Oklo counsel reports 1,701 RSU shares, tax sale

Oklo’s general counsel exercised RSUs into 1,701 shares and sold 538 shares to cover taxes under a Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

Oklo Inc. (OKLO) reported that its General Counsel & Secretary, Narayanadas Vivek, had restricted stock units vest and be settled into a total of 1,701 shares of Class A Common Stock on September 3 and September 8, 2026. In connection with these RSU settlements, 538 shares were sold at $39.88 per share to cover tax withholding through a "sell to cover" transaction, which the footnote states was not a discretionary sale. The filing also reports 5,000 shares of Class A Common Stock held indirectly in a joint account with a spouse, and states that the transactions were made under a Rule 10b5-1 trading plan.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Narayanadas Vivek

Role General Counsel & Secretary

Sold 538 shs ($21K)

Approx. gross sale proceeds $21K

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F4	687	$0.00	$0.00
Exercise	Class A Common Stock F1	687	--	--
Sale	Class A Common Stock F2	538	$39.88	$21K
Exercise	Restricted Stock Units F1, F3	1,014	$0.00	$0.00
Exercise	Class A Common Stock F1	1,014	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 19,987 contracts (Direct); Class A Common Stock — 8,762 shares (Direct); Class A Common Stock — 5,000 shares (Indirect, Joint account with spouse)

Footnotes (4)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
2. 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.
3. F3. On February 3, 2025, the Reporting Person was granted 36,508 RSUs, vesting as to 20% of the underlying shares on February 3, 2026 and continuing to vest thereafter in 24 substantially equal monthly installments. On September 3, 2026 1,014 RSUs vested.
4. F4. On July 17, 2026, the Reporting Person was granted 8,240 RSUs, and the RSUs vest in 12 substantially equal monthly installments. On September 8, 2026, 687 RSUs vested.

Key Figures

RSUs exercised into shares: 1,701 shares Shares sold to cover taxes: 538 shares Sale price per share: $39.88 per share +5 more

8 metrics

RSUs exercised into shares 1,701 shares Total Class A Common Stock received from RSU vesting on September 3 and 8, 2026

Shares sold to cover taxes 538 shares Class A Common Stock sold on September 4, 2026 to satisfy RSU tax withholding

Sale price per share $39.88 per share Price for 538 shares of Class A Common Stock sold on September 4, 2026

RSUs vested from 2025 grant 1,014 RSUs Portion of 36,508-RSU grant that vested on September 3, 2026

RSUs vested from 2026 grant 687 RSUs Portion of 8,240-RSU grant that vested on September 8, 2026

Indirectly held shares 5,000 shares Class A Common Stock held in a joint account with spouse as of September 3, 2026

February 2025 RSU grant size 36,508 RSUs RSUs granted on February 3, 2025 to the reporting person

July 2026 RSU grant size 8,240 RSUs RSUs granted on July 17, 2026 to the reporting person

Key Terms

Restricted Stock Units, sell to cover, Rule 10b5-1, substantially equal monthly installments

4 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"to be funded by a "sell to cover" transaction and does not"

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.

Rule 10b5-1 regulatory

"transactions were made under a Rule 10b5-1 trading plan"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

substantially equal monthly installments financial

"vests in 12 substantially equal monthly installments. On September"

FAQ

What insider transactions did OKLO’s general counsel report on this Form 4?

The general counsel, Narayanadas Vivek, reported RSU vesting and settlement into 1,701 shares of Oklo Class A Common Stock on September 3 and 8, 2026, plus a sale of 538 shares executed to cover tax withholding obligations related to those RSUs.

How many Oklo (OKLO) shares were sold in the reported transaction and at what price?

The filing reports a sale of 538 shares of Oklo Class A Common Stock at a price of $39.88 per share on September 4, 2026. A footnote states the sale was a "sell to cover" for RSU tax withholding and not a discretionary transaction.

How many Oklo (OKLO) restricted stock units vested for the reporting person?

A total of 1,701 RSUs vested: 1,014 RSUs from a February 3, 2025 grant vested on September 3, 2026, and 687 RSUs from a July 17, 2026 grant vested on September 8, 2026. Each RSU represents one share of Class A Common Stock.

Were the OKLO insider transactions made under a Rule 10b5-1 trading plan?

Yes. The filing indicates that the reported transactions were made under a Rule 10b5-1 trading plan, meaning they were executed pursuant to a pre-arranged trading program rather than at the insider’s discretion at the time of trade.

What indirect ownership in Oklo (OKLO) stock does the reporting person disclose?

The Form 4 reports 5,000 shares of Oklo Class A Common Stock held indirectly through a joint account with the reporting person’s spouse as of September 3, 2026. This reflects indirect ownership separate from directly held shares.

What are the vesting terms of the Oklo (OKLO) RSU grants mentioned in the filing?

A grant of 36,508 RSUs on February 3, 2025 vests 20% on February 3, 2026, then in 24 substantially equal monthly installments; 1,014 RSUs from this grant vested on September 3, 2026. A grant of 8,240 RSUs on July 17, 2026 vests in 12 substantially equal monthly installments, with 687 RSUs vesting on September 8, 2026.

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Available on EDGAR 09