DEF 14A of Oklo Inc., Apr 21, 2026

DEF 14A of Oklo Inc.

Filed Apr 21, 2026 · FY20250001849056-26-000023

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors At the Annual Meeting, three Class II Directors are to be elected to hold office until the 2029 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified. We currently have eleven directors on our Board, spread across three classes. Our current Class II Directors are Caroline DeWitte, Richard W. Kinzley, and Dr. Mark Peters. The Board has nominated Caroline DeWitte, Richard W. Kinzley, and Dr. Mark Peters for re-election as Class II Directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our second amended and restated certificate of incorporation (the “Certificate of Incorporation”), the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose term will expire at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Michael Klein, Lt. Gen. (ret.) John Jansen, Derek Kan, and David Park; the current Class II Directors are Caroline DeWitte, Richard W. Kinzley, and Dr. Mark Peters; and the current Class III Directors are Jacob DeWitte, Michael Thompson, Daniel B. Poneman, and David A. Christian. Our Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of voting stock of the Company entitled to vote at an election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as Class II Directors of the persons whose names and biographies appear below. In the event that Ms. DeWitte, Mr. Kinzley, or Dr. Peters should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that Ms. DeWitte, Mr. Kinzley, or Dr. Peters will be unable to serve if elected. Each of Ms. DeWitte, Mr. Kinzley, and Dr. Peters has consented to being named in this proxy statement and to serve if elected.

  2. Nominees For Class II Directors (terms to expire at the 2029 Annual Meeting)

    Nominees For Class II Directors (terms to expire at the 2029 Annual Meeting) The current members of the Board who are also nominees for election to the Board as Class II Directors are as follows:

  3. Nominees For Class II Directors (terms to expire at the 2029 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Oklo | | Caroline DeWitte | 43 | 2024 | Director, Chief Operating Officer | | Richard W. Kinzley | 60 | 2024 | Director | | Dr. Mark Peters | 61 | 2026 | Director |

  4. Nominees For Class II Directors (terms to expire at the 2029 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each Class II Director nominee for election at the 2026 Annual Meeting are as follows:

