Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2025 and 2024, should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Special Note Regarding Forward-Looking Statements.”
Overview
For an overview of the Company, see the information above presented under the section labeled “Item 1. Business,” which is in Part I of this Annual Report.
Impact of Macroeconomic Conditions
The macroeconomic environment both in the U.S. and globally has the potential to impact our business and financial performance. More specifically, factors such as trade agreements, tariffs, interest rates, tax law, labor trends, and fiscal policy could impact the cost to construct and operate our powerhouses, and even impact the future profitability of our operations.
Supply chain vulnerabilities represent a critical area of macroeconomic risk for our business. Global disruptions—whether from geopolitical tensions, natural disasters, or public health crises—can severely impact the availability and cost of essential components for energy infrastructure. These disruptions can lead to extended lead times for specialized equipment, shortages of critical materials, and unexpected cost escalations that complicate project planning and execution. Our reliance on supply networks for turbine components, electrical systems, and construction materials creates exposure to these global supply chain risks.
Inflation remains a significant concern, particularly as it affects construction materials, specialized equipment, and labor costs throughout our project development cycle. These inflationary pressures can erode project margins and complicate long-term capital planning efforts.
Economic growth and recession cycles directly correlate with energy demand across industrial, commercial, and residential sectors. During economic downturns, we typically experience reduced consumption patterns, while periods of growth drive increased energy needs, affecting our revenue projections and expansion strategies.
Demand for energy in the U.S. is currently being driven by the explosive growth in the data center industry, particularly as AI deployment, cloud computing adoption, and digital transformation initiatives accelerate across sectors. Should power demand growth in the AI data center market slow, customer demand for our baseload low-carbon power could be negatively impacted.
Key Components of Results of Operations
Operating Expenses
Our operating expenses consist of research and development and general and administrative expenses.
Research and Development
Research and development (“R&D”) expenses represent costs incurred to develop our 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 expenses for outside engineering contractors for analytical work and consulting costs. We expense all R&D costs in the periods in which they are incurred; however, occasionally, reimbursements could be received in the following period.
We have several recycling technology projects awarded as R&D cost-share projects (the “cost-share projects”) through the DOE’s Advanced Research Projects Agency – Energy (“ARPA-E”) and the DOE Technology Commercialization Fund (“TCF”). The ARPA-E and TCF projects involve cost-sharing of project costs as well as reimbursement of certain
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qualifying expenditures to us. A budget was initially approved for each of these cost-share projects, and as certain expenses and capital expenditures for equipment are incurred, such expenses or capital expenditures are reported to ARPA-E, and then a pre-determined percentage of such expenses or capital expenditures are reimbursed by ARPA-E back to us. The expenses are categorized as R&D expenses, which are then partially reimbursed.
General and Administrative
Our general and administrative (“G&A”) expenses primarily comprise various components not related to R&D, such as personnel costs, regulatory fees, promotion expenses, costs associated with maintaining and filing intellectual property, meals and entertainment expenses, travel expenses, and other expenditures related to external professional services including legal, engineering, marketing, human resources, procurement, audit, finance, and accounting services. Personnel costs include salaries, benefits, and stock-based compensation expenses. As we continue to grow and expand our workforce and operations, and in light of the increased costs associated with operating as a public company, we anticipate that our G&A expenses will rise for the foreseeable future.
Other Income (Loss)
Other income (loss) consists of interest and dividend income on our portfolio of marketable debt securities and the remeasurement losses related to simple agreements for future equity.
Income Taxes
Income taxes consist of income taxes in jurisdictions in which we conduct business. We have a full valuation allowance for deferred tax assets, including net operating loss carryforwards and tax credits related primarily to R&D. Prior to the Recapitalization, income taxes have been minimal. After the Recapitalization, as a result of our interest and dividend income from our investments, federal and state income taxes may be incurred, after available tax deductions, including tax attribute carryovers.
Results of Operations
The following tables set forth our consolidated results of operations for the years indicated. The year-over-year comparison of financial results is not necessarily indicative of future results.
Comparison of the Years Ended December 31, 2025 and 2024
The following table sets forth our consolidated financial results for the years indicated, and the changes between years:
(in thousands) 2025 2024 $ Change % Change
Operating expenses
Other income (loss)
Change in fair value of simple agreement for future equity — (27,864) 27,864 NM
Percentage changes that are considered not meaningful are denoted with “NM.”
Research and Development
R&D expenses increased by $32.1 million from 2024 to 2025, primarily driven by increases in employee compensation expenses of $16.0 million, and professional services of $8.5 million. The increase in employee compensation expenses was primarily driven by an increase headcount of approximately 68 employees from the prior year comparable period, and an increase in stock-based compensation costs of $4.5 million. The increase in professional services was primarily driven by an increase in costs from third-party service providers.
General and Administrative
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G&A expenses increased by $54.4 million from 2024 to 2025, primarily driven by increases in employee compensation expenses of $10.6 million and professional services of $11.7 million. The increase in employee compensation expenses was primarily driven by an increase headcount of approximately 53 employees from the prior year comparable period, and an increase in stock-based compensation costs of $24.9 million. The increase in professional services was primarily driven by an increase in costs for professional services.
Other Income (Loss)
Interest and dividend income increased by $21.4 million from 2024 to 2025, 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 during 2025.
Liquidity and Capital Resources
As of December 31, 2025, our cash, cash equivalents, and marketable debt securities were $1,412.5 million. We continue to incur significant operating losses. For the year ended December 31, 2025, we had a net loss of $105.7 million, loss from operations of $139.3 million, and net cash used in operating activities of $82.2 million. As of December 31, 2025, we had an accumulated deficit of $240.8 million. Management expects that significant ongoing operating expenditures will be necessary to successfully implement our business plan, develop our powerhouses, acquire fuel for those powerhouses, develop our fuel fabrication and recycling facilities, and expand our radioisotope business.
We will utilize our existing cash, cash equivalents, and marketable debt securities to fund construction of our powerhouses, fuel fabrication, and recycling facilities, as well as our radioisotopes business, business 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 consolidated financial statements as of and for the year ended December 31, 2025.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2025.
Commitments and Contractual Obligations
We did not have any material commitments or contractual obligations as of December 31, 2025.
Cash Flows Comparison
The following table sets forth our cash flows for the period indicated.
Comparison for the Years Ended December 31, 2025 and 2024
Years Ended December 31,
Net cash used in operating activities $ (82,174) $ (38,390)
Net increase in cash and cash equivalents $ 691,313 $ 87,264
Cash and cash equivalents, end of year $ 788,445 $ 97,132
Operating Activities
Net cash used in operating activities was $82.2 million in 2025, compared to $38.4 million in 2024. The $43.8 million increase in net cash used in operating activities from 2024 to 2025 was primarily driven by operating expenses as we continue to scale our operations, consisting of $37.2 million cash used for payroll and employee benefits of personnel and $70.6 million in other costs, primarily consisting of professional services for consulting on research and development activities, and legal and accounting fees on general and administrative activities. These increases were partially offset by
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$25.6 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 $489.7 million in 2025 compared to $175.8 million in 2024. The increase in net cash used in investing activities of $313.9 million from 2024 to 2025 was primarily from cash used for the purchase of marketable debt securities, offset from proceeds from redemptions, netting $443.5 million, capital expenditures related to deployment of our planned facilities of $33.2 million and purchases of other investments of $12.1 million.
Financing Activities
Net cash provided by financing activities was $1,263.2 million in 2025 compared to $301.4 million in 2024. The increase in net cash provided by financing activities of $961.8 million from 2024 to 2025 was primarily from proceeds from the issuance and sale of shares of our common stock in connection with our underwritten public offerings and ATM programsof $1,263.6 million.
Critical Accounting Estimates
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In the preparation of these consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the consolidated financial statements. See Note 2—Summary of Significant Accounting Policies, in our accompanying consolidated financial statements for a description of our significant accounting policies.
Accordingly, these are the policies and estimates we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations:
Determination of fair value for the acquisition of a business
The determination of fair value for the acquisition of a business in business combination requires the allocation of the purchase price to the various assets acquired and liabilities assumed at their respective fair values. The determination of fair value requires the use of significant estimates and assumptions, and in making these determinations, management uses all available information. If necessary, we have up to one year after the acquisition closing date to finalize these fair value determinations under the applicable U.S. GAAP. For tangible and identifiable intangible assets acquired in a business combination, the determination of fair value utilizes several valuation methodologies including discounted cash flows which has assumptions with respect to the timing and amount of future revenue and expenses associated with an asset. The assumptions made in performing these valuations include, but are not limited to, discount rates, future revenues and operating costs, projections of capital costs, and other assumptions believed to be consistent with those used by principal market participants. Due to the specialized nature of these calculations, we engage third-party specialists to assist management in evaluating our assumptions as well as appropriately measuring the fair value of assets acquired and liabilities assumed.
