Oklo Inc.

08/07/2026 | Press release | Distributed by Public on 08/07/2026 05:19

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

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 three and six months ended June 30, 2026 and 2025, should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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
Oklo was founded in 2013 with the goal of revolutionizing the energy landscape by developing clean, reliable, affordable energy solutions at scale. We are developing next-generation fast fission power plants called "powerhouses." According to the International Energy Agency, global electricity production is expected to increase over 75% by 2050 driven by electrification of buildings, transportation, and industry; increased use of air conditioning in the developing world; and increased consumption from data centers and cloud services. Our business addresses this demand by producing electricity and heat from our Aurora powerhouses which can run on fresh, recycled, or down-blended nuclear fuel. We are also commercializing nuclear fuel recycling technology that can convert used nuclear fuel into usable fuel for our powerhouses and those of others.
Power
The fast fission reactor technology we are commercializing was demonstrated by the Experimental Breeder Reactor-II ("EBR-II"), a fast fission plant that was operated by the U.S. government for 30 years. Our powerhouse product line, called the "Aurora," builds on this legacy of proven and demonstrated technology. Our Aurora powerhouse product line is designed with embedded safety features, to be able to run on fresh, recycled, or down-blended fuel, and to produce 15-75 megawatts electric ("MWe") and has the potential to expand powerhouse size to produce 100 MWe and higher. Because the Aurora powerhouses are designed to operate by utilizing the power of high-energy, or "fast," neutrons, they are expected to be able to tap into the vast energy reserves remaining in existing used nuclear fuel from conventional nuclear power generation facilities, which only use approximately 5% of the energy potential in the nuclear fuel before needing to refuel. The U.S. nuclear power industry has produced approximately 20% of U.S. electricity over the last 30 years and generated over 90,000 metric tons of used nuclear fuel. We estimate that the existing energy reserves contained in the used nuclear fuel in the U.S. that are made accessible through our fast fission reactor technology are equivalent to approximately 1.2 trillion barrels of oil equivalent (BOE), nearly five times the oil reserves of Saudi Arabia. Fission is an energy-dense process, producing approximately 50 million times more energy than combustion.
We have achieved several significant deployment and regulatory milestones for our first Aurora powerhouse. Notably, we secured a site use permit from the U.S. Department of Energy ("DOE") for the Idaho National Laboratory ("INL") site and received a fuel award of five metric tons of HALEU produced from recovered uranium from previously irradiated EBR-II fuel from INL for a commercial Aurora powerhouse in Idaho. Related to the construction and operating licensing process of the Aurora powerhouse, we previously submitted the Nuclear Safety Design Agreement and the Preliminary Documented Safety Analysis to the DOE for the Aurora powerhouse at INL ("Aurora-INL"), which represent two of five steps in the DOE regulatory pathway for nuclear facility operation. Early in 2026, the DOE approved the Nuclear Safety Design Agreement for Aurora-INL. On June 11, 2026, we announced that the DOE approved the Preliminary Documented Safety Analysis ("PDSA") for the Aurora-INL under the DOE's reactor pilot program ("RPP"). The PDSA establishes the preliminary safety basis for the facility, including the hazard analysis, accident analysis, safety controls, and design commitments that support continued advancement of final design and construction.
Related to our first Aurora powerhouse, the DOE and the INL have completed the environmental compliance process addressing the DOE requirements for site characterization. This process, resulting in an Environmental Compliance Permit, marks a milestone as we advance our plans to deliver the first commercial advanced fission power plant in the U.S.
In addition, a Notice of Intent to Award has been issued by the Defense Logistics Agency-Energy on behalf of the Department of the Air Force, tentatively selecting Oklo to provide electricity and heat to Eielson Air Force Base outside of
Fairbanks, Alaska. An Aurora-derived powerhouse is planned for the base and will be designed to integrate electric power and steam delivery, including at least 5 MWe.
Our robust pipeline of potential customer engagements spans a number of industries. For example, we have signed non-binding letters of intent with Equinix, Inc. ("Equinix"), Diamondback E&P LLC ("Diamondback Energy"), and Prometheus Hyperscale (formerly Wyoming Hyperscale White Box LLC) ("Prometheus Hyperscale"). In December 2024, we signed a 12 gigawatt ("GW") Master Power Agreement with Switch, Ltd. ("Switch"), one of the largest corporate PPAs in history.
On January 5, 2026, we entered into a prepayment agreement (the "Prepayment Agreement") with Meta Platforms, Inc. ("Meta") that advances plans to develop a 1.2 gigawatt power campus in Pike County, Ohio, to support Meta's data centers. The Prepayment Agreement provides a mechanism for Meta to prepay for power and provide funding to advance powerhouse deployment. Pursuant to the Prepayment Agreement, the Company will use Meta's funding to secure nuclear fuel, advancing the first phase of the project.
