[Form 3] Oklo Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Oklo Inc. Chief Legal & Strategy Officer and director William Carroll Murphy Goodwin reported initial beneficial ownership via a Form 3 for OKLO, reflecting restricted stock units that convert to Class A common stock. The filing records 248,227 RSUs vesting one-third on August 12, 2025 and thereafter in eight quarterly installments; 10,000 RSUs vesting in full on November 29, 2025; and 2,202 RSUs vesting in three annual installments beginning November 29, 2025. The event date is 08/06/2025.

Positive

• 260,429 RSUs disclosed representing contingent rights to Class A common stock (248,227 + 10,000 + 2,202)
• Clear vesting schedules provided for each RSU tranche, including specific dates and installment structures
• Reporting person identified as Chief Legal & Strategy Officer and director, fulfilling SEC Section 16 transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer/director compensation is equity-heavy with a large RSU grant, creating potential future dilution when vested.

The Form 3 discloses substantial restricted stock units totaling 260,429 RSUs that convert one-for-one into Class A common stock when vested. This is a routine initial ownership filing for an executive but is material for share count forecasting because the largest tranche (248,227) begins vesting in August 2025 and continues quarterly thereafter. No cash compensation or option strike prices are reported here.

Corporate Governance Expert

TL;DR: Disclosure shows officer holds time-based equity awards with defined vesting schedules; filing is standard governance transparency.

The filing identifies the reporting person as both an officer and a director and details time-based restricted stock units with explicit vesting dates and schedules. The presence of an Exhibit 24 power of attorney and signature by an attorney-in-fact on 08/18/2025 are procedural items consistent with SEC rules. The disclosure contains no unusual acceleration clauses or derivative instruments.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Goodwin William Carroll Murphy

(Last) (First) (Middle)

C/O OKLO INC.

3190 CORONADO DR.

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2025

3. Issuer Name and Ticker or Trading Symbol
Oklo Inc. [ OKLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal & Strategy Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Class A Common Stock	248,227	(2)	D
Restricted Stock Units	(3)	(3)	Class A Common Stock	10,000	(2)	D
Restricted Stock Units	(4)	(4)	Class A Common Stock	2,202	(2)	D

Explanation of Responses:

1. The restricted stock units vest as to one-third of the underlying shares on August 12, 2025 and thereafter in eight substantially equal quarterly installments.

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. The restricted stock units vest in full on November 29, 2025.

4. The restricted stock units vest in three substantially equal annual installments beginning on November 29, 2025.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 3 filed for OKLO disclose about ownership?

The Form 3 discloses that William Carroll Murphy Goodwin holds 248,227, 10,000, and 2,202 restricted stock units that convert to Class A common stock when vested.

When do the restricted stock units begin vesting?

The largest tranche vests one-third on August 12, 2025 and then in eight substantially equal quarterly installments; another tranche vests in full on November 29, 2025; the final tranche vests in three annual installments beginning November 29, 2025.

What is the event date listed on the Form 3 for OKLO?

The Date of Event Requiring Statement is listed as 08/06/2025.

Who signed the Form 3 filing and when?

The filing shows a signature by an attorney-in-fact, /s/ Richard Craig Bealmear, dated 08/18/2025, and references Exhibit 24 (Power of Attorney).

Do the RSUs convert to Class A common stock one-for-one?

Yes. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, per the filing.