Goodwill and our indefinite-lived intangible assets related to in-process research and development (IPR&D), are tested for impairment annually or more frequently if events or changes in circumstances indicate potential impairment. The fair value determination involves significant judgment, including assumptions about future cash flows, discount rates, and market conditions. Because these assumptions are inherently uncertain and subject to change, they may vary based on changes in facts and circumstances. A change in any of these assumptions could materially affect the estimated fair value of goodwill and intangible assets and result in an impairment charge. Potential events that could negatively affect these assumptions include regulatory delays, adverse market conditions, and operational challenges.
Emerging Growth Company Status
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The Company is classified as an emerging growth company (“EGC”), as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Therefore, we may take advantage of 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 our consolidated financial statements included in Part II, Item 8 of this Annual Report for a discussion about Recently Issued and Adopted Accounting Standards Recently Issued and Not Adopted Accounting Standards as of the date of this Annual Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
For the fiscal year ended December 31, 2025, we were a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 8. Financial Statements and Supplementary Data
Our consolidated financial statements, including the Reports of Independent Registered Public Accounting Firms on our consolidated financial statements, are included beginning on page F-1 of this Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2025 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Remediation of Previously Reported Material Weakness
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As disclosed in Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 24, 2025, a material weakness related to infrequent and complex transactions was identified as of December 31, 2024.
After giving full consideration to this material weakness, and the additional analyses and other procedures we performed to ensure that our audited consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S. GAAP, our management has concluded that our audited consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.
We have taken the following remediation measures to address the material weakness described above:
•Improve processes where management reviews information provided by third parties; and
•Implement additional controls where finance and accounting reviews any amendments to third party agreements, as supported through hiring or use of third-party consultants and specialists, to ensure appropriate accounting treatment.
We concluded that the remediation of this material weakness was fully completed as of December 31, 2025.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting
In connection with our continued monitoring and maintenance of our control procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Item 9B. Other Information
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Rule 10b5-1 Trading Arrangements
Except as stated below, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company, adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the three months ended December 31, 2025.
On December 15, 2025, William Goodwin, the Company’s Chief Legal and Strategy Officer, adopted a Rule 10b5-1 trading arrangement (the “Trading Arrangement”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The Trading Arrangement is intended to provide for “eligible sell-to-cover transactions” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act) to satisfy tax withholding obligations arising exclusively from the vesting of equity awards and the related issuance of up to 13,620 shares of the Company’s common stock. The number of shares that will be sold to satisfy applicable tax withholding obligations upon vesting is not currently determinable as the number will vary based on the market price of the Company’s common stock and the extent to which vesting conditions are satisfied. The Trading Arrangement will terminate December 4, 2026, subject to early termination for certain specified events set forth in the Trading Arrangement.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required under this item is incorporated herein by reference to our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC not later than 120 days after December 31, 2025 (the "Proxy Statement").
We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations and NYSE listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.
Item 11. Executive Compensation
The information required under this item is incorporated herein by reference to our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under this item is incorporated herein by reference to our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required under this item is incorporated herein by reference to our Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required under this item is incorporated herein by reference to our Proxy Statement.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements: See the Index to Consolidated Financial Statements on Page F-1 of this Annual Report.
(a)(2) Financial Statement Schedules: The information required to be submitted in the Financial Statement Schedules has either been shown in the consolidated financial statements or notes, or is not applicable or required under Regulation S-X; therefore, those schedules have been omitted.
(a)(3) Exhibits: Set forth below is a list of all exhibits to this Annual Report, including those incorporated by reference.
(b)
EXHIBIT INDEX
Exhibit Number Description
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19.1* Insider Trading Policy
21.1* List of Subsidiaries of Oklo Inc.
23.1* Consent of Deloitte & Touche LLP
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document.
* Filed herewith.