In June 2026, we entered into a letter of intent with Centrus Energy Corp. ("Centrus") under which Centrus would supply sufficient domestically produced HALEU to support multiple years of fuel requirements for up to five Aurora powerhouses, with deliveries expected to begin in 2029. The letter of intent contemplates the negotiation and execution of a definitive supply agreement and could include prepayments by us to Centrus to support fuel supply for our planned 1.2-GW power campus in southern Ohio. The timing, volume, pricing, prepayment terms, and other material provisions remain subject to further negotiation and the execution of a definitive agreement.
We are exploring opportunities with the Tennessee Valley Authority ("TVA") to recycle the utility's used fuel at a new facility and to evaluate potential power sales from future Oklo powerhouses in the region to TVA. The market interest in our solutions exemplifies the potential demand for the size range of the Aurora powerhouse product line and our differentiated business model. We have an ambitious target of deploying our first powerhouse in 2028 amidst a range of supply chain, construction, macroeconomic, and design complexities.
During the three months ended June 30, 2026, Oklo announced two collaborations in support of the federal government's Genesis Mission focused on applying artificial intelligence to advanced reactor and nuclear fuel development. In April 2026, we announced an agreement with NVIDIA Corporation and Los Alamos National Laboratory ("Los Alamos") to advance AI-enabled modeling, simulation, digital twins, materials science, and fuel validation activities for plutonium-bearing fuels, as well as power generation, grid reliability, redundancy, and stabilization studies supporting potential nuclear-powered AI infrastructure at Los Alamos. In May 2026, we announced a strategic partnership project with Battelle Energy Alliance, the management and operating contractor for INL, to integrate INL's Prometheus AI platform with our multiphysics design and analysis infrastructure to support AI-enabled engineering workflows, model benchmarking and validation, technical documentation, and development of Pluto. Pluto is our reactor system designed to use plutonium-bearing fuels and is part of the DOE's RPP. These collaborations are intended to improve engineering efficiency and advance our reactor and fuel-system development activities while supporting the broader objectives of the Genesis Mission.
In addition, the Company is expanding its capabilities in precision manufacturing, prototyping, and chemical process engineering through recent acquisitions in support of its power projects, as well as its fuel and isotopes projects. For more information about the Company's recent acquisitions, see Note 3-Business Combination-2026 Acquisitions.
Fuel
We have made significant progress in our nuclear fuel recycling and fuel fabrication efforts and in securing fuel. The DOE has reviewed and approved our Safety Design Strategy, Conceptual Safety Design Report, Nuclear Safety Design Agreement, and Preliminary Documented Safety Analysis for the Aurora Fuel Fabrication Facility at INL-all key milestones as we advance toward our goal of utilizing recovered nuclear material to fuel our first commercial Aurora powerhouse. Our Aurora Fuel Fabrication Facility was also selected under the DOE Fuel Line Pilot Program ("FLPP"). The FLPP allows for acceleration of permitting, construction, and operation of nuclear fuel production lines for research, development, and demonstration purposes, supporting a fast-track approach to commercial licensing. In addition, we successfully completed the first end-to-end demonstration of the key stages of our advanced fuel recycling process, in collaboration with Argonne and INL. This marks a significant step forward in scaling up fuel recycling capabilities and deploying a commercial-scale recycling facility.
In September 2025, we announced plans to design, build, and operate a fuel recycling facility in Tennessee as the first phase of an advanced fuel center (the "Advanced Fuel Center") to recycle used nuclear fuel into fuel for fast reactors, including our Aurora powerhouse line. The facility, which includes a roadmap of up to $1.68 billion in investment, will be the first of its kind in the U.S. and we estimate that it has the potential to create more than 800 high-quality jobs. We have completed a licensing project plan for the fuel recycling facility with the NRC and are currently in pre-application
engagement with the regulator's staff. In June 2026, we entered into a non-binding memorandum of understanding with Standard Nuclear, Inc. to explore potential purchases of recycled nuclear fuel materials to support our advanced reactor fuel supply. The contemplated offtake arrangement remains subject to further diligence, negotiation, and execution of definitive agreements.
In December 2025, we completed a fast-spectrum plutonium criticality experiment in collaboration with Los Alamos National Laboratory under the DOE's RPP. During the experiment, the system was taken critical and operated through controlled power maneuvers and transients, enabling the collection of operating data related to reactivity feedback and power response. This work places Oklo among a limited number of organizations with modern, experimentally validated operating data for plutonium-fueled fast-spectrum reactor systems, providing empirical validation of key safety and performance characteristics. Plutonium represents a potential near-term fuel option within a DOE-managed framework that complements Oklo's use of HALEU and longer-term fuel recycling strategy, providing additional flexibility as fuel markets evolve and supporting continued progress toward deployment in alignment with U.S. national priorities.