  5. Caroline DeWitte

    Caroline DeWitte Caroline DeWitte has served as our Chief Operating Officer and a member of our Board since May 2024. Ms. DeWitte co-founded Legacy Oklo and served as its Chief Operating Officer and a member of the board of directors of Legacy Oklo from its inception in July 2013 until May 2024. From 2018 to 2019, Ms. DeWitte was a member of the U.S. Department of Energy Nuclear Energy Advisory Committee and was a panel member of the ninth Clean Energy Ministerial in May 2018. Prior to founding Oklo, Ms. DeWitte served as a marketing and engineering consultant from March 2011 to July 2013, and studied nuclear engineering at the Massachusetts Institute of Technology from 2007 to 2010. From 2006 to 2007, Ms. DeWitte served in a leadership role in the inaugural year of the Center for the Creation of Economic Wealth at the University of Oklahoma, a role which involved identifying technologies for commercialization and managing teams engaged in commercialization of technologies. From May 2005 to August 2005, Ms. DeWitte served as a Programs Analysis and Evaluation Intern in the Office of the Secretary of Defense of the United States. Ms. DeWitte is a recipient of the University of Oklahoma Regent’s Outstanding Alumni Award. Ms. DeWitte holds a S.M. in Nuclear Engineering from the Massachusetts Institute of Technology and a B.A. in Economics and a B.S. in Mechanical Engineering from the University of Oklahoma. We believe that Ms. DeWitte is well-qualified to serve on the Board because of the perspective and experience she provides as Legacy Oklo’s former Chief Operating Officer, her industry experience and her educational background in nuclear engineering. Caroline DeWitte and Jacob DeWitte are married to each other. Richard W. Kinzley Richard W. Kinzley has served as a member of our Board since May 2024. Prior to joining our Board, Mr. Kinzley served in various leadership roles at Black Hills Corporation, an investor-owned multi-state electric and gas utility, most recently as Senior Vice President and Chief Financial Officer from January 2015 until his retirement in July 2023. Mr. Kinzley previously served as Black Hills Corporation’s Vice President and Corporate Controller from January 2013 until December 2014 and as its Vice President, Strategic Planning and Corporate Development from October 2008 until December 2012. Mr. Kinzley began his career at Peat Marwick International (now KPMG LLP). Mr. Kinzley holds a Bachelor of Science in Business Administration, emphasis in Accounting, from the University of South Dakota. We believe that Mr. Kinzley is well-qualified to serve as a member of our Board because of his many years of public accounting experience and his experience in the energy industry. Dr. Mark Peters Dr. Mark Peters has served as a member of our Board since April 2026. Dr. Peters is the president and chief executive officer of MITRE, the global not-for-profit company that manages R&D centers around the world. A recognized expert in nuclear energy and national security, Dr. Peters spent more than 25 years leading scientific and engineering discovery for federally funded R&D centers. Prior leadership roles include serving as the executive vice president for laboratory management and operations at Battelle Memorial Institute, director of the Idaho National Laboratory, and president of Battelle Energy Alliance LLC, all of which are large R&D centers focused on nuclear energy, national and homeland security, and energy and environmental science and technology. Dr. Peters also served two years as chair of the National Laboratory Directors’ Council, an independent body that coordinates initiatives and advises the Department of Energy and other national laboratory stakeholders. Dr. Peters was awarded the 2023 Henry DeWolf Smyth Nuclear Statesman Award, which recognizes individuals for outstanding service in developing and guiding the peaceful uses of nuclear energy. He is a member of the National Academy of Engineering and the Virginia Academy of Science, Engineering, and Medicine. Dr. Peters is a Fellow of the American Nuclear Society (ANS), where he also serves as ANS Vice President and President-Elect. He also serves on the Idaho Power Board and the National Academies Board on Human-Systems Integration. Dr. Peters holds a bachelor’s degree in geology from Auburn University and a doctorate in geophysical sciences from the University of Chicago. We believe that Dr. Peters is well-qualified to serve as a member of our Board because of his many years of research and development experience and his experience in the nuclear energy industry. Continuing members of the Board:

  6. Class I Directors (terms to expire at the 2028 Annual Meeting)

    Class I Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board who are Class I Directors are as follows:

  7. Class I Directors (terms to expire at the 2028 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Oklo | | Michael Klein | 62 | 2021 | Director | | Lt. Gen. (ret.) John Jansen | 63 | 2024 | Director | | Derek Kan | 47 | 2026 | Director | | David Park | 60 | 2026 | Director |

