Oklo counsel sells 365 shares to cover taxes

Oklo’s General Counsel executed a small, non-discretionary sell-to-cover trade under a Rule 10b5-1 plan, with meaningful direct and joint holdings remaining.

Rhea-AI Filing Summary

Oklo Inc. (OKLO) reported that General Counsel & Secretary Narayanadas Vivek sold 365 shares of Class A Common Stock on September 9, 2026 at $43.31 per share. According to the company’s disclosure, this was a “sell to cover” tax withholding transaction in connection with vesting and settlement of restricted stock units and did not represent a discretionary trade by Vivek. The transaction was carried out under a Rule 10b5-1 trading plan. After the sale, Vivek holds 8,159 shares directly and an additional 5,000 shares indirectly through a joint account with his spouse.

Insider Trade Summary 10b5-1

Net Seller: 365 shares

Net Sell 2 txns

Insider Narayanadas Vivek

Role General Counsel & Secretary

Sold 365 shs ($16K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	365	$43.31	$16K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 8,159 shares (Direct); Class A Common Stock — 5,000 shares (Indirect, Joint account with spouse)

Footnotes (1)

1. F1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

Key Figures

Shares sold: 365 shares Sale price: $43.31 per share Direct holdings after transaction: 8,159 shares +1 more

4 metrics

Shares sold 365 shares Class A Common Stock sold on September 9, 2026 to cover tax withholding

Sale price $43.31 per share Price for the 365 shares sold on September 9, 2026

Direct holdings after transaction 8,159 shares Direct ownership of Oklo Class A Common Stock following the September 9, 2026 sale

Indirect holdings after transaction 5,000 shares Indirect ownership through a joint account with spouse after the reported transaction

Key Terms

Rule 10b5-1 trading plan, sell to cover, restricted stock units, joint account with spouse

4 terms

Rule 10b5-1 trading plan regulatory

"The transaction was carried out under a Rule 10b5-1 trading plan."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

sell to cover financial

"The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction."

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"in connection with the vesting and settlement of the RSUs."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

joint account with spouse financial

"Indirect ownership through a joint account with spouse after the reported transaction."

FAQ

What insider transaction did OKLO report for Narayanadas Vivek on September 9, 2026?

Oklo reported that General Counsel & Secretary Narayanadas Vivek sold 365 shares of Class A Common Stock on September 9, 2026 at $43.31 per share in a sell-to-cover transaction related to restricted stock unit vesting.

Was the September 9, 2026 OKLO insider sale by Narayanadas Vivek discretionary?

No. The company states the 365-share sale was made to cover tax withholding obligations from restricted stock unit vesting and settlement and “does not represent a discretionary transaction” by Narayanadas Vivek.

Was the OKLO insider sale by Narayanadas Vivek under a Rule 10b5-1 plan?

Yes. Oklo indicates the reported transaction was executed under a Rule 10b5-1 trading plan, meaning it was carried out pursuant to a pre-established trading arrangement rather than ad hoc trading decisions.

How many OKLO shares does Narayanadas Vivek hold directly after the transaction?

After the September 9, 2026 sell-to-cover transaction, Narayanadas Vivek directly holds 8,159 shares of Oklo Class A Common Stock, as reported in the filing’s post-transaction ownership line.

What are Narayanadas Vivek’s indirect holdings of OKLO stock after the filing?

In addition to his direct holdings, the filing reports that Narayanadas Vivek indirectly holds 5,000 shares of Oklo Class A Common Stock through a joint account with his spouse after the reported transaction.

Why did Narayanadas Vivek sell 365 OKLO shares in this Form 4?

Oklo explains that the 365-share sale represents shares sold by Narayanadas Vivek to cover tax withholding obligations tied to the vesting and settlement of restricted stock units, funded through a “sell to cover” transaction.

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Available on EDGAR 09/10/2026 - 04:34 PM Accepted by SEC EDGAR 09/10/2026 - 04:34 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Narayanadas Vivek

(Last) (First) (Middle)

C/O OKLO INC.

3190 CORONADO DRIVE

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/09/2026		S(1)		365	D	$43.31	8,159	D
Class A Common Stock								5,000	I	Joint account with spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	09/10/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)