Fuel is a significant input to enable us to build and operate our powerhouses at scale and generate expected returns. The cost environment for various sources of fuel (including HALEU) has increased significantly in recent years, which is why we are implementing a diversified fuel strategy. Tariffs, supply chain constraints, inflation, and evolving sanctions have impacted the market dynamics around fuel costs and availability. In particular, beyond developing recycling and fuel fabrication facilities, we are evaluating the use of alternative fuel materials, including plutonium currently designated for the DOE's dilute-and-dispose programs, that may be made available by the U.S. government for use in advanced reactor applications. In May 2026, we announced that Oklo had been selected by the DOE for advanced negotiations under the DOE's Surplus Plutonium Utilization Program. The program aims to make designated surplus plutonium material available to industry participants and enable the conversion of those materials into fuel for advanced nuclear reactors. Any potential use of such material would be subject to DOE authorization, applicable regulatory approvals, U.S. security, safeguards and material accountability requirements, applicable cost recovery requirements, and programmatic determinations regarding material availability. By developing a diverse set of sources of fuel (including plutonium) with a wide range of costs, levels of regulatory oversight, and operational complexities, and having multiple options for fueling our powerhouses, we believe we will better navigate the shifting fuel landscape.
Isotopes
On January 7, 2026, we announced the execution of a DOE Other Transaction Agreement ("OTA") to support the design, construction, and operation of a radioisotope pilot plant located in Lockhart, Texas ("Groves Isotope Test Reactor"), under the DOE RPP. The execution of the OTA marked the transition from project selection and planning into active execution under DOE authorization. The project subsequently advanced through a series of DOE safety and authorization milestones, including approval of the Nuclear Safety Design Agreement on March 17, 2026, approval of the PDSA on May 27, 2026, and approval of the Documented Safety Analysis on June 30, 2026.
The Groves Isotope Test Reactor is intended to support the testing and validation of radioisotope production methods and to inform the planning and execution of future commercial radioisotope production facilities. The project also required us to build and exercise capabilities across private-site development, nuclear safety analysis, quality assurance, commercial procurement, construction, commissioning, operator training and qualification, radiation protection, security, emergency preparedness, DOE readiness review, startup, and operations. Although each future facility will require project-specific engineering, safety analysis, licensing, and execution, the Groves Isotope Test Reactor provides an established organizational and operational foundation from which those projects can advance.
In parallel, our isotope business received a materials license from the NRC authorizing our radiochemistry laboratory in Idaho ("Idaho Radiochemistry Laboratory") to handle, process, and distribute licensed radioactive materials, supporting initial commercial isotope processing and supply activities. Together, the Groves Isotope Test Reactor and the Idaho Radiochemistry Laboratory support a staged commercialization strategy, with the Groves Isotope Test Reactor providing deployment, authorization, and operating experience and the Idaho Radiochemistry Laboratory supporting initial commercial processing, customer supply, and further development of domestic isotope capabilities.
Our Business Model
In our differentiated build, own, and operate business model, we plan to sell power in the forms of electricity and heat directly to customers, which we believe can allow for fast-tracked customer adoption and broader market opportunities. In addition, we are a leader in the nuclear industry in the development of advanced fuel recycling, which can unlock the energy content of used nuclear fuel; we also believe this aspect of our business can complement our market position by vertically integrating and securing our fuel supply chain. In addition to our powerhouse and fuel recycling development, we
are progressing construction of a pilot scale fuel fabrication facility and building plans for a first-of-a-kind new commercial scale fuel fabrication facility. Through our isotope business, we are combining our growing expertise in building and operating powerhouses and nuclear fuel recycling with our isotope business's expertise in radioisotope production. Together, we aim to meet the increasing demands for radioisotopes in medical, energy, industry, defense, and artificial intelligence applications.
The primary product for our power business will be the energy produced from our Aurora powerhouses once operational. Our primary business model is to sell the energy to customers through PPAs, as opposed to selling our powerhouse designs. This business model allows for recurring revenue, provides the opportunity to capture profitability of an Aurora powerhouse upon improved operational efficiency, and enables project financing structures. This business model sets us apart from the traditional nuclear power industry, which typically sells reactor design and engineering services to large scale utility customers and not power. Selling power through PPAs is a common practice within the renewable energy and utility sectors and indicates that this business model could be feasible for power plants within the size range targeted by our Aurora product line (i.e., 15 MWe-75 MWe, and ranging upward to potential sizes of 100 MWe and higher).