  8. Class I Directors (terms to expire at the 2028 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows: Michael Klein Michael Klein has served as a member of the Board since February 2021 and previously served as Chairman from February 2021 to May 2024. Mr. Klein also served as our Chief Executive Officer and President from February 2021 until July 2021. Mr. Klein is currently the Chief Executive Officer, President and Chairman of the board of directors of Churchill Capital Corp IX, Churchill Capital Corp. X and Churchill Capital Corp. XI, all three (3) of which are blank check companies whose respective sponsors are affiliates of M. Klein Associates, Inc., a New York corporation ("MKA"). Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019. Mr. Klein served as a member of the board of directors of Clarivate Plc from May 2019 until October 2020. Mr. Klein was the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company formed in 2019. Churchill Capital Corp II merged with Skillsoft Corp. in June 2021, and Mr. Klein currently serves on the board of directors of Skillsoft Corp. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company formed in 2019. Churchill Capital Corp III merged with MultiPlan, Inc. in October 2020, changing its name to Claritev Corporation in February 2025, and Mr. Klein currently serves on the board of directors of Claritev Corporation. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV, a blank check company formed in 2020. Churchill Capital Corp IV merged with Lucid Group, Inc. in July 2021. Mr. Klein was also previously the Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company whose sponsor is an affiliate of MKA, from its initial public offering until November 2023, and Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VI, a blank check company whose sponsor is an affiliate of MKA, from its initial public offering until December 2023. Mr. Klein is the founder and managing partner of M. Klein and Company, LLC, which he founded in 2012. M. Klein and Company, LLC is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein currently serves on the Board of Directors of the following private entities: Garden State Capital Affiliates, Magic Leap, TBG AG and Evolution Media Capital. He previously served on the Board of Directors of the following public entities: Credit Suisse Group AG and NFL Hall of Fame Resort and Entertainment Company. Mr. Klein's background in strategic advisory work was built during his 30 year career, including more than two decades at Citigroup and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelor of Science in Economics with concentrations in finance and accounting. We believe that Mr. Klein is well-qualified to serve as a member of our Board due to his significant investment banking and advisory experience. Lt. Gen. (ret.) John Jansen Lieutenant General (ret.) John Jansen has served as a member of our Board since May 2024. Lt. Gen. (ret.) Jansen served in the United States Marine Corps from 1986 through his retirement in October 2021. He culminated his career as a Lieutenant General (three-star general), serving as the Deputy Commandant for Programs and Resources of the Marine Corps, and as the Chairman of the Board of Directors of Marine Corps Community Services. His distinctive career as a combat Marine, fighter pilot, carrier pilot, TOPGUN graduate, and commanding officer, included positions as Commandant of the Eisenhower School of National Security and Resource Strategy, National Defense University (Major General); Commanding General, 3rd Marine Expeditionary Brigade (Brigadier General); and Assistant Deputy Commandant for Programs and Resources (Brigadier General). From August 2022 to January 2024, he served as the Chief Transformation Officer, then as the Managing Director of the EMEA business unit for Luminator Technology Group. He graduated from Indiana University with a Bachelor of Science degree in Business Administration/ Finance from the Kelley School of Business. He is also a graduate of NATO Defense College in Rome and of the Navy Fighter Weapons School (TOPGUN). We believe that Lt. Gen. (ret.) Jansen is well-qualified to serve as a member of our Board because of his leadership, strategic decision-making and financial experience demonstrated over nearly forty years of military and commercial service. Derek Kan Derek Kan has served as a member of our Board since April 2026. Mr. Kan is a senior executive whose career bridges the worlds of technology, high-growth startups, public company board governance, and federal policy. Kan currently serves as Vice President of Business Operations at Shopify, where he led company-wide strategy and spearheaded AI implementation and technology cost optimization across its global operations. He joined Shopify following its acquisition of Deliverr, a technology-enabled e-commerce fulfillment platform where he served as Chief Business Officer. He also served as General Manager for Lyft in Southern California, then the largest ridesharing market in the world. Earlier in his government career, Mr. Kan issued the first federal guidance framework for autonomous vehicles and launched a national drone pilot program, positioning him at the intersection of technology policy and emerging innovation. Mr. Kan currently serves as Vice Chairman of the United States Postal Service Board of Governors, appointed by President Biden and unanimously confirmed by the Senate in May 2022. Mr. Kan also serves on the Board of Directors of Toll Brothers (NYSE: TOL), the nation's leading luxury homebuilder, and Globe Life Inc. (NYSE: GL), a company that offers a range of insurance products. Mr. Kan previously served on the board of Amtrak, where he helped guide the railroad from a $300 million annual operating loss to breakeven, and as a Board Observer for Rand Logistics (now Mainstay). Mr. Kan has also spent a significant amount of time in public service, serving as Deputy Director of the White House Office of Management and Budget, Under Secretary for Policy at the U.S. Department of Transportation, and as Chief Economic Policy Advisor to the then majority leader of the U.S. Senate. We believe that Mr. Kan is well-qualified to serve as a member of our Board because of his familiarity and experience with the U.S. federal government, his financial and accounting acumen and his extensive experience in the area of innovation and the implementation of new technologies.

