Oklo (OKLO) CFO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Oklo Inc.'s Chief Financial Officer Richard Craig Bealmear reported compensation-related equity activity and a tax-driven share sale. On March 12, 2026, he acquired a total of 163,843 shares of Class A Common Stock through the vesting and settlement of restricted stock units, each RSU representing one share.

On March 13, 2026, he sold 72,090 shares at $60.00 per share. A footnote explains this sale was executed to cover tax withholding obligations via a “sell to cover” transaction and was not a discretionary trade. Following these transactions, he directly holds 386,008 shares of Oklo Class A Common Stock.

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

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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^*

Bealmear Richard Craig

(Last) (First) (Middle)

C/O OKLO INC.

3190 CORONADO DR.

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

4. 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 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	03/12/2026		M		80,000	A	$59.59	374,255(1)	D
Class A Common Stock	03/12/2026		M		78,652	A	$59.59	452,907(1)	D
Class A Common Stock	03/12/2026		M		5,191	A	$59.59	458,098(1)	D
Class A Common Stock	03/13/2026		S(2)		72,090	D	$60	386,008(1)	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
Restricted Stock Units	(3)	03/12/2026		M			80,000	(4)	(4)	Class A Common Stock	80,000	$0	0	D
Restricted Stock Units	(5)	03/12/2026		M			78,652	(6)	(6)	Class A Common Stock	78,652	$0	117,977	D
Restricted Stock Units	(7)	03/12/2026		M			5,191	(8)	(8)	Class A Common Stock	5,191	$0	10,383	D

Explanation of Responses:

1. For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.

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 restricted stock units ("RSUs") listed in Table II. 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. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

4. The RSUs vest in full on November 29, 2025.

5. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 78,652 RSUs were released to the Reporting Person.

6. The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024.

7. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 5,191 RSUs were released to the Reporting Person.

8. On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025.

Remarks:

	/s/ Richard Craig Bealmear	03/16/2026
	** Signature of Reporting Person	Date
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