The traditional nuclear power industry comprises developers of large (ranging from approximately 600 MWe to over 1,000 MWe) light water reactors that sell or license their reactor designs to large utilities that then construct and operate the nuclear power plant. The developer's focus on regulatory approval of the design may lock in certain lifecycle regulatory costs that are realized by the owner-operator during construction and operations. As a result, lifecycle cost implications are generally not addressed cohesively between the developer and the owner-operator, and the regulatory strategy does not holistically implement the lifecycle benefits of the technology's inherent safety characteristics. The advanced fission industry has largely followed the historical blueprint of developers seeking design certifications or approvals, and utilities bearing the future burden of licensing for construction and operations. While there are a number of advanced reactor designers developing smaller sized reactors than those traditionally used in the nuclear power industry, many of these developers are generally pursuing regulatory approval of groupings of these smaller reactors as part of singular larger plants, sizes of 200 MWe and up to 1,000 MWe.
We plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 MWe-75 MWe, and potentially 100 MWe and higher). As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design. We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion over time, as opposed to the historical model used in the nuclear power industry, which divides the incentives and responsibilities between the developer and the utility.
Additionally, this modular and scalable approach enables us to better deal with the inherent uncertainties, costs, and inefficiencies of the many service providers, manufacturers, fuel providers, and other third parties that we will rely on to build our powerhouses. While we expect that individual powerhouses may, and our first few powerhouses likely will, experience challenges that require us to manage unexpected costs and possible construction delays, our business model allows us to take the learnings from constructing those powerhouses and make improvements with future projects.
In particular, we expect the construction of our first powerhouses, such as the powerhouse at INL, to include additional, unique, one-time costs as compared to the costs expected for future powerhouse projects. Such additional costs will result, in part, from design decisions to include enhanced fuel and core testing capabilities, which will be more costly and complex to design and build. These complexities will also increase the possibility of construction delays. We expect future powerhouses to benefit from substantial cost reductions as compared to the deployment of our first few reactors, both because subsequent reactors will not require these enhanced testing capabilities, and because we expect the testing capabilities to help us identify opportunities to reduce our costs and improve our operational efficiency over time.
Selling electricity under PPAs follows an established revenue model in global power markets. While this model is more typically used for renewable energy solutions, we believe it is a compelling model for us because of the relatively small size and the lower expected capital costs of our powerhouses, when compared with other nuclear power plants. In addition, our model is designed to generate recurring revenue in a way that the traditional licensing model does not. Our powerhouses could be operating cash flow positive from the first year of operation due to our anticipated favorable unit economics. We also believe this approach will drive unit growth and allow us to ultimately launch higher output versions of our powerhouses. As our technology matures, we intend to offer customers flexibility in business model and deployment solutions to meet their needs, providing us with the largest target customer base possible. Given our growth stage, we continue to develop and evaluate our overall cost and potential pricing structure as we evaluate our unit economics, which
we expect to be subject to market and extrinsic forces such as the impact of construction costs as a result of tariffs, supply chain pressures, and other macroeconomic factors.
In addition to selling power under PPAs, we are taking steps to enhance our mission with our fuel fabrication projects and advanced nuclear fuel recycling technology as well as executing targeted acquisitions to build capabilities to support our businesses. We are actively developing nuclear fuel recycling capabilities with the goal of deploying a commercial-scale fuel recycling facility in the U.S. by the early 2030s. Used nuclear fuel still contains approximately 95% of its energy content, and it has been estimated there is enough energy in the form of used nuclear fuel in the U.S. to power the expected electrical needs in the U.S. for 100 years with fast fission power plants. According to the DOE, more than 90,000 metric tons of used nuclear fuel have been generated since 1950, and an additional 2,000 metric tons are generated every year. Currently, other countries recycle used nuclear fuel, but the U.S. does not, and hence there is an enormous opportunity to do so.
Our reactors are specifically designed to run on fresh, recycled, or down-blended nuclear fuel, and nuclear fuel recycling and down-blending federal government materials could provide future margin uplift for our power sales business, as well as the potential for new revenue streams. We continue to evaluate the overall cost and timeline to be able to receive any potential benefit from this embedded opportunity. We are also evaluating the potential use of alternative fuel materials, including plutonium designated for dilute-and-dispose programs, that could be made available by the U.S. government for use in advanced reactors. This initiative complements our recycling work and supports the development of a resilient and diversified domestic fuel supply chain.