** Furnished herewith. This certification that is furnished herewith is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
# Indicates a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Oklo Inc.
(Registrant)
Date: March 17, 2026 By: /s/ JACOB DEWITTE
Jacob DeWitte
Chairman and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Position Date
/s/ Richard W. Kinzley Richard W. Kinzley Director March 17, 2026
/s/ Michael Klein Michael Klein Director March 17, 2026
/s/ Michael Thompson Michael Thompson Director March 17, 2026
/s/ Daniel Poneman Daniel Poneman Director March 17, 2026
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Index to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB No. 34) F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3
Notes to Consolidated Financial Statements F-9
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Oklo Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Oklo Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
San Jose, California
March 17, 2026
We have served as the Company's auditor since 2024.
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Oklo Inc.
Consolidated Balance Sheets
(in thousands, except share data)
As of December 31,
Assets
Current assets:
Marketable debt securities, net of current portion 184,568 47,473
Property, plant and equipment, net 42,312 1,202
Operating lease right-of-use assets 1,384 982
Indefinite-lived intangible assets 27,500 —
Liabilities and stockholders’ equity
Current liabilities:
Operating lease liabilities 904 481
Operating lease liabilities, net of current portion 546 543
Deferred tax liabilities 1,155 —
Commitments and contingencies
Stockholders' equity:
Accumulated other comprehensive income 1,179 2,213
See accompanying notes to consolidated financial statements.
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Oklo Inc.
Consolidated Statements of Operations
(in thousands, except share data)
Years Ended December 31,
Operating expenses
Other income (loss)
Change in fair value of simple agreements for future equity — (27,864)
Interest and dividend income, net 29,102 7,732
Income tax benefit (expense) 4,529 (683)
Net loss per share:
Basic and diluted - Class A common stock $ (0.72) $ (0.74)
See accompanying notes to consolidated financial statements.
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Oklo Inc.
Consolidated Statements of Comprehensive Loss
(in thousands)
Years Ended December 31,
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable debt securities (1,034) 2,213
See accompanying notes to consolidated financial statements.
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Oklo Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
Years Ended December 31, 2025 and 2024
Shares Par Value
Change in unrealized gain on marketable debt securities — — — — 2,213 2,213
Issuance of common stock in connection with earnout awards 14,699,794 2 (2) — —
Issuance of common stock for restricted stock units 571,741 — — — — —
Change in unrealized loss on marketable debt securities — — — — (1,034) (1,034)
See accompanying notes to consolidated financial statements.
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Oklo Inc.
Consolidated Statements of Cash Flows
(in thousands)
Years Ended December 31,
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 522 268
Change in fair value of simple agreements for future equity — 27,864
Deferred income taxes (4,529) —
Change in operating assets and liabilities, net of effect of acquisition:
Prepaid and other current assets (21,574) (1,520)
Operating lease right-of-use assets and liabilities 24 31
Net cash used in operating activities (82,174) (38,390)
Cash flows from investing activities:
Purchases of property, plant and equipment (33,205) (352)
Proceeds from redemptions of marketable debt securities 376,992 116,198
Payment for acquisition of business, net of cash acquired (900) —
Purchase of other investments (12,086) —
Cash flows from financing activities:
Proceeds from recapitalization - 276,210
Payment of taxes from common stock withheld (1,647) —
Proceeds from exercise of stock options 4,028 1,044
Proceeds from right of first refusal liability — 25,000
Proceeds from simple agreements for future equity — 10,232
Payment of offering costs and deferred issuance costs (2,814) (11,058)
Proceeds from sale of common stock, net of offering costs 1,263,599 —
Net increase in cash and cash equivalents 691,313 87,264
Cash and cash equivalents - beginning of year 97,132 9,868
Cash and cash equivalents - end of year $ 788,445 $ 97,132
Supplemental noncash investing and financing activities:
Issuance of common stock in connection with acquisition of business $ 27,408 $ —
Assumed liabilities in connection with acquisition of business 287 —
Offering costs included in accounts payable 79 —
Offering costs included in accrued expense and other 240 —
Deferred issuance costs included in accounts payable — 1,906
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See accompanying notes to consolidated financial statements.
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Oklo Inc.
Notes to Consolidated Financial Statements
(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 in one operating and one 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 and none, 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
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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
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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 Components for 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 Instruments for further information.
