Oklo Chief of Staff Sells 1,100 Shares for Taxes

Q: How many OKLO shares did John Hanson sell, and why?

John Hanson sold 1,100 Class A common shares at $37.39 per share on September 28, 2026, to satisfy tax withholding obligations through a “sell to cover” transaction; the footnote says the sale was not discretionary.

Q: How many RSUs vested for OKLO's chief of staff?

Chief of Staff John Hanson’s 2,059 RSUs vested in full on September 26, 2026. Each RSU represents a contingent right to receive one Class A common share, and 53,062 RSUs followed the transaction.

The chief of staff's 1,100-share sale covered tax withholding and was not discretionary.

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Oklo Inc. Chief of Staff John Hanson reported that 2,059 restricted stock units vested and settled into 2,059 Class A common shares on September 26, 2026; 53,062 RSUs followed the transaction. On September 28, he sold 1,100 shares at $37.39 per share to cover tax withholding obligations. The sale was described as non-discretionary.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Hanson John

Role Chief of Staff

Sold 1,100 shs ($41K)

Approx. gross sale proceeds $41K

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^F2	1,100	$37.39	$41K
Exercise	Restricted Stock Units ^{F1, F3}	2,059	$0.00	$0.00
Exercise	Class A Common Stock ^F1	2,059	--	--

Holdings After Transaction: Restricted Stock Units — 53,062 contracts (Direct); Class A Common Stock — 361,350 shares (Direct)

Footnotes (3)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F2. 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.
F3. On November 4, 2025, the Reporting Person was granted 2,059 RSUs. On September 26, 2026, the RSUs vested in full.

Key Figures

RSUs vested: 2,059 RSUs Class A common shares acquired: 2,059 shares Class A common shares sold: 1,100 shares +2 more

5 metrics

RSUs vested 2,059 RSUs Vested in full on September 26, 2026

Class A common shares acquired 2,059 shares Upon settlement of the RSUs on September 26, 2026

Class A common shares sold 1,100 shares Sold on September 28, 2026, to cover tax withholding obligations

Sale price $37.39 per share September 28, 2026 sale

RSUs following transaction 53,062 RSUs Reported following the September 26, 2026 transaction

Key Terms

restricted stock unit, sell to cover, vesting and settlement

3 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"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.

vesting and settlement financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many OKLO shares did John Hanson sell, and why?

John Hanson sold 1,100 Class A common shares at $37.39 per share on September 28, 2026, to satisfy tax withholding obligations through a “sell to cover” transaction; the footnote says the sale was not discretionary.

How many RSUs vested for OKLO's chief of staff?

Chief of Staff John Hanson’s 2,059 RSUs vested in full on September 26, 2026. Each RSU represents a contingent right to receive one Class A common share, and 53,062 RSUs followed the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 04:27 PM Accepted by SEC EDGAR 09/29/2026 - 04:26 PM

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).

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^*

Hanson John

(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)
	Chief of Staff

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/26/2026		M		2,059	A	⁽¹⁾	362,450	D
Class A Common Stock	09/28/2026		S⁽²⁾		1,100	D	$37.39	361,350	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	09/26/2026		M			2,059	⁽³⁾	⁽³⁾	Class A Common Stock	2,059	$0	53,062	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. 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.

3. On November 4, 2025, the Reporting Person was granted 2,059 RSUs. On September 26, 2026, the RSUs vested in full.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	09/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR