity issuances. In addition, unrealized gain on investments, net, increased by $2.0 million from 2025 to 2026 as certain investments held by the Company were reported at fair value as of September 30, 2026, whereas no such investments were reported at fair value as of September 30, 2025. Refer to Note 4—Balance Sheet Components for additional information.

Income tax expense increased by 0.4 million from 2025 to 2026 as presented above, primarily driven by a change in the estimated accrual for state income tax during the period.

Comparison of the Nine Months Ended September 30, 2026 and 2025

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

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

Revenue

Revenue during the nine months ended September 30, 2026 primarily resulted from the June 2026 acquisitions of ARMEC and CEI.

Cost of sales during the nine months ended September 30, 2026 resulted from the June 2026 acquisitions of ARMEC and CEI .

R&D expenses increased by $73.9 million from 2025 to 2026 as presented above, primarily driven by increases in employee compensation expenses, consisting of an increase in payroll and employee benefits costs of $22.8 million and stock-based compensation costs of $13.0 million. Increases in employee compensation expenses were primarily driven by an increase in average headcount of approximately 113 employees compared with the same period in 2025. In addition, professional services increased by $29.2 million, driven by an increase in costs from third-party service providers for engineering consulting and professional services.

G&A expenses increased by $51.8 million from 2025 to 2026 as presented above, primarily driven by increases in employee compensation expenses, consisting of an increase in payroll and employee benefit costs of $15.2 million and stock-based compensation costs of $13.3 million. Increases in employee compensation expenses were primarily driven by an increase in average headcount of approximately 64 employees compared with the prior year period. In addition, professional services increased by $9.7 million, driven primarily by net changes in costs associated with accounting, consulting, and marketing services, travel expenses increased by $3.0 million, IT-related costs increased $2.8 million, and occupancy expenses increased $1.6 million.

Gain on sale of asset of $11.4 million in the nine months ended September 30, 2026 arose from the sale of land in the ordinary course of business.

Interest and dividend income increased by $57.9 million from 2025 to 2026 as presented above, primarily due to an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period as a result of equity issuances. In addition, unrealized gain on investments, net, increased by $2.0 million from 2025 to 2026 as certain investments held by the Company were reported at fair value as of September 30, 2026, whereas no such investments were reported at fair value as of September 30, 2025. Refer to Note 4—Balance Sheet Components for additional information.

Income tax benefit decreased by $3.6 million from 2025 to 2026 as presented above, primarily driven by the decrease of an income tax benefit of $3.4 million related primarily to discrete items recognized in connection with the acquisition of Atomic Alchemy in the prior period.

Liquidity and Capital Resources

As of September 30, 2026, our cash, cash equivalents, and marketable debt securities were $3,130.8 million. In addition, the Company has restricted cash of $81,900 as of September 30, 2026. We continue to incur significant operating losses. For the nine months ended September 30, 2026, we had a net loss of $123.3 million, loss from operations of $195.2 million, and net cash used in operating activities of $110.9 million. As of September 30, 2026, we had an accumulated deficit of $364.1 million. Management expects that significant on-going operating and capital expenditures will be necessary to successfully implement our business plan, develop our powerhouses, fuel recycling facilities and fuel fabrication technology, acquire fuel for those powerhouses and recycling facilities, and expand our radioisotope business.

We will utilize our existing cash, cash equivalents, and marketable debt securities to fund our powerhouses, radioisotopes and fuel businesses, operations, and growth plans, and we believe that our existing cash, cash equivalents, and marketable debt securities will be sufficient to fund our operations for the one-year period following the issuance date of the accompanying unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2026.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2026.

Commitments and Contractual Obligations

We did not have any material commitments or contractual obligations as of September 30, 2026.

Cash Flows Comparison

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

Operating Activities

Net cash used in operating activities was $110.9 million in 2026, compared to $48.7 million in 2025. The $62.2 million increase in net cash used in operating activities from 2025 to 2026 was primarily driven by operating expenses as we continue to scale our operations.The activity during the current period consists of $58.5 million cash used for payroll and employee benefits of personnel and $126.7 million in other costs, primarily relating to professional services for consulting on research and development activities, and legal and accounting fees on general and administrative activities. These cash outflows during the period were partially offset by $70.0 million in higher cash interest and dividend income, resulting from our increased balance of cash, cash equivalents and marketable debt securities.

Investing Activities

Net cash used in investing activities was $1,298.6 million in 2026 compared to net cash used in investing activities of $605.9 million in 2025. The increase in net cash used in investing activities of $692.7 million from 2025 to 2026. The activity during the current period primarily relates to cash used for the purchase of marketable debt securities, offset from proceeds from redemptions, netting to $965.1 million, capital expenditures related to deployment of our planned facilities, including capital expenditure prepayments of $280.9 million, other investments of $26.5 million, and cash used for acquisition of businesses of $25.7 million.

Financing Activities

Net cash provided by financing activities was $2,253.0 million in 2026 compared to net cash provided by financing activities of $967.6 million in 2025. The increase in net cash provided by financing activities was $1,285.4 million from 2025 to 2026. The activity during the current period primarily relates to proceeds from the issuance and sale of shares of our common stock in connection with our ATM programs of $2,254.3 million.

Critical Accounting Estimates

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 provides a more complete discussion of our critical accounting policies and estimates.

Emerging Growth Company Status

The Company is classified as an emerging growth company (“EGC”), as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Therefore, we are eligible to utilize certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We will retain EGC status until December 31, 2026.

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

Recent Accounting Pronouncements

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