  9. Class I Directors (terms to expire at the 2028 Annual Meeting)

    David Park David Park has served as a member of our Board since April 2026. Mr. Park is the current CEO of Standard Lithium (NYSE: SLI), a publicly-traded commercial lithium company operating multiple facilities across the United States. Mr. Park has a strong energy and industrial sector background, with over 28 years of increasing responsibilities at a range of companies, including as President of Koch Strategic Platforms, Senior Vice President of Strategy and Business Development of Georgia-Pacific, LLC, President of TrueNorth Energy, and CFO of Koch’s Canadian exploration and production, pipeline, and energy trading business at Koch Exploration. Mr. Park also has nuclear experience: early in his career, he was an International Business Development Specialist at Atomic Energy of Canada Ltd. Mr. Park is an experienced Board member, and has served previously on the boards of a number of energy, technology, and industrial companies, including Unisource, Guardian Industries, Molex, and Mavenir. Mr. Park holds a Bachelor of Science in Economics from Texas A&M University and a Master of Arts in Economics from George Mason University. We believe that Mr. Park is well-qualified to serve as a member of our Board because of his extensive experience in the energy and industrial sectors.

  10. Class III Directors (terms to expire at the 2027 Annual Meeting)

    Class III Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board who are Class III Directors are as follows:

  11. Class III Directors (terms to expire at the 2027 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Oklo | | Jacob DeWitte | 40 | 2024 | Director, Chairman of the Board, Chief Executive Officer | | Michael Thompson | 49 | 2025 | Director | | Daniel B. Poneman | 70 | 2025 | Director | | David A. Christian | 71 | 2026 | Director |

  12. Class III Directors (terms to expire at the 2027 Annual Meeting)

    The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows: Jacob DeWitte Jacob DeWitte has served as our Chief Executive Officer and a member of our Board since May 2024, and has served as Chairman of the Board since April 2025. Mr. DeWitte co-founded Legacy Oklo and served as its Chief Executive Officer and a member of the board of directors of Legacy Oklo from its inception in July 2013 until May 2024. Prior to founding Oklo, Mr. DeWitte was a Ph.D. candidate at the Massachusetts Institute of Technology from January 2011 to June 2014. In total, Mr. DeWitte studied nuclear engineering between the years of 2004 and 2014, and worked in several companies, national laboratories, and nuclear laboratories starting in 2002 in the capacity of an intern or fellow. Mr. DeWitte also served as a director on the board of the American Nuclear Society from June 2009 to June 2011. From June 2009 to August 2009 and from May 2011 to August 2011, Mr. DeWitte served as Visiting Fellow in the United States Naval Nuclear Laboratory. From May 2008 to September 2008, Mr. DeWitte served as a research intern at General Electric. Mr. DeWitte served as an Intern at Sandia National Laboratories during the summers of 2002, 2003, 2006, and 2007. From May 2005 to August 2005, Mr. DeWitte served as an intern at Urenco Limited, a supplier of nuclear enrichment services and fuel cycle products. Mr. DeWitte holds a Ph.D. and S.M. in Nuclear Engineering from the Massachusetts Institute of Technology and a B.S. in Nuclear and Radiological Engineering from the University of Florida. We believe that Mr. DeWitte is well-qualified to serve on our Board because of the perspective and experience he provides as Legacy Oklo’s former Chief Executive Officer, his industry experience and his educational background in nuclear engineering. Michael Thompson Michael Thompson has served as a member of our Board since March 2025. Mr. Thompson has served as the managing partner of Reinvent Capital, a private investment fund focused on technology companies, since 2017. He also served as the Chief Executive Officer and director of Reinvent Technology Partners from 2020 to 2021. Prior to Reinvent Capital, Mr. Thompson was the founder and managing partner of BHR Capital, a New York-based hedge fund. In addition, he has served as an advisor and board member for several technology companies. Mr. Thompson holds a Bachelor of Business Administration in International Finance from the Honors Program at the University of Georgia. We believe that Mr. Thompson is well-qualified to serve on our Board due to his significant investment and board experience in the technology industry. Daniel B. Poneman Daniel B. Poneman has served as a member of our Board since March 2025. Mr. Poneman has served as President and Chief Executive Officer of Poneman Strategies LLC since 2024. From 2015 to 2023, Mr. Poneman served as President and Chief Executive Officer of Centrus Energy Corp., where he was responsible for launching the first U.S.-technology enabled domestic uranium enrichment production since 1954. Prior to his role at Centrus Energy Corp., Mr. Poneman served as Deputy Secretary of Energy at the U.S. Department of Energy from 2009 to 2014, where he played a key role in the implementation of the Recovery Act of 2009 and was responsible for infrastructure investments and the transition to clean energy, including nuclear industry initiatives. Mr. Poneman holds a Bachelor of Arts in Government & Economics and a JD degree from Harvard University, as well as an MLitt in Politics from Oxford University (Lincoln College) in England. We believe that Mr. Poneman is well-qualified to serve on our Board due to his significant government and energy industry experience.

