OKLO 10-Q 2026-09-30 section summaries

OKLO — Q3 and nine months ended September 30, 2026

Oklo remained a pre-commercial advanced nuclear company, with revenue primarily from services rather than reactor power sales. It reported sharply higher operating costs and losses as it expanded development and manufacturing capabilities. Equity issuance substantially increased liquidity, while purchases of property and equipment and construction activity accelerated.

Consolidated results

Q3 other income included $27.885M of interest and dividend income and a $2.034M unrealized investment gain. Higher investment income partly offset the increased operating loss. The $11.430M asset-sale gain was from the sale of land.

Balance sheet and cash flow

Intangible assets comprise $27.500M of in-process R&D, $16.000M of customer relationships, $0.800M of trade names and $0.376M of other intangibles, less $0.492M of accumulated amortization. Implied tangible equity was approximately $3.588B. PP&E growth largely reflected construction in progress and equipment deposits, which rose to $249.346M from $35.748M. Prepaid expenses and other current assets increased to $158.078M from $25.798M, including $68.690M of prepaid enriched uranium and $55.417M of construction deposits.

Investing activities used $1.299B, including $1.495B of marketable-security purchases, $529.951M of redemptions and $25.736M for acquisitions, net of cash acquired. Financing provided $2.253B, principally from common-stock sales, net of offering costs. Oklo issued 32,608,356 ATM shares during the nine months for $2.288618B gross and $2.253705B net proceeds; shares outstanding rose from 160.514M at January 1 to 195.162M at September 30. Cash, equivalents and marketable securities increased substantially, and management expected available funds to support operations for at least one year after issuance of the statements. A $58.014M enriched-uranium letter of credit was released October 13, 2026, making the related restricted cash available for general corporate purposes.

Available-for-sale securities had $1.605342B amortized cost and $1.595637B fair value, including $9.708M of gross unrealized losses; no credit-loss allowance was recorded because the losses were considered temporary. Stock-based compensation expense rose to $19.180M in Q3 from $9.120M and to $49.124M for 9M from $22.796M. The company also capitalized $1.389M of stock compensation to construction in progress. At period end, unrecognized compensation cost was $187.460M, expected to be recognized over 3.58 years. Anti-dilutive securities excluded from diluted loss per share totaled 9,481,149 shares: 5,464,630 options, 3,696,456 RSUs and 320,063 business-combination restricted shares.

Business development, commitments and risks

Oklo is developing metal-fueled fast-fission Aurora powerhouses, with initial designs targeting 15–75 MWe, and is pursuing fuel recycling and fabrication and radioisotope production. The 2026 acquisitions of ARMEC and Creative Engineers added machining, prototyping and chemical-process expertise. Preliminary combined consideration was $33.380M, including $26.768M cash, $4.066M of net purchase-price holdbacks and $3.110M of fair-value contingent consideration, less a $0.564M settlement of preexisting relationships. Purchase accounting remained provisional. The acquisitions contributed $1.861M of Q3 and $2.829M of 9M revenue and net losses of $1.114M and $1.156M, respectively.

The 2025 Atomic Alchemy acquisition brought radioisotope projects at different stages of development. Its $27.500M of indefinite-lived acquired IPR&D includes Abundantia, expected to generate revenue in 2027 subject to material-handling permits, and Meitner, which depends on construction of a commercial-scale facility and NRC licenses.

A third party’s $25.0M nonrefundable payment for rights under a letter of intent remains a liability. The arrangement contemplates a 20-year power-supply term, renewable for additional 20-year terms, with pricing to be set in future PPAs and a 36-month right of first refusal over certain output. Remaining performance obligations not subject to disclosure exceptions were not material. Commercialization remains dependent on development, deployment and regulatory execution, amid supply-chain, construction, design, fuel-cost, inflation, trade-policy and geopolitical uncertainties. Oklo had one reportable segment and remained an emerging growth company, with that status expected to end December 31, 2026.

OKLO — MD&A summary (Q3 and nine months ended September 30, 2026)

Results

Oklo remains pre-commercial in power generation; the small amount of revenue came primarily from engineering businesses acquired in June 2026, ARMEC and CEI, which continue serving existing customers. Their work includes engineering, design, licensing support, consulting and R&D.

$ millions, except percentages

For the nine months, operating loss was $195.2 million and net loss was $123.3 million; accumulated deficit reached $364.1 million. R&D increased 178.7% in Q3 and 215.7% for 9M, reflecting workforce growth and higher payroll, stock-based compensation and engineering/professional-services costs. G&A rose 94.6% in Q3 and 108.0% for 9M, driven by payroll, stock-based compensation, professional services and higher IT, travel and occupancy expenses. Management expects G&A to rise as operations expand. Interest and dividend income increased with larger cash and marketable-debt-security balances funded by equity issuance.

Cash flow and liquidity

Operating cash outflows included $58.5 million for payroll and benefits and $126.7 million for other costs, partly offset by $70.0 million of higher cash interest and dividend income. Facility-related capital expenditures, including prepayments, were $280.9 million. Investing outflows included $965.1 million of net purchases of marketable debt securities, $26.5 million of other investments and $25.7 million for acquisitions. Financing cash was primarily $2,254.3 million of common-stock sales through at-the-market programs.

At September 30, cash, cash equivalents and marketable debt securities totaled $3.1308 billion, with $81.9 million of restricted cash. The cash-flow statement reported $1.6320 billion of cash, cash equivalents and restricted cash at period-end, versus $410.041 million a year earlier. Management expects available cash, cash equivalents and marketable debt securities to fund operations for at least one year after the statements’ issuance, while emphasizing substantial continuing operating and capital needs. For 2026, it expects $120–$150 million of cash used in operating activities and $400–$500 million of property, plant and equipment purchases.

Business plan, development and commercial prospects

Oklo’s strategy is to design, build, own and operate small Aurora nuclear powerhouses and sell electricity and heat, primarily through long-term power purchase agreements, rather than license reactor designs. Initial Aurora designs target 15–75 MWe, with potential expansion to 100 MWe or more. The model offers potential recurring power revenue and operating-profit upside, but puts construction, financing, ownership and operating risks directly on Oklo. Management believes a powerhouse could become cash-flow positive in its first operating year, but this has not been demonstrated. First deployment is targeted for 2028–2029; initial projects are expected to cost more and take longer, with later savings dependent on standardization, repeat procurement and construction learning.

For Aurora-ID at Idaho National Laboratory (INL), Oklo secured a DOE site-use permit and five metric tons of HALEU recovered from previously irradiated EBR-II fuel. DOE approved the Preliminary Documented Safety Analysis in June 2026, which Oklo describes as comparable to an NRC construction permit and an important safety-related construction and procurement milestone. The PDSA is two of five steps in the DOE operating pathway. The NRC approved Aurora-ID’s principal design criteria report in April 2026. Remaining approvals, construction performance and schedule are material dependencies. A newly finalized NRC framework may allow evidence from DOE-authorized reactors to support NRC applications, but its application is case-specific and the NRC retains independent licensing authority.

Commercial interest includes non-binding letters of intent with Equinix, Diamondback Energy and Prometheus Hyperscale, and a December 2024 Master Power Agreement with Switch covering 12 GW. A January 2026 prepayment agreement with Meta supports development of a planned 1.2-GW campus in Pike County, Ohio; on November 2, 2026, an initial Meta escrow payment was released directly to Centrus as a credit toward fuel orders. Oklo also received a tentative 2025 selection to supply at least 5 MWe and steam to Eielson Air Force Base in Alaska. These arrangements vary in binding status and remain subject to conditions and execution.

Fuel, isotope initiatives and key risks

Oklo is developing fuel fabrication, recycling and down-blending to support fresh, recycled and other potential fuel sources. It signed a conditional Centrus HALEU supply agreement for Meta deployments and a June 2026 letter of intent for domestic HALEU intended to support multiple years of fuel needs for up to five Aurora powerhouses, with deliveries expected from 2029; a definitive agreement was still to be negotiated. Fuel costs have increased significantly, and tariffs, inflation, supply constraints, sanctions, regulatory approvals and material availability may affect fuel cost and deployment.

DOE approved key safety documents for the Aurora Fuel Fabrication Facility at INL, selected for the Fuel Line Pilot Program. Oklo completed a demonstration of key recycling-process stages with Argonne and INL. Its planned Tennessee Advanced Fuel Center has an investment roadmap of up to $1.68 billion and potential to create more than 800 jobs; licensing, financing and commercialization remain substantial challenges. A $6.8 million ARPA-E award announced in October 2026 supports the FORGE recycled-metal-fuel program. A manufacturing agreement reserves planned U.S. forged-ring capacity, with initial deliveries contemplated in 2030 and capacity reserved through 2035, subject to expansion options.

The Groves Isotope Test Reactor in Texas received startup authorization and achieved first criticality on August 5, 2026. It is intended to validate isotope-production methods, not establish commercial-scale output. Oklo also received an NRC materials license for its Idaho Radiochemistry Laboratory. Groves-2 Forge was selected for the DOE Nuclear Energy Launch Pad; its pilot plans to integrate reactor irradiation with processing and packaging, initially targeting lutetium-177, while commercial production depends on appropriate NRC licenses.

Oklo cites data-center and AI electricity demand, federal programs and domestic fuel-cycle initiatives as potential growth drivers, but demand timing and scale remain uncertain. The company must convert preliminary customer arrangements into binding PPAs and manage first-of-a-kind construction, permitting, supply-chain and financing risks. Its planned Tennessee recycling facility, powerhouses and isotope business all require significant investment. Oklo has a full valuation allowance against deferred tax assets and remains an emerging growth company through December 31, 2026.

Market Risk

As of September 30, 2026, OKLO held $3,105.9 million of interest-rate-sensitive cash equivalents and investments, managed primarily for liquidity and preservation of principal. The portfolio consisted mainly of money market funds, U.S. Treasuries, and commercial paper, generally with original maturities of less than one year. Management’s sensitivity analysis indicated that reasonably possible near-term interest-rate changes would not materially affect the company’s financial position, results of operations, or cash flows.

