Is the reported Oklo (OKLO) transaction related to a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not checked, and the footnote describes the sale as a sell-to-cover transaction for tax withholding, not as part of a Rule 10b5-1 trading plan.

Oklo (OKLO) chief of staff sells 539 shares to cover taxes

Q: What insider transaction did Oklo Inc. (OKLO) disclose for John Hanson?

Oklo Inc. disclosed that Chief of Staff John Hanson had 539 shares of Class A Common Stock sold on 2026-08-24 at $39.77 per share, in connection with tax withholding on RSU vesting.

Q: Was John Hanson’s Oklo (OKLO) stock sale a discretionary trade?

No. A footnote states the 539 shares were sold solely to cover tax withholding obligations related to RSU vesting in a “sell to cover” transaction and do not represent a discretionary transaction by John Hanson.

Q: What price was received for the Oklo (OKLO) shares sold in this Form 4?

The 539 shares of Oklo Class A Common Stock were sold at a reported price of $39.77 per share on 2026-08-24 in a sell-to-cover transaction for tax withholding.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Oklo Inc. (OKLO) reported that officer John Hanson, Chief of Staff, had 539 shares of Class A Common Stock sold on 2026-08-24 at $39.77 per share. According to a footnote, this was a sell-to-cover transaction to satisfy tax withholding on RSU vesting and was not a discretionary sale. Following this transaction, Hanson directly holds 359,430 shares of Oklo Class A Common Stock.

Insider Trade Summary

Net Seller: 539 shares

Net Sell 1 txn

Insider Hanson John

Role Chief of Staff

Sold 539 shs ($21K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^F1	539	$39.77	$21K

Holdings After Transaction: Class A Common Stock — 359,430 shares (Direct)

Footnotes (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: 539 shares Sale price per share: $39.77 per share Shares held after transaction: 359,430 shares

3 metrics

Shares sold 539 shares Class A Common Stock sold on 2026-08-24 to cover tax withholding on RSU vesting

Sale price per share $39.77 per share Price for the 539 shares of Class A Common Stock sold on 2026-08-24

Shares held after transaction 359,430 shares Direct holdings of John Hanson in Oklo Class A Common Stock following the sale

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 represent"

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

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

RSUs financial

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

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 Inc. (OKLO) disclose for John Hanson?

Oklo Inc. disclosed that Chief of Staff John Hanson had 539 shares of Class A Common Stock sold on 2026-08-24 at $39.77 per share, in connection with tax withholding on RSU vesting.

Was John Hanson’s Oklo (OKLO) stock sale a discretionary trade?

No. A footnote states the 539 shares were sold solely to cover tax withholding obligations related to RSU vesting in a “sell to cover” transaction and do not represent a discretionary transaction by John Hanson.

How many Oklo (OKLO) shares does John Hanson hold after the reported transaction?

After the transaction, Chief of Staff John Hanson directly holds 359,430 shares of Oklo Inc. Class A Common Stock, as reported in the filing.

What price was received for the Oklo (OKLO) shares sold in this Form 4?

The 539 shares of Oklo Class A Common Stock were sold at a reported price of $39.77 per share on 2026-08-24 in a sell-to-cover transaction for tax withholding.

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

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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 - 04:09 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)
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)
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	08/24/2026		S⁽¹⁾		539	D	$39.77	359,430	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)

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)

Source: View Original Filing on SEC EDGAR