  13. David A. Christian

    David A. Christian David A. Christian has served as a member of our Board since April 2026. Mr. Christian is the former executive vice president and chief innovation officer for Dominion Energy. Christian joined Virginia Power in 1976 and has held a variety of management positions with the company. Before being named CEO-Dominion Generation Group in June 2009, Mr. Christian was chief nuclear officer of the company’s Dominion Nuclear business unit. He became chief executive officer of the Energy Infrastructure Group and CEO-Dominion Virginia Power in January 2016 and assumed his post before retiring in January 2017. Mr. Christian is chairman of the National Nuclear Accrediting Board and served on the management committee of the Institute for Electric Innovation at the Edison Electric Institute. He is past chairman of the board of directors of Nuclear Energy Insurance Ltd., for which he also served on its executive and governance committees. He served as a board member of the Foundation for Nuclear Studies and board member emeritus of CultureWorks. We believe that Mr. Christian is well-qualified to serve on our Board due to his significant nuclear energy industry experience.

  14. R. Craig Bealmear

    R. Craig Bealmear R. Craig Bealmear has served as the Company’s Chief Financial Officer since May 2024. He previously served as Legacy Oklo’s Chief Financial Officer from August 2023 until May 2024. Since April 2023, Mr. Bealmear has served as an advisor to Trindent Consulting, a management consulting firm. From April 2021 to December 2022, Mr. Bealmear served as the Chief Financial Officer of Renewable Energy Group, Inc., a producer of advanced biofuels that was acquired by Chevron Corporation in June 2022. Prior to joining Renewable Energy Group, Inc., Mr. Bealmear held several positions at BP plc (“BP”), including serving as the Chief Financial Officer — North America Downstream at BP from March 2015 to December 2020 and as the Deputy Chief Financial Officer; Refining and Marketing Segment at BP from January 2013 to February 2015. Prior to that, Mr. Bealmear held numerous Finance, Strategy and Commercial roles with BP and Atlantic Richfield Corporation over a 28-year career in both the United States and United Kingdom. Mr. Bealmear holds an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. in Business Administration from Bellarmine University and serves on the University's Board of Trustees.

  15. William Goodwin

    William Goodwin William Goodwin has served as the Company’s Chief Legal and Strategy Officer since August 2024. Prior to joining the Company, Mr. Goodwin held senior leadership roles at Joby Aviation, including special projects and strategy. He also supported Department of Defense initiatives and worked closely with Joby Aviation's government affairs and legal teams as Deputy General Counsel, contributing to Joby Aviation's regulatory strategy and overall growth. Prior to joining Joby Aviation, Mr. Goodwin was Head of Policy, Regulatory, and Legal at Skyryse, and General Counsel and Vice President of Policy at AirMap, where he drove global government affairs and legal operations. Mr. Goodwin holds a JD from UCLA School of Law, an M.A. in Political Philosophy from Claremont Graduate University, and a B.A. in Classics from the University of Southern California.