Recent Developments
Groves Isotope Test Reactor Startup Authorization
On July 23, 2026, the DOE granted startup authorization for our Groves Isotope Test Reactor under the DOE RPP, completing the DOE authorization process and allowing us to proceed with fuel loading, startup testing, and reactor operations. On August 5, 2026, the Groves Isotope Test Reactor achieved first criticality. The Groves Isotope Test Reactor is a low-power test reactor designed to demonstrate reactor design, construction, and operations and to help establish experience for future isotope production facilities. The Groves Isotope Test Reactor was developed on privately owned land, financed with private capital, and executed using full-scale systems, components, and fuel that were commercially sourced or manufactured by us under DOE safety oversight. The Groves Isotope Test Reactor was the first reactor under the DOE RPP to reach criticality on private land.
Key Factors Affecting Our Performance
We believe that our future success and financial performance depend on a number of factors that present significant opportunities for our business, but also pose risks and challenges. As a result, we are subject to continuing risks and uncertainties. For additional information, see the section titled "Risk Factors" in Part II, Item 1A of this Quarterly Report and in Part I, Item 1A of Oklo's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Product Development Plan
We plan to leverage the next-generation fast fission powerhouses that we are developing in order to sell power to a variety of potential customers, including data centers, military and other government facilities, factories, industrial customers, off-grid and remote communities, commercial and institutional campuses, and utilities.
Commercial deployment of any advanced fission power plant requires obtaining regulatory approvals for design, construction, and operation. For Aurora-INL, we are pursuing DOE authorization as the primary pathway to support construction, commissioning, and operations under DOE oversight. On June 11, 2026, we announced that the DOE approved the PDSA for the Aurora-INL under the DOE's RPP. The PDSA establishes the preliminary safety basis for the facility, including the hazard analysis, accident analysis, safety controls, and design commitments that support continued advancement of final design and construction.
We continue to engage with the NRC and advance activities that may support an NRC license for Aurora-INL and future commercial deployments. We are evaluating the timing and form of future NRC applications in light of evolving federal policy, NRC rulemaking, and implementation guidance, including the recently finalized Part 53 framework and proposed
Part 57 framework. This approach allows Aurora-INL to continue progressing toward operations under DOE authorization while preserving NRC licensing optionality for Aurora-INL and our broader commercial fleet.
In July 2025, we completed a Phase I pre-application readiness assessment with the NRC to evaluate the maturity of our siting and environmental approach and our overall readiness to submit those parts of a combined license application. The assessment concluded with no significant gaps identified that would hinder acceptance of the application, marking a key milestone in our licensing strategy. It is uncertain when, if at all, we will obtain NRC approvals for the design, construction, and operation of any of our powerhouses. Our financial condition, commercial plans, and results of operations are likely to be materially and adversely affected if we do not obtain such approvals or if this process takes significantly longer or costs more than we expect.
Alongside ongoing NRC progress, on August 13, 2025, Oklo and Atomic Alchemy were selected by the DOE for three of the eleven projects awarded under the newly established RPP. Oklo was selected for two projects, and Atomic Alchemy for one project. Among these, the Aurora-INL powerhouse was approved to proceed under DOE purview, granting access to the DOE authorization pathway-a regulatory framework that provides full authority to construct and operate the powerhouse while maintaining high safety standards. This designation supports deployment of the Aurora-INL powerhouse by streamlining federal review and providing a platform for demonstration of the Aurora powerhouse design to support future NRC licensing.
In August 2025, the NRC accepted for review our principal design criteria ("PDC") topical report for Aurora-INL, which establishes a regulatory framework that defines the fundamental safety, reliability, and performance requirements to guide future reactor licensing and design activities. The NRC accepted our PDC topical report under an accelerated timeline and approved the PDC topical report in April 2026.
Additionally, we plan to be the designer, builder, owner, and operator of our powerhouses and plan to focus on small-scale powerhouses (15 MWe, 75 MWe, and potentially 100 MWe and higher designs). As a result, we have an incentive to relentlessly focus on the full lifecycle of a safe, well-maintained, cost-effective powerhouse and holistically implement the benefits of an inherently safe, simple design. We expect this approach to enable us to reduce and manage lifecycle regulatory and operating costs in an integrated fashion, as opposed to the historical model used in the nuclear power industry, which divides the incentives and responsibilities between the developer and the utility. However, this model exposes us directly to the costs of building, owning, and operating our powerhouses. Our cost projections and timelines are heavily dependent upon fuel, raw materials (such as steel), equipment, and technical and construction service providers (such as engineering, procurement, and construction firms). The global supply chain on which we will rely (including for HALEU), has been significantly impacted in recent years by inflation, instability in the banking sector, war and other hostilities, and other economic uncertainties, resulting in potential significant delays and cost fluctuations. Similar developments in the future may impact our performance from both a deployment and cost perspective. Our initial assets in operation will represent the first deployment of our Aurora design and, as such, will be subject to risk around both cost and time associated with first-of-a-kind capital project delivery. In particular, we expect the construction of our first powerhouse at INL to include additional, unique costs as compared to the costs expected for future powerhouse projects. Such additional costs will result, in part, from design decisions to include enhanced fuel and core testing capabilities, which will be more costly and complex to design and build. We expect future powerhouses to benefit from substantial cost reductions as compared to our first reactor deployment.
Plan of Operations
To further our ambitious target of deploying our first powerhouse in 2028, amidst a range of supply chain, geopolitical, macroeconomic, and design complexities, we will engage or continue to engage in the following key initiatives:
•Progressing regulatory approval for powerhouse deployments with both the DOE and the NRC.
•Progressing regulatory pre-application related activities with the NRC for licensing of commercial fuel fabrication.
•Continuing work and regulatory activities related to fuel recycling, such as pre-application regulatory alignment efforts with the NRC, and research and development, both independently and in conjunction with the DOE, focused on facility and process design for the Oklo fuel recycling facility.
•Working with INL on fuel manufacturing, including preparation of documentation for regulatory review, finalization of the facility design, and expected construction activities.
•Advancing partnerships related to fuel enrichment, fuel fabrication, and other key supply chain elements, as well as other procurement activities to expand our fuel sourcing supply chain.
•Advancing DOE authorization and related design activities for the Aurora Fuel Fabrication Facility at INL, which is intended to fabricate fuel for Oklo's first commercial-scale Aurora powerhouse, the Aurora-INL.
•Advancing plans for our Advanced Fuel Center in Oak Ridge, Tennessee-beginning with a proposed fuel recycling facility-to support fuel recycling and fabrication capabilities.
•Evaluating the potential use of alternative U.S. government fuel materials, including plutonium for use in advanced reactor applications, in support of Oklo's multi-pronged fuel strategy and domestic fuel supply chain development.
•Executing on key non-fuel elements of our supply chain, including reactor module systems, refueling systems, steam turbine generators, structural steel, and other critical construction inputs.
•Progressing engineering procurement and construction activities in support of the construction of Aurora powerhouses.
•Working with Kiewit Nuclear Solutions Co. ("Kiewit"), who was selected as the lead constructor for our first Aurora powerhouse in Idaho, a major milestone toward project delivery and execution.
•Continuing and initiating site preparation for announced power facilities at INL and Pike County, Ohio, respectively. We will begin site preparation for other announced projects based on prioritization, potentially including prospective customers such as Meta, Equinix, Diamondback Energy, Prometheus Hyperscale, Switch, and other future projects.
•Exploring activities related to, or in support of, various Executive Orders that look to accelerate the deployment of domestic, advanced nuclear energy.
•Negotiating and executing additional letters of intent, memoranda of understanding, and master partnership agreements and converting such preliminary agreements into PPAs with multiple potential customers.
•Negotiating term sheets and binding PPAs with customers who have previously signed nonbinding agreements such as letters of intent to purchase power.
•Pursuing potential isotope sales opportunities, including evaluating customer interest, commercial structures, and related agreements to support future commercial opportunities.
•Continuing to hire additional personnel and implement processes and systems necessary to deliver our business strategy.
•Progressing production of radioisotopes by our isotope business, assessing options to scale production, and developing and executing plans to grow this business.
•Evaluating potential acquisition opportunities to strategically accelerate our business and enhance our capability to execute on our business plans.
•Evaluating opportunities across the nuclear space sector, including potential applications involving radioisotope power systems and related technologies, in light of recent customer interest, industry procurement activity, and market demand.
•Continuing to pursue activities, such as our ATM Program, to raise capital at the corporate and asset levels.
For the six months ended June 30, 2026 and the year ended December 31, 2025, our total operating expenses were $125.4 million and $139.3 million, respectively.
We expect our total cash used in operating activities for 2026 to be in the range of $120 million to $150 million and our total cash used for purchases of property, plant and equipment to be in the range of $400 million to $500 million.
Nuclear Energy Industry
The nuclear energy industry operates in a politically sensitive environment, and the successful execution of our business model is dependent upon public support for nuclear power in the U.S. and other countries. The U.S. government has in recent years consistently indicated through bipartisan action that it recognizes the importance of nuclear power in meeting the United States' growing energy needs. As an example, the ADVANCE Act, which was signed into law on July 9, 2024 with significant bipartisan support, streamlines licensing, reduces costs, and boosts U.S. leadership in advanced nuclear energy by modernizing regulations, supporting fuel innovation, and expanding global competitiveness.
