Oklo counsel sells 238 shares to cover taxes

Oklo’s General Counsel reported a small, non-discretionary sell-to-cover stock sale tied to RSU tax withholding under a Rule 10b5-1 plan.

Rhea-AI Filing Summary

Oklo Inc. (OKLO) insider Vivek Narayanadas, General Counsel & Secretary, reported selling 238 shares of Class A Common Stock on September 8, 2026 at $42.06 per share. A footnote states the shares were sold under a "sell to cover" arrangement solely to satisfy tax withholding obligations from RSU vesting and were not a discretionary trade. The filing affirms the transaction was made under a Rule 10b5-1 trading plan. After this sale, Narayanadas holds 8,524 shares directly and 5,000 shares indirectly through a joint account with his spouse.

Insider Trade Summary 10b5-1

Net Seller: 238 shares

Net Sell 2 txns

Insider Narayanadas Vivek

Role General Counsel & Secretary

Sold 238 shs ($10K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	238	$42.06	$10K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 8,524 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: 238 shares Sale price per share: $42.06 per share Direct holdings after transaction: 8,524 shares +1 more

4 metrics

Shares sold 238 shares Class A Common Stock sold on September 8, 2026

Sale price per share $42.06 per share Price for the 238 shares sold on September 8, 2026

Direct holdings after transaction 8,524 shares Direct ownership of Oklo Class A Common Stock after the sale

Indirect holdings in joint account 5,000 shares Shares held through a joint account with spouse

Key Terms

Rule 10b5-1 trading plan, sell to cover, Restricted Stock Units, tax withholding obligations, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The filing affirms the transaction was made 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.

tax withholding obligations financial

"sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"

indirect ownership financial

"5,000 shares indirectly through a joint account with his spouse"

FAQ

What insider transaction did OKLO’s General Counsel report on this Form 4?

The General Counsel, Vivek Narayanadas, reported selling 238 shares of Oklo Class A Common Stock on September 8, 2026 at $42.06 per share in a transaction described as a sale in the open market or a private transaction.

Why were the 238 OKLO shares sold by the insider?

The 238 shares were sold to cover tax withholding obligations arising from the vesting and settlement of RSUs. The footnote explains this was a “sell to cover” transaction and does not represent a discretionary transaction by the reporting person.

Was the OKLO insider transaction made under a Rule 10b5-1 plan?

Yes. The filing indicates that the transaction was executed under a Rule 10b5-1 trading plan, meaning the trade followed a pre-established plan rather than being timed at the insider’s discretion.

How many OKLO shares does the insider hold directly after this transaction?

Following the September 8, 2026 sell-to-cover transaction, Vivek Narayanadas holds 8,524 shares of Oklo Class A Common Stock in direct ownership.

What indirect holdings in OKLO shares does the reporting person have?

In addition to direct holdings, the reporting person has 5,000 shares of Oklo Class A Common Stock held indirectly through a joint account with his spouse, as disclosed in the Form 4.

Does this Form 4 indicate large insider selling of OKLO stock?

No. The reported sale is 238 shares, specifically to cover taxes on RSU vesting, and is described as non-discretionary. The insider continues to hold 8,524 shares directly and 5,000 shares indirectly.

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Available on EDGAR 09/09/2026 - 04:29 PM Accepted by SEC EDGAR 09/09/2026 - 04:28 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)
09/08/2026

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	09/08/2026		S(1)		238	D	$42.06	8,524	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	09/09/2026
	** 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)