  16. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of the named executive officers for the fiscal years ended December 31, 2025 and 2024.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non- Equity Incentive Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Jacob DeWitte | 2025 | 625,000 | 406,250 | 5,991,910 | — | — | 14,000 | 7,037,160 | | Chief Executive Officer | 2024 | 425,095 | 587,548 | 2,622,475 | — | — | 13,800 | 3,648,918 | | Caroline DeWitte | 2025 | 440,000 | 286,000 | 1,299,495 | — | — | 14,000 | 2,039,495 | | Chief Operating Officer | 2024 | 357,981 | 278,990 | 1,835,730 | — | — | 13,716 | 2,486,417 | | R. Craig Bealmear | 2025 | 440,000 | 440,000 | 4,973,895 | — | — | 14,000 | 5,867,895 | | Chief Financial Officer | 2024 | 362,308 | 281,154 | 1,835,730 | — | — | 13,308 | 2,492,500 |

  19. Summary Compensation Table

    (1)Amounts listed for 2025 include discretionary bonuses earned by our named executive officers for their performance with respect to the fiscal year ended December 31, 2025 and paid in early 2026 in the following amounts: Mr. DeWitte, $406,250; Ms. DeWitte, $286,000; and Mr. Bealmear, $440,000. Amounts listed for 2024 include discretionary bonuses earned by our named executive officers for their performance with respect to the fiscal year ended December 31, 2024 and paid in early 2025 in the following amounts: Mr. DeWitte, $212,548; Ms. DeWitte, $178,990; and Mr. Bealmear, $181,154. This column also includes a one-time discretionary cash bonus paid to Mr. DeWitte in the amount of $250,000 in recognition of his efforts towards the Company’s execution of the February 2024 LOI, and one-time discretionary cash transaction bonuses paid to our named executive officers in recognition of their efforts towards the Closing (as defined below) of the Business Combination (as defined below) in the following amounts: Mr. DeWitte, $125,000; Ms. DeWitte, $100,000; and Mr. Bealmear, $100,000. (2)Amounts reflect the aggregate grant date fair value of restricted stock unit (“RSU”) awards granted to our named executive officers during the applicable year calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable named executive officer. See Note 10—Stock-based Compensation to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on March 17, 2026 for a discussion of the relevant assumptions used in calculating these amounts. (3)Amounts reflect the aggregate grant date fair value of stock options granted to our named executive officers during the applicable year calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the applicable named executive officer. See Note 10—Stock-based Compensation to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on March 17, 2026 for a discussion of the relevant assumptions used in calculating these amounts. (4)Amounts listed for 2025 include matching contributions made by the Company under our 401(k) plan.

  20. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2025.

  21. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Jacob DeWitte | 7/10/2024 | — | — | — | — | 168,539(1) | 12,094,359 | | | 12/22/2025 | — | — | — | — | 47,874(2) | 3,435,438 | | Caroline DeWitte | 7/10/2024 | — | — | — | — | 117,977(1) | 8,466,030 | | | 12/22/2025 | — | — | — | — | 10,383(2) | 745,084 | | R. Craig Bealmear | 12/23/2023 | 268,688 | 707,071(3) | 3.18 | 12/23/2033 | | | | | 7/10/2024 | — | — | — | — | 117,977(1) | 8,466,030 | | | 12/22/2025 | — | — | — | — | 10,383(2) | 745,084 |

  22. Outstanding Equity Awards at Fiscal Year-End

    (1)These RSU awards vest with respect to 1/12th of the RSUs on each quarterly anniversary of May 9, 2024, subject to the applicable named executive officer’s continued service with us through the applicable vesting date. (2)These RSU awards vest in three substantially equal annual installments beginning on December 31, 2025, subject to the applicable named executive officer’s continued service with us through the applicable vesting date. (3)This option vests and becomes exercisable with respect to 1/5th of the underlying shares on the first anniversary of August 1, 2023 and with respect to 1/60th of the underlying shares on each monthly anniversary of such date thereafter, subject to Mr. Bealmear’s continued employment with us through the applicable vesting date.

  23. Director Compensation

    Director Compensation

  24. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth the compensation awarded to, earned by, or paid to our non-employee directors who served on our Board during the year ended December 31, 2025. Mr. DeWitte and Ms. DeWitte, who served as Chief Executive Officer and Chief Operating Officer, respectively, are also members of our Board but did not receive any additional compensation for their service as directors, and therefore are not included in the Director Compensation Table below. See the section entitled “Summary Compensation Table” above for information regarding the compensation paid to Mr. DeWitte and Ms. DeWitte in 2025.

