Oklo (OKLO) officer reports 10,734 RSUs vested and shares sold

Rhea-AI Filing Summary

Oklo Inc. reported insider equity activity by its Chief Legal & Strategy Officer. On November 28, 2025, a total of 10,734 restricted stock units (RSUs) vested, each converting into one share of Class A common stock. These RSUs came from prior grants of 10,000 units and 2,202 units with multi-year vesting schedules.

Following the vesting, the officer sold 5,864 shares of Class A common stock on December 1, 2025 at a price of $88.4239 per share to cover tax withholding obligations through a “sell to cover” transaction, described as non-discretionary. After these transactions, the officer directly owned 13,620 shares of Class A common stock and 1,468 RSUs remained outstanding.

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^*

Goodwin William Carroll Murphy

(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 Legal & Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025

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	11/28/2025		M		10,000	A	(1)	18,750	D
Class A Common Stock	11/28/2025		M		734	A	(1)	19,484	D
Class A Common Stock	12/01/2025		S(2)		5,864	D	$88.4239	13,620	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	(1)	11/28/2025		M			10,000	(3)	(3)	Class A Common Stock	10,000	$0	0	D
Restricted Stock Units	(1)	11/28/2025		M			734	(4)	(4)	Class A Common Stock	734	$0	1,468	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. On November 28, 2025, an aggregate of 10,734 RSUs were released to the Reporting Person.

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 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. On February 3, 2025, the Reporting Person was granted 10,000 RSUs, vesting in full as to all the underlying shares on November 29, 2025.

4. On January 22, 2025, the Reporting Person was granted 2,202 RSUs, vesting in three substantially equal annual installments beginning on November 29, 2025.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	12/02/2025
	** 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).
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FAQ

What insider transaction did Oklo (OKLO) report in this Form 4?

Oklo reported that its Chief Legal & Strategy Officer had 10,734 RSUs vest into shares of Class A common stock on November 28, 2025, followed by a sale of some shares to cover taxes.

How many Oklo RSUs vested for the reporting person and when?

An aggregate of 10,734 restricted stock units vested for the reporting officer on November 28, 2025, with each RSU converting into one share of Class A common stock.

How many Oklo shares were sold and at what price?

The officer sold 5,864 shares of Oklo Class A common stock on December 1, 2025 at a price of $88.4239 per share to satisfy tax withholding obligations.

Was the Oklo insider share sale discretionary?

The filing states that the 5,864-share sale was executed to cover tax withholding via a “sell to cover” transaction and does not represent a discretionary transaction by the reporting person.

How many Oklo shares does the officer own after these transactions?

After the reported transactions, the officer directly owned 13,620 shares of Oklo Class A common stock and held 1,468 RSUs that remain outstanding.

What were the original Oklo RSU grants referenced in this filing?

One grant of 10,000 RSUs was made on February 3, 2025, vesting in full on November 29, 2025, and another grant of 2,202 RSUs was made on January 22, 2025, vesting in three substantially equal annual installments beginning on November 29, 2025.