oklo-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40583

Oklo Inc.

(Exact name of registrant as specified in its charter)


Delaware	86-2292473
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3190 Coronado Dr. Santa Clara, CA	(650) 550-0127	95054
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

N/A

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	OKLO	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	o

		Emerging growth company	x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had 173,990,987 shares of Class A common stock outstanding as of May 7, 2026.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 on Form 10-Q/A is to amend the certification filed as Exhibit 31.2 to the Quarterly Report on Form 10-Q of Oklo Inc. (the "Company") for the quarterly period ended March 31, 2026, filed with the U.S. Securities and Exchange Commission on May 12, 2026 (the "Original Filing") to correct the inadvertent omission of the conformed signature of the Chief Financial Officer. The certification was fully executed on May 12, 2026 and was in the Company's possession at the time of the Original Filing.

Other than set forth above, this Amendment No. 1 does not modify, amend or update in any way the financial or other information contained in the Original Filing, nor does this Amendment No. 1 reflect events that may have occurred after the Original Filing.

TABLE OF CONTENTS


		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
SIGNATURES		31

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Oklo Inc. (“Oklo,” the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continue,” “might,” “possible,” “potential,” “predict,” “project,” “goal,” “would,” “commit” and other stylistic variants denoting forward-looking statements.

We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends.

The forward-looking statements contained in this Quarterly Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. Forward-looking statements, by their nature, are subject to a variety of assumptions, risks, and uncertainties that could cause actual results or performance to differ materially from the results projected. Many of these risks and uncertainties cannot be controlled by us. Factors that may cause our actual decisions or results to differ materially from those contemplated by these forward-looking statements include, among other things: risks related to the development and deployment of Oklo’s powerhouses, fuel fabrication and fuel recycling facilities, and radioisotope production activities; the risk that Oklo is pursuing an emerging market with no commercial project operating and regulatory uncertainties; risks related to acquisitions, divestitures, or joint ventures we may engage in; the need for financing to construct plants, which remain subject to market, financial, political, and legal conditions; risks related to an inability to raise additional capital to support our business and sustain our growth on favorable terms; the effects of competition; risks related to accessing high-assay low-enriched uranium (“HALEU”), plutonium, and other fuels (including recycled fuels) at acceptable costs and under acceptable timelines; risks related to our supply chain; risks related to power purchase agreements or other commercial agreements; risks related to human capital; risks related to our intellectual property; risks related to cybersecurity and data privacy; changes in applicable laws or regulations, including tariffs; the outcome of any government and regulatory proceedings and investigations and inquiries; and other factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by this Quarterly Report and any other documents we have subsequently filed with the U.S. Securities and Exchange Commission (the “SEC”). The discussion in this Quarterly Report should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, except as may be required by law.

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

Oklo Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)


	As of
	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	1,594,103	$	788,445
Marketable debt securities	614,506		439,526
Prepaid and other current assets	17,049		25,798
Total current assets	2,225,658		1,253,769
Marketable debt securities, net of current portion	328,289		184,568
Property, plant and equipment, net	95,615		42,312
Operating lease right-of-use assets	2,528		1,384
Indefinite-lived intangible assets	27,500		27,500
Goodwill	6,621		6,621
Other assets	17,298		12,303
Total assets	$	2,703,509	$	1,528,457
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	14,209	$	4,145
Accrued expenses and other	21,896		20,497
Operating lease liabilities	1,031		904
Total current liabilities	37,136		25,546
Operating lease liabilities, net of current portion	1,589		546

Right of first refusal liability	25,000		25,000
Deferred tax liabilities	1,155		1,155
Total liabilities	64,880		52,247
Commitments and contingencies
Stockholders' equity:
Class A common stock, $0.0001 par value – 500,000,000 shares authorized; 173,867,839 and 160,514,103 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	17		16
Additional paid-in capital	2,913,931		1,715,787
Accumulated deficit	(273,837)		(240,772)
Accumulated other comprehensive (loss) income	(1,482)		1,179
Total stockholders’ equity	2,638,629		1,476,210
Total liabilities and stockholders’ equity	$	2,703,509	$	1,528,457

See accompanying notes to condensed consolidated financial statements.


	Three Months Ended March 31,
		2026		2025
Operating expenses
Research and development		$	27,049	$	7,846
General and administrative		24,200		10,028
Total operating expenses		51,249		17,874
Loss from operations		(51,249)		(17,874)
Other income

Interest and dividend income, net		21,339		3,653

Loss before income taxes		(29,910)		(14,221)
Income tax (expense) benefit		(3,155)		4,411
Net loss		$	(33,065)	$	(9,810)


Net loss per share:
Basic and diluted - Class A common stock		$	(0.19)	$	(0.07)


Weighted-average common shares outstanding - basic and diluted - Class A common stock		170,333,746		138,109,974


	Class A Common Stock	Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
			Shares					Par Value
Balance as of January 1, 2026		160,514,103		16		$	1,715,787		$	(240,772)	$	1,179	$	1,476,210
Exercise of stock options		290,908		—		737			—		—		737
Issuance of common stock for restricted stock units		687,756		—		—			—		—		—
Common stock withheld for taxes		(1,280)		—		(75)			—		—		(75)