On May 23, 2025, four Executive Orders directed federal agencies to streamline licensing at the NRC, accelerate advanced reactor deployment at DOE and U.S. Department of Defense sites for national security and AI/data-center needs, overhaul the domestic nuclear fuel cycle, and strengthen the U.S. nuclear industrial base. These Executive Orders, together with proposed legislation, reflect sustained federal interest in strengthening domestic energy security, supporting AI-driven infrastructure growth, and promoting advanced nuclear deployment. Ongoing DOE initiatives, including the RPP and FLPP, further demonstrate federal focus on developing a resilient nuclear fuel cycle and advancing advanced reactor technologies.
Additionally, opponents of advanced nuclear deployment in the U.S. and intervenors in regulatory proceedings could delay the licensing that our business model requires. As a result, our performance will depend in part on factors generally affecting the views and policies regulating the nuclear energy industry, which we cannot predict over the long term.
Key Components of Results of Operations
Revenue
In June 2026, we completed the acquisitions of two advanced engineering companies, ARMEC, LLC and Creative Engineers, Inc. These two highly specialized teams bring precision manufacturing and mechanical engineering expertise specializing in high-precision machining and prototyping, and mechanical engineering services and chemical process engineering expertise in sodium and alkali-metal systems, both for the nuclear industry, to expand Oklo's engineering capabilities. Both of these newly acquired subsidiaries continue to provide engineering services to an established group of customers. Revenue is generated from contracts with government agencies and commercial counterparties for engineering, design, licensing support, technical consulting, research and development activities, and other services related to advanced nuclear technology development.
Cost of Sales
Cost of sales includes direct costs incurred in satisfying performance obligations under customer contracts.
Operating Expenses
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 a subsequent 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
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
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
Other income consists of interest and dividend income on our portfolio of marketable debt securities.
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. Federal and state income taxes may be incurred as a result of our revenue and interest income from investments, after available tax deductions and tax attribute carry-overs.
Results of Operations
The following tables set forth our condensed consolidated results of operations for the periods indicated. The period-over-period comparison of financial results is not necessarily indicative of future results.
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table sets forth our historical results for the periods indicated, and the changes between periods:
Three Months Ended June 30, 2026 versus 2025
(in thousands)
2026 2025 $ Change % Change
Revenue $ 1,210 $ - $ 1,210 NM
Operating expenses
Cost of sales 721 - 721 NM
Research and development 39,474 11,468 28,006 244.2 %
General and administrative 34,205 16,547 17,658 106.7 %
Other income (loss)
Interest and dividend income, net 23,209 3,761 19,448 517.1 %
Other non-operating expenses (1,708) - (1,708) NM
Income taxes 3,153 (431) 3,584 NM
Percentage changes that are considered not meaningful are denoted with "NM."
Revenue
Revenue primarily resulted from the acquisitions during the six months ended June 30, 2026.
Cost of Sales
Cost of sales resulted from the acquisitions during the six months ended June 30, 2026.
Research and Development
R&D expenses increased by $28.0 million from 2025 to 2026 as presented above, primarily driven by increases in employee compensation expenses of $7.1 million and professional services of $14.7 million. The increase in employee compensation expenses was primarily attributable to an increase in average headcount of approximately 109 employees compared with the prior year period, and an increase in stock-based compensation costs of $2.4 million. The increase in professional services was primarily driven by an increase in costs from third-party service providers for consulting and engineering services.
General and Administrative
G&A expenses increased by $17.7 million from 2025 to 2026 as presented above, primarily driven by increases in employee compensation expenses of $6.6 million, professional services of $6.2 million, and facilities and travel costs of $2.3 million. The increase in employee compensation expenses was primarily attributable to an increase in average headcount of approximately 50 employees compared with the same period in 2025, and an increase in stock-based compensation costs of $0.6 million. The increase in professional services was primarily driven by an increase in costs for professional services for accounting and consulting services.
Other Income
Interest and dividend income increased by $19.4 million from 2025 to 2026 as presented above, primarily driven by an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period as a result of equity issuances.
Income Taxes
For the three months ended June 30, 2026, an income tax benefit of $3.2 million was recorded primarily related to a change in estimated accrual for state income tax expense during the period.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table sets forth our historical results for the periods indicated, and the changes between periods:
Six Months Ended June 30, 2026 versus 2025
(in thousands) 2026 2025 $ Change % Change
Revenue $ 1,210 $ - $ 1,210 NM
Operating expenses
Cost of sales 721 - 721 NM
Research and development 66,523 19,314 47,209 244.4 %
General and administrative 58,132 26,575 31,557 118.7 %
Other income (loss)
Interest and dividend income, net 44,548 7,414 37,134 500.9 %
Other non-operating expenses (1,981) - (1,981) NM
Income taxes (2) 3,980 (3,982) NM
Percentage changes that are considered not meaningful are denoted with "NM."
Revenue
Revenue primarily resulted from the acquisitions during the six months ended June 30, 2026.
