[Form 4] Oklo Inc. Insider Trading Activity

Rhea-AI Filing Summary

Oklo Inc. CFO Richard Craig Bealmear reported multiple transactions in Class A common stock on September 17-18, 2025. He exercised two tranches of stock options at an exercise price of $3.18 each, acquiring 100,000 shares on 09/17/2025 and another 100,000 shares on 09/17/2025 (derivative filings show 100,000 options vesting and underlying 100,000 shares each). Following these exercises and subsequent open-market sales, reported holdings of Class A common stock changed across the filings: balances reported include 175,738, 129,535, and 121,913 shares at different points. Sales disclosed include 46,175, 46,203, and 7,622 shares sold at weighted average prices noted between $93.00 and $101.44. The filer certified the Form 4 on 09/19/2025 and provided a footnote that one sale price is a weighted average of multiple executions between $93.00 and $93.11.

Positive

• Option exercise disclosure at a low strike of $3.18 shows realization of long-term compensation aligned with documented vesting.
• Detailed sales pricing provided including a weighted-average range ($93.00–$93.11) and an offer to supply per-trade pricing on request, increasing transparency.

Negative

• Significant open-market sales totaling ~100,000+ shares sold across reported transactions, which materially reduced the reporting person's holdings.
• Multiple post-exercise sales at high market prices ($93–$101.44) could increase available float from insider dispositions, though the filing does not state company context.

Insights

Securities Analyst

TL;DR: Insider exercised options at a low strike and sold significant shares at market prices above $93, altering direct holdings materially.

The reporting shows option exercises at a $3.18 strike followed by substantial open-market sales executed at prices ranging from $93.00 to $101.44. These transactions increased the reporting person’s direct share count via exercises and then reduced holdings through multiple sales, with post-transaction beneficial ownership figures reported at 175,738, 129,535, and 121,913 shares. For investors, this confirms standard option-to-sale activity by an officer; the sizes of sales relative to reported holdings are material to monitoring insider supply but the filing does not include company-wide context such as total shares outstanding.

Corporate Governance Expert

TL;DR: Officer disclosed option vesting and multiple sales; documentation includes required explanatory footnotes and signature.

The Form 4 includes necessary disclosures: exercise details including vesting schedule disclosure, weighted-average sale price footnote, and a manual signature dated 09/19/2025. The filing notes the option vested partially earlier (20% vested August 1, 2024) and continues vesting monthly. This filing appears compliant with Section 16 reporting requirements and supplies the issuer or SEC staff with offer to provide transaction-by-transaction pricing breakdowns upon request.

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)
09/17/2025

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	09/17/2025		M		100,000	A	$3.18	121,913	D
Class A Common Stock	09/17/2025		S		46,175	D	$94.45	75,738	D
Class A Common Stock	09/17/2025		M		100,000	A	$3.18	175,738	D
Class A Common Stock	09/17/2025		S		46,203	D	$93.0021(1)	129,535	D
Class A Common Stock	09/18/2025		S		7,622	D	$101.4409	121,913	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
Stock Options	$3.18	09/17/2025		M			100,000	(2)	08/01/2033	Class A Common Stock	100,000	$0	1,225,759	D
Stock Options	$3.18	09/17/2025		M			100,000	(2)	08/01/2033	Class A Common Stock	100,000	$0	1,125,759	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.00 to $93.11, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

2. The stock option vested as to 20% of the underlying shares on August 1, 2024 and continues to vest thereafter in 48 substantially equal monthly installments.

	/s/ Richard Craig Bealmear	09/19/2025
	** 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.
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FAQ

What insider transactions did Oklo (OKLO) report on Form 4?

The CFO exercised stock options with a $3.18 strike and acquired 100,000 shares in two tranches on 09/17/2025, then sold 46,175, 46,203, and 7,622 Class A shares on 09/17–09/18/2025 at prices between $93.00 and $101.44.

How many Class A shares did Richard Bealmear own after the reported transactions?

Post-transaction beneficial ownership figures reported in the Form 4 include 175,738, 129,535, and 121,913 Class A shares at different reported lines.

What was the exercise price and vesting detail for the options exercised?

The exercised stock options had a conversion/exercise price of $3.18; the option vested 20% on 08/01/2024 and continues to vest in 48 substantially equal monthly installments.

Were sale prices fully detailed for the shares sold?

One footnote states the reported sale price is a weighted average for multiple transactions executed between $93.00 and $93.11; the filer offered to provide full per-trade details to the issuer or SEC staff upon request.

When was the Form 4 signed by the reporting person?

The Form 4 was signed by Richard Craig Bealmear on 09/19/2025.