Issuance of common stock in at-the-market offering, net of offering costs		12,376,352		1		1,181,896			—		—		1,181,897
Stock-based compensation		—		—		15,586			—		—		15,586
Change in unrealized loss on marketable debt securities		—		—		—			—		(2,661)		(2,661)
Net loss		—		—		—			(33,065)		—		(33,065)







Balance as of March 31, 2026		173,867,839		$	17	$	2,913,931		$	(273,837)	$	(1,482)	$	2,638,629


Cash	$	1,016
Common stock	27,408
Total purchase consideration	$	28,424


Cash	$	116
Prepaid expenses	99
Property and equipment	40
Operating lease right-of-use assets	19
Indefinite-lived intangible assets	27,500
Goodwill	6,621
Operating lease liability	(19)
Other current liabilities	(268)
Deferred tax liabilities	(5,684)
Net assets acquired	$	28,424


	As of
	March 31, 2026 (unaudited)		December 31, 2025
Prepaid expense	$	5,670	$	18,853

Accrued interest receivable	9,710		4,976

Other	1,669		1,969
Total prepaid and other current assets	$	17,049	$	25,798


		As of
	Estimates Useful Lives (Years)	March 31, 2026 (unaudited)		December 31, 2025
Computers and equipment	3 - 7	$	366	$	366
Furniture, fixtures and machinery	7	665		483
Software	3	1,405		1,405
Leasehold improvements	*	62		62
Land	N/A	5,145		5,145
Total property and equipment, gross		7,643		7,461
Less: accumulated depreciation and amortization		(1,060)		(897)
Construction in progress and equipment deposits		89,032		35,748
Total property, plant and equipment, net		$	95,615	$	42,312


2026 (remaining of year)	$	1,045
2027	614
2028	614
2029	635
2030	106

Minimum lease payments	3,014
Less imputed interest	(394)
Present value of operating lease liabilities	$	2,620
Current portion of operating lease liabilities	$	1,031
Noncurrent portion of operating lease liabilities	1,589
Total operating lease liabilities	$	2,620


	As of March 31, 2026
	Amortized Cost		Unrealized Gains		Unrealized Losses (1)		Fair Value		Cash and Cash Equivalents		Current Marketable Debt Securities		Noncurrent Marketable Debt Securities
Cash	$	—	$	—	$	—	$	—	$	15,571	$	—	$	—
Level 1:
Money market funds	—		—		—		—		1,578,532		—		—
U.S. Treasury securities	805,151		289		(1,674)		803,766		—		475,477		328,289
Subtotal	805,151		289		(1,674)		803,766		1,578,532		475,477		328,289
Level 2 (2):
Commercial paper	139,126		10		(107)		139,029		—		139,029		—
Total	$	944,277	$	299	$	(1,781)	$	942,795	$	1,594,103	$	614,506	$	328,289


Due within 1 year	$	614,506
Due after 1 year through 5 years	328,289
Total fair value	$	942,795


	As of December 31, 2025
	Amortized Cost		Unrealized Gains		Fair Value		Cash and Cash Equivalents		Current Marketable Debt Securities		Noncurrent Marketable Debt Securities
Cash	$	—	$	—	$	—	$	11,022	$	—	$	—
Level 1:
Money market funds	—		—		—		777,423		—		—
U.S. Treasury securities	504,008		1,123		505,131		—		320,563		184,568
Subtotal	504,008		1,123		505,131		777,423		320,563		184,568
Level 2 (1):
Commercial paper	118,907		56		118,963		—		118,963		—
Total	$	622,915	$	1,179	$	624,094	$	788,445	$	439,526	$	184,568


	Restricted Stock		Stock Options		Totals
Unrecognized stock-based compensation cost	$	118,291	$	13,757	$	132,048
Weighted-average period over which cost is expected to be recognized (in years)	3.44		3.32		3.42


Exhibit Number						Description
3.1						Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2024).
10.1						Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Com pany's Quarterly Report on F orm 10-Q, filed wi th the SEC on May 12, 2026).
31.1*						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
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.
104						The cover page from the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, formatted in Inline XBRL (included as Exhibit 101).


		Oklo Inc.
		(Registrant)

Date: June 16, 2026	By:	/s/ JACOB DEWITTE
		Jacob DeWitte
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date: June 16, 2026	By:	/s/ R. CRAIG BEALMEAR
		R. Craig Bealmear
		Chief Financial Officer
		(Principal Financial Officer)


Period Ended	Shares Issued	Average Net Price Per Share	Gross Proceeds		Net Proceeds
March 31, 2026	12,376,352	$96.95	$	1,199,868	$	1,181,897


	Three Months Ended March 31,				2026 versus 2025
(in thousands)	2026		2025		$ Change		% Change
Operating expenses
Research and development	$	27,049	$	7,846	$	19,203	244.7	%
General and administrative	24,200		10,028		14,172		141.3	%


Other income

Interest and dividend income	21,339		3,653		17,686		484.2	%


Income tax (expense) benefit	(3,155)		4,411		(7,566)		NM


Period	Total number of shares (or units) purchased (1)	Average price paid per share (or unit)			Total number of shares (or units) purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1 - 31, 2026	—	$	—	—	—	—
February 1 - 28, 2026	—	$	—	—	—	—
March 1 - 31, 2026	1,280	$	58.25	—	—	—
Total	1,280				—	—

Amendment: SEC Form 10-Q/A filed by Oklo Inc.