  25. 2025 Director Compensation Table

    | Name | Fees Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Sam Altman(2)(3) | — | — | — | | Michael Klein(2) | — | — | — | | Richard W. Kinzley | 90,000 | 152,719 | 242,719 | | Lt. Gen. (ret.) John Jansen | 85,000 | 152,719 | 237,719 | | Chris Wright(4) | — | — | — | | Michael Thompson | 57,944 | 106,550 | 164,495 | | Daniel B. Poneman | 69,889 | 93,933 | 163,822 |

  26. 2025 Director Compensation Table

    (1)Amounts reflect the aggregate grant date fair value of RSU awards granted to our directors calculated in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the director. See Note 10—Stock-based Compensation to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on March 17, 2026, for a discussion of the relevant assumptions used in calculating these amounts. (2)Concurrently with our adoption of our Non-Employee Director Compensation Program, Messrs. Altman and Klein each waived any compensation and benefits that would otherwise be payable to him under the Non-Employee Director Compensation Program. (3)Mr. Altman resigned from our Board effective April 22, 2025. (4)Mr. Wright resigned from our Board effective February 3, 2025. The table below shows the aggregate number of unvested stock awards held as of December 31, 2025 by each non-employee director.

  27. 2025 Director Compensation Table

    | Name | RSUs Outstanding at Fiscal Year End | | Sam Altman | — | | Michael Klein | — | | Richard W. Kinzley | 3,111 | | Lt. Gen. (ret.) John Jansen | 3,111 | | Chris Wright | — | | Michael Thompson | 3,446 | | Daniel B. Poneman | 3,617 |

  28. Director Compensation Program

    Director Compensation Program In connection with the Business Combination, we approved and adopted a non-employee director compensation program (the “Non-Employee Director Compensation Program”), under which each non-employee member of our Board (each, an “Eligible Director”) is eligible to receive cash based annual retainer fees and long-term stock-based awards. Concurrently with the adoption of the Non-Employee Director Compensation Program, Messrs. Altman and Klein each waived any compensation and benefits that would otherwise be payable to him under the Non-Employee Director Compensation Program. Under the Non-Employee Director Compensation Program, each non-employee director who was an Eligible Director as of May 9, 2024, received an RSU award covering shares of our common stock under the 2024 Plan on July 9, 2024 (each, a “2024 Award”) with an aggregate dollar-denominated value of $150,000. These 2024 Awards vest in full on the one year anniversary of May 9, 2024, subject to the applicable Eligible Director’s continued service. In addition, each 2024 Award will vest in full upon a change in control (as defined in the 2024 Plan) of the Company if the Eligible Director will not become a member of the Board or the board of directors of the ultimate parent of the Company as of immediately following such change in control. The Non-Employee Director Compensation Program consists of the following components: Cash compensation •Annual Retainer: $70,000 •Annual Audit Committee Chairperson Retainer: $20,000 •Annual Compensation Committee Chairperson Retainer: $15,000 •Annual Nominating and Corporate Governance Chairperson Retainer: $15,000 Annual cash retainers will be paid in quarterly installments in arrears and will be prorated for any partial calendar quarter of service. Equity Compensation An Eligible Director who is serving on our Board as of the date of the annual meeting of the Company’s stockholders in calendar year 2025 was granted, on such annual meeting date, an RSU award with a dollar-denominated value of approximately $125,000. Effective February 4, 2026, each new director appointed or elected to our Board will receive an initial RSU award with a dollar-denominated value of approximately $314,000, and each Eligible Director serving on our Board as of the date of the annual meeting of the Company’s stockholders each calendar year (beginning with calendar year 2026) will be granted, on such annual meeting date, an RSU award with a dollar-denominated value of approximately $200,000. Each annual grant will vest in full on the one year anniversary of the applicable grant date, subject to continued service through the applicable vesting date. In addition, each annual grant will vest in full upon a change in control of the Company if the Eligible Director will not become a member of the Board or the board of directors of the ultimate parent of the Company as of immediately following such change in control. Compensation under our Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2024 Plan. Our Board expects to review director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors.