Oklo (NYSE: OKLO) legal chief's tax-cover sale leaves 45,268 shares

Rhea-AI Filing Summary

Oklo Inc. (OKLO) reported an insider transaction by William Carroll Murphy, its Chief Legal & Strategy Officer. On August 24, 2026, he sold 11,592 shares of Class A Common Stock at $39.77 per share. According to the company disclosure, this sale was solely to cover tax withholding obligations related to the vesting and settlement of RSUs under a "sell to cover" arrangement and is described as not being a discretionary transaction by the reporting person. After this transaction, he directly holds 45,268 shares of Oklo Class A Common Stock.

Insider Trade Summary

Net Seller: 11,592 shares

Net Sell 1 txn

Insider Goodwin William Carroll Murphy

Role Chief Legal & Strategy Officer

Sold 11,592 shs ($461K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	11,592	$39.77	$461K

Holdings After Transaction: Class A Common Stock — 45,268 shares (Direct)

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: 11,592 shares Sale price per share: $39.77 per share Shares owned after transaction: 45,268 shares +1 more

4 metrics

Shares sold 11,592 shares Class A Common Stock sold on August 24, 2026 by William Carroll Murphy

Sale price per share $39.77 per share Price for the 11,592 shares of Class A Common Stock sold

Shares owned after transaction 45,268 shares Directly held by William Carroll Murphy following the reported sale

Net shares sold 11,592 shares Net sell activity across all transactions reported in this Form 4

Key Terms

sell to cover, tax withholding obligations, RSUs

3 terms

sell to cover financial

"to be funded by a "sell to cover" transaction and does not repr"

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.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding oblig"

RSUs financial

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

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

FAQ

What insider transaction did OKLO disclose in this Form 4?

Oklo disclosed that Chief Legal & Strategy Officer William Carroll Murphy sold 11,592 shares of Class A Common Stock at $39.77 per share on August 24, 2026, in a transaction reported as a sale to cover tax withholding obligations tied to RSU vesting.

How many OKLO shares does William Carroll Murphy hold after this transaction?

After the August 24, 2026 transaction, William Carroll Murphy directly holds 45,268 shares of Oklo Inc. Class A Common Stock, as disclosed in the Form 4 filing.

Was the OKLO insider sale a discretionary trade by the officer?

The filing states that the sale of 11,592 shares by William Carroll Murphy was to cover tax withholding obligations via a "sell to cover" transaction and "does not represent a discretionary transaction" by the reporting person.

What was the sale price per share in the OKLO insider transaction?

The shares of Oklo Inc. Class A Common Stock were sold at $39.77 per share in the August 24, 2026 transaction reported by Chief Legal & Strategy Officer William Carroll Murphy.

Is the OKLO Form 4 transaction related to RSU vesting?

Yes. The Form 4 states that the 11,592 shares sold were to cover tax withholding obligations "in connection with the vesting and settlement of the RSUs" and were executed as a "sell to cover" transaction.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 04:09 PM Accepted by SEC EDGAR 08/25/2026 - 04:08 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).

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^*

Goodwin William Carroll Murphy

(Last) (First) (Middle)

C/O OKLO INC.

3190 CORONADO DR.

(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 Legal & Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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	08/24/2026		S(1)		11,592	D	$39.77	45,268	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)
				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	08/25/2026
	** 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)