Cost of Sales
Cost of sales resulted from the acquisitions during the six months ended June 30, 2026.
Research and Development
R&D expenses increased by $47.2 million from 2025 to 2026 as presented above, primarily driven by increases in employee compensation expenses of $12.9 million, and professional services of $20.5 million. The increase in employee compensation expenses was primarily attributable to an increase in average headcount of approximately 95 employees compared with the prior year period, and an increase in stock-based compensation costs of $8.9 million. The increase in professional services was primarily driven by an increase in costs from third-party service providers for consulting and engineering services.
General and Administrative
G&A expenses increased by $31.6 million from 2025 to 2026 as presented above, primarily driven by increases in employee compensation expenses of $10.0 million and professional services of $9.2 million. The increase in employee compensation expenses was primarily attributable to an increase in average headcount of approximately 46 employees compared with the same period in 2025, and an increase in stock-based compensation costs of $7.4 million. The increase in professional services was primarily driven by an increase in costs for professional services for accounting and consulting services.
Other Income
Interest and dividend income increased by $37.1 million from 2025 to 2026 as presented above, primarily due to an increase in our cash, cash equivalents and marketable debt securities balances from the prior year period as a result of equity issuances.
Income Taxes
For the six months ended June 30, 2025, we recorded an income tax benefit of $4.0 million, primarily related to discrete items recognized in connection with the acquisition of Atomic Alchemy during the period.
Liquidity and Capital Resources
As of June 30, 2026, our cash, cash equivalents, and marketable debt securities were $3,006.3 million. We continue to incur significant operating losses. For the six months ended June 30, 2026, we had a net loss of $81.6 million, loss from operations of $124.2 million, and net cash used in operating activities of $65.5 million. As of June 30, 2026, we had an accumulated deficit of $322.4 million. Management expects that significant on-going operating and capital expenditures will be necessary to successfully implement our business plan, develop our powerhouses, fuel recycling facilities and fuel fabrication technology, acquire fuel for those powerhouses and recycling facilities, and expand our radioisotope business.
We will utilize our existing cash, cash equivalents, and marketable debt securities to fund our powerhouses, radioisotopes and fuel businesses, operations, and growth plans, and we believe that our existing cash, cash equivalents, and marketable debt securities will be sufficient to fund our operations for the one-year period following the issuance date of the accompanying unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2026.
Commitments and Contractual Obligations
We did not have any material commitments or contractual obligations as of June 30, 2026.
Cash Flows Comparison
A summary of our consolidated sources and uses of cash and cash equivalents was as follows:
Six Months Ended June 30,
(in thousands) 2026 2025
Net cash used in operating activities $ (65,459) $ (30,714)
Net cash (used in) provided by investing activities (912,731) (280,696)
Net cash provided by (used in) financing activities 1,851,349 441,049
Net increase (decrease) in cash, cash equivalents and restricted cash $ 873,159 $ 129,639
Cash, cash equivalents, and restricted cash, end of period $ 1,661,604 $ 226,771
Operating Activities
Net cash used in operating activities was $65.5 million in 2026, compared to $30.7 million in 2025. The $34.8 million increase in net cash used in operating activities from 2025 to 2026 was primarily driven by operating expenses as we continue to scale our operations, consisting of $37.8 million cash used for payroll and employee benefits of personnel and $74.9 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 $45.4 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 $912.7 million in 2026 compared to net cash used in investing activities of $280.7 million in 2025. The increase in net cash used in investing activities of $632.0 million from 2025 to 2026 was primarily from cash used for the purchase of marketable debt securities, offset from proceeds from redemptions, netting $743.6 million, capital expenditures related to deployment of our planned facilities, including capital expenditure prepayments, of $126.9 million, cash used for acquisition of businesses of $25.7 million, and other investments of $16.5 million.
Financing Activities
Net cash provided by financing activities was $1,851.3 million in 2026 compared to net cash provided by financing activities of $441.0 million in 2025. The increase in net cash provided by financing activities of $1,410.3 million from 2025 to 2026 was primarily from proceeds from the issuance and sale of shares of our common stock in connection with our ATM programs of $1,851.9 million.
Critical Accounting Estimates
Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 provides a more complete discussion of our critical accounting policies and estimates.
Emerging Growth Company Status
The Company is classified as an emerging growth company ("EGC"), as defined under the Jumpstart Our Business Startups Act (the "JOBS Act"). Therefore, we are eligible to utilize certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We will retain EGC status until December 31, 2026.
Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs, but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.
Recent Accounting Pronouncements
See Note 2-Summary of Significant Accounting Policies of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for additional information regarding recently adopted accounting standards and recently issued and not adopted accounting standards as of the date of this report.
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