Non-marketable equity investments in private companies are adjusted for observable transactions involving identical or similar investments from the same issuer, or for impairment. Given their limited liquidity and early-stage nature, management did not expect reasonably possible changes in market conditions to have a material effect on these investments.

Publicly traded marketable equity investments expose OKLO to market-price volatility and uncertainty in global economic conditions. Because fair-value changes are recognized in earnings each reporting period, unrealized gains or losses could materially affect reported earnings and may not reflect realized investment results or underlying operating performance.

As of September 30, 2026, management, including the CEO and CFO, concluded that disclosure controls and procedures were effective, providing reasonable assurance that information required in SEC reports is recorded, processed, summarized, and reported accurately and on time. No changes during Q3 2026 materially affected, or were reasonably likely to materially affect, internal control over financial reporting.

The company cautioned that controls provide reasonable—not absolute—assurance and may become inadequate as conditions change or compliance with procedures deteriorates. It intends to monitor and improve its controls, but cannot assure that future improvements will be sufficient.

Risk Factors

OKLO states that, except for the risks described in this section, there have been no material changes to the risks disclosed in its FY2025 Form 10-K.

• Uncertain demand from AI and data centers: Plans by customers to build or expand facilities that could use OKLO’s power and heat depend on uncertain assumptions about AI adoption, computing requirements, energy use, and investment returns. More efficient hardware, models, software, or cooling—and a shift toward distributed or on-device computing—could change or reduce data-center power demand even as AI adoption grows. Financing constraints, public opposition, or government action concerning electricity costs, grid reliability, water, land use, or community impacts could increase costs or delay, restrict, or prevent projects. Customers may defer, reduce, relocate, or abandon projects; change their requirements; decline binding agreements; or renegotiate or cancel existing agreements. These outcomes could undermine OKLO’s deployment plans, project economics, and financing.

• Forecasting, competition, and commercialization: Power markets serving data centers and AI workloads are changing rapidly, and increased AI investment does not guarantee demand for OKLO’s offerings. Market estimates depend on uncertain assumptions. Changes in customer requirements for price, location, capacity, delivery timing, or contract duration—or customers choosing other energy solutions—could weaken OKLO’s competitiveness. Customers may secure alternatives before OKLO powerhouses are available, and their eventual needs may differ from current forecasts. This could constrain long-term commitments on terms that support financing and deployment, delay commercialization, and reduce future revenue and cash flow.

• Grid interconnection and transmission dependencies: Planned projects, including those contemplated for the Ohio campus, depend on interconnection and related arrangements with utilities, transmission owners, regional transmission organizations (RTOs), or independent system operators (ISOs). Applications and participation in studies do not guarantee grid access, requested capacity, commercially acceptable terms, or timely completion. Nuclear regulatory authorizations alone do not provide grid access or delivery arrangements. Technical, site-control, deposit, and deadline requirements; design or capacity changes; other projects under study; and changing rules may lead to additional studies, costs, delays, or withdrawal. Projects may also rely on third-party transmission upgrades and infrastructure. Applying at multiple sites does not ensure any site can be deployed.

• Regulatory and FERC uncertainty: FERC denied OKLO’s complaint challenging PJM’s withdrawal of an interconnection request for an early-stage potential Virginia project; that request was separate from the Ohio campus application. Other requests may face similar or different challenges. FERC, state regulators, utilities, RTOs, or ISOs may change or interpret rules governing interconnection, transmission, electricity sales, or generation co-located with large users. Such changes could require project or commercial modifications, impose additional charges or operating restrictions, or limit service. Behind-the-meter siting may not eliminate grid requirements or the need for supplemental or backup power or arrangements to export excess power. Transmission constraints, outages, and curtailment may also affect interconnected projects. Potential consequences include delayed or prevented deployment, higher development and financing costs, unrecoverable expenditures, reduced deliverable capacity, and customer delays, renegotiations, or terminations.

• Stock volatility and dividends: OKLO’s stock may remain highly volatile in response to broad market forces, short sellers, social-media activity, and changing investor expectations regarding AI, data-center electricity demand, and nuclear power—potentially regardless of operating performance or business progress. OKLO does not intend to pay cash dividends for the foreseeable future.

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, two Rule 10b5-1 trading arrangements were adopted:

• CFO R. Craig Bealmear: Adopted a plan on August 11, 2026, covering the exercise of options for 233,714 common shares and eligible sell-to-cover transactions solely to meet tax withholding obligations from those exercises. Transactions are scheduled to begin February 1, 2027. Outstanding orders expire December 10, 2027, and the plan terminates no later than December 13, 2027, subject to earlier termination.
• Trusts associated with CEO and director Jacob DeWitte and COO and director Caroline DeWitte: Adopted a plan on September 29, 2026, to sell up to 2.5 million existing common shares, with 1.25 million allocated to each executive’s family trust and grantor retained annuity trust. Sales are scheduled to begin January 12, 2027, subject to commencement conditions, and continue through December 31, 2027, subject to earlier termination.

These plans cover future transactions; no sales under them were reported as completed during the quarter. No other director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the period.