Research and Development
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
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 Compensation for 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
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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:
Total purchase consideration $ 28,424
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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Prepaid expenses 99
Property and equipment 40
Operating lease right-of-use assets 19
Indefinite-lived intangible assets 27,500
Operating lease liability (19)
Other current liabilities (268)
Deferred tax liabilities (5,684)
Net assets acquired $ 28,424
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 of two 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 is not 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 include no revenue and an immaterial 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:
As of December 31,
Total prepaid and other current assets $ 25,798 $ 4,125
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:
As of December 31,
Computers and equipment 3 - 7 $ 366 $ 366
Furniture, fixtures and machinery 7 483 146
Leasehold improvements * 62 45
Total property and equipment, gross 7,461 1,577
Less: Accumulated depreciation and amortization (897) (375)
Construction in progress and equipment deposits 35,748 —
Total property, plant and equipment, net $ 42,312 $ 1,202
* 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,
Other investments 12,086 —
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:
As of December 31,
Accrued professional fees $ 1,838 $ 652
Other current liabilities 451 463
Total accrued expenses and other $ 20,497 $ 1,885
5.Leases
As of December 31, 2025, the Company had commercial real estate lease agreements for officespace and facilities under operating leases.
The table below presents supplemental information related to the operating leases:
Years Ended December 31,
Weighted-average remaining lease term (in months) as of year-end 29 24
Weighted-average discount rate during the year 8.91 % 8.76 %
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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Years Ended December 31,
Operating lease costs included in:
Research and development $ 841 $ 234
General and administrative 321 87
(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 :
Minimum lease payments 1,617
Less imputed interest (167)
Present value of operating lease liabilities $ 1,450
Current portion of operating lease liabilities $ 904
Noncurrent portion of operating lease liabilities 546
Total operating lease liabilities $ 1,450
6.Financial Instruments
The following tables show the Company’s cash, cash equivalents, and marketable debt securities by significant investment category:
Cash $ — $ — $ — $ 11,022 $ — $ —
Level 1:
Money market funds — — — 777,423 — —
Level 2 (1):
(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 in marketable 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 in prepaid 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:
Cash $ — $ — $ — $ — $ 3,020 $ — $ —
Level 1:
Money market funds — — — — 94,112 — —
Level 2 (2):
(1) There was no 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 in prepaid 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 have one 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 Compensation for 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 $460,000pursuant 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 $60.00per 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 $440,102as 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 $400,000through 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 $73.27per 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 1,925,066shares of its common stock through the sales agents at an average price of $72.72per 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, beginning one year following the related grant date, and expire ten 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
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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 has not 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 79.67 %
Expected dividend yield 0 %
Risk-free interest rate 4.08 %
Expected term 6.3 years
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:
Number of Units Weighted-Average Grant Date Fair Value
Unvested Vested
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 for two former employees, full vesting of outstanding RSU awards, and an extension of the post‐termination exercise period for one 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:
Unvested Number of Units Weighted Average Grant Date Fair Value
Restricted stock awards outstanding at January 1, 2025 — $ —
Stock-based compensation costs charged to operations is summarized as follows:
Years Ended December 31,
Total costs charged to operations $ 41,795 $ 12,484
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:
Restricted Stock Stock Options Totals
11.Income Taxes
The components of income tax (benefit) expense consist of the following:
As of December 31,
Federal $ — $ —
State and local — 683
Total current tax expense — 683
Deferred tax benefit:
State and local (1,013) —
Total deferred tax benefit (4,529) —
Total income tax (benefit) expense $ (4,529) $ 683
Significant components of the Company’s deferred taxes are as follows:
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As of December 31,
Deferred tax assets:
Net operating loss carryforwards $ 5,599 $ 3,078
Advance payment 5,267 —
Operating lease liabilities 305 216
Accrued expenses 2,079 —
Deferred tax liabilities:
Indefinite-lived intangible assets (5,794) —
Right-of-use assets (292) (207)
Unrealized gain on marketable debt securities (248) (467)
Total deferred tax liabilities (6,334) (674)
Net deferred tax liabilities $ (1,155) $ —
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
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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:
Years Ended December 31,
Amount Percent Amount Percent
State and local taxes, net of federal benefit (a) (1,013) 0.9 % 539 (0.7) %
Effect of change in tax laws or rates enacted in current period — — % — — %
Tax credits
Nontaxable and nondeductible items