Oklo Inc.

Legal and litigation · Litigation and legal proceedings

We may become involved in litigation that may materially adversely affect us. From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims.

Industry regulation · Safety and environmental regulations

We could incur substantial costs as a result of violations of, or liabilities under, environmental laws. We are subject to laws and regulations governing the use, transportation, and disposal of toxic, hazardous and/or radioactive materials. Failure to comply with these laws and regulations could result in substantial fines and/or enforcement actions.

Data and privacy · Data protection and privacy laws

Any actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security, and processing of personal information could adversely affect our business, results of operations, or financial condition. The application and interpretation of such requirements are constantly evolving and are subject to change, creating a complex compliance environment.

Industry regulation · Regulatory compliance and changes

Our powerhouses, fuel fabrication facilities (including plutonium-based fuel fabrication facilities), fuel recycling facilities, and radioisotope production facilities will be highly regulated by the U.S. government, including the NRC and DOE, as well as foreign, state, and local governments. We have not received any approval or licensing to date, nor have we submitted our updated custom combined license application to the NRC.

Tax and financial reporting · Tax compliance and changes in tax law

Changes in tax laws could adversely affect our business prospects and financial results. We will be subject to taxes in the U.S. and certain foreign jurisdictions. The taxes we owe in the jurisdictions where we conduct business activities may be adversely affected by changes in tax laws or regulations, including but not limited to, substantive changes in, reductions in, or the repeal or expiration of, tax incentives.

Digital transformation and innovation · Technology obsolescence and evolution

Successful commercialization of new, or further enhancements to existing, alternative carbon‑free energy generation technologies, such as adding carbon capture and sequestration/storage mechanisms to fossil fuel power plants, wind, solar, geothermal, or fusion, may prove to be more cost effective or appealing to the global energy markets and therefore may adversely affect the market demand for our powerhouses.

Customer and revenue · Revenue concentration in specific products or segments

Our business plan primarily involves the concurrent development of two configurations of our powerhouses (i.e., 15 MWe and 75 MWe), may also include the development of other configurations of our powerhouses (e.g., 100 MWe and higher), and makes certain assumptions with respect to learnings, efficiencies and regulatory approvals as a result of this development approach, which may not be accurate or correct.

Innovation and product development · Product development and randd investment risks

There is limited commercial operating experience for the facilities of the type, configuration, and scale we plan to employ, particularly when comparing our metal‑fueled fast reactors to that of the existing fleet of large light water reactors, which creates risks in cost and timeline estimates. The lack of recent domestic commercial experience may result in greater than expected development and construction costs, deployment timelines, maintenance requirements, differing power output, and greater operating expenses.

Market position and competition · Disruptive competitors and new market entrants

Our business model is novel to the nuclear industry and, if proven successful, may be adopted by competitors. Increased competition could erode profit margins and hinder our market expansion. Moreover, our competitors may develop or adopt technologies that are superior, more efficient, or more effective for prospective customers compared to our technologies.

Innovation and product development · Intellectual property protection and infringement

Our ability to protect our patents and other intellectual property rights may be challenged and is not guaranteed. If we are unable to protect our intellectual property rights, our business and competitive position may be harmed. We rely upon a combination of the intellectual property protections afforded by patents, trademarks/service marks, copyrights, and trade secret laws.

Customer and revenue · Customer concentration and key customer dependence

Our business plan to construct and operate our powerhouses is subject to reaching binding agreements with potential customers for electricity or heat delivered by our powerhouses. If no potential near‑term customer enters into binding power purchase agreements with us, our planned construction and operation of our powerhouses could be significantly delayed.

Corporate governance · Internal controls and risk management

Our failure to effectively implement controls and procedures required by Section 404(a) of the Sarbanes‑Oxley Act could negatively impact our business. If our independent registered public accounting firm cannot render an unqualified opinion on management's assessment and the effectiveness of our internal control over financial reporting, we could be subject to regulatory scrutiny and a loss of public and investor confidence.

Human capital and workforce · Key personnel dependence and succession

Our success depends, in significant part, on the continued services of our senior management team and directors and on our ability to attract, motivate, develop, and retain a sufficient number of other highly skilled personnel. The loss of one or more members of our senior management team or directors, for any reason, including resignation or retirement, could impair our ability to execute our business strategy.

Economic and market conditions · Inflation and deflation pressures

We may experience a disproportionately larger impact from inflation and rising costs. Inflation has resulted in, and may continue to result in, higher interest rates and capital costs, higher shipping costs, higher material costs (including fuel costs), supply shortages, increased costs of labor, and other similar effects.

Geopolitical and trade · Trade policies tariffs and sanctions

Changes to trade policies, including higher tariffs, restrictions, and other economic disincentives to trade, may lead to operational delays, higher procurement and operational costs, and increased regulatory and compliance complexities, resulting in supply chain disruptions and higher prices and lower demand for devices and services we sell.

Social and demographic · Public perception and reputation

Incidents involving nuclear energy facilities, including accidents, terrorist acts, or other high profile events involving radioactive materials, could materially and adversely affect the public perception of the safety of nuclear energy, and such adverse effects could potentially decrease demand for nuclear energy, increase regulatory requirements and costs, or result in liability or claims.

Geopolitical and trade · Government funding and budget changes

The U.S. government's budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget or appropriations process for any government fiscal year could have an adverse impact on our business, results of operations, and financial condition. The U.S. federal government shut down between October 1, 2025 and November 12, 2025, during which time certain regulatory agencies furloughed non-essential federal employees.

Social and demographic · Social and political movements

Opposition by third parties can delay or prevent the licensing and construction of new nuclear facilities and, in some cases, can limit the operation of nuclear facilities. Adverse public reaction to developments in the use of nuclear power could directly affect our business and indirectly affect our customers' businesses.

Capital structure and performance · Financial performance volatility

We are an early‑stage company with a history of financial losses (i.e., negative cash flows), and we expect to incur significant expenses and continuing financial losses at least until our powerhouses become commercially viable, which may never occur.

Credit and liquidity · Access to capital and financing

We will require additional future funding to support our operations and implementation of our growth plans. Based on our recurring losses and management's expectations that significant ongoing operating expenditures will be necessary to successfully implement our business plan and develop our powerhouses, fuel fabrication facilities, and fuel recycling facilities, we will require additional funding to continue our operations through commercialization.