Oklo Strategy Chief Sells 1,775 Shares at $37.39

Q: How many OKLO shares did the chief strategy officer sell, and why?

William Carroll Murphy Goodwin sold 1,775 shares at $37.39 per share on September 28, 2026, to cover tax withholding obligations tied to the RSU vesting and settlement. The reported sale was not a discretionary transaction.

Q: How many OKLO RSUs vested?

3,294 restricted stock units vested in full on September 26, 2026, and settled in 3,294 shares of Class A common stock. The RSU transaction entry reports 94,593 RSUs following the transaction.

The chief strategy officer's 1,775-share sale covered tax withholding and was not a discretionary transaction.

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Oklo Inc. Chief Strategy Officer William Carroll Murphy Goodwin reported that 3,294 restricted stock units vested in full on September 26, 2026, settling in 3,294 shares of Class A common stock. On September 28, he sold 1,775 shares at $37.39 per share to cover tax withholding tied to the vesting and settlement; the sale was not discretionary. The RSU transaction entry reports 94,593 RSUs following the transaction.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Goodwin William Carroll Murphy

Role Chief Strategy Officer

Sold 1,775 shs ($66K)

Approx. gross sale proceeds $66K

Type	Security	Shares	Price	Value
Sale	Class A Common Stock ^F2	1,775	$37.39	$66K
Exercise	Restricted Stock Units ^{F1, F3}	3,294	$0.00	$0.00
Exercise	Class A Common Stock ^F1	3,294	--	--

Holdings After Transaction: Restricted Stock Units — 94,593 contracts (Direct); Class A Common Stock — 46,787 shares (Direct)

Footnotes (3)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F2. 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.
F3. On November 4, 2025, the Reporting Person was granted 3,294 RSUs. On September 26, 2026, the RSUs vested in full.

Key Figures

Shares sold: 1,775 shares Sale price: $37.39 per share Restricted stock units vested: 3,294 RSUs +2 more

5 metrics

Shares sold 1,775 shares September 28, 2026; to cover tax withholding

Sale price $37.39 per share September 28, 2026

Restricted stock units vested 3,294 RSUs Vested in full on September 26, 2026

Shares received upon RSU settlement 3,294 shares Class A common stock, September 26, 2026

RSUs following transaction 94,593 RSUs Reported following the September 26, 2026 transaction

Key Terms

restricted stock unit, sell to cover, contingent right

3 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"funded by a "sell to cover" transaction"

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.

contingent right technical

"represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many OKLO shares did the chief strategy officer sell, and why?

William Carroll Murphy Goodwin sold 1,775 shares at $37.39 per share on September 28, 2026, to cover tax withholding obligations tied to the RSU vesting and settlement. The reported sale was not a discretionary transaction.

How many OKLO RSUs vested?

3,294 restricted stock units vested in full on September 26, 2026, and settled in 3,294 shares of Class A common stock. The RSU transaction entry reports 94,593 RSUs following the transaction.

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

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Available on EDGAR 09/29/2026 - 04:25 PM Accepted by SEC EDGAR 09/29/2026 - 04:24 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^*

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 Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2026

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	09/26/2026		M		3,294	A	⁽¹⁾	48,562	D
Class A Common Stock	09/28/2026		S⁽²⁾		1,775	D	$37.39	46,787	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)
Restricted Stock Units	⁽¹⁾	09/26/2026		M			3,294	⁽³⁾	⁽³⁾	Class A Common Stock	3,294	$0	94,593	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.

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. 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 November 4, 2025, the Reporting Person was granted 3,294 RSUs. On September 26, 2026, the RSUs vested in full.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	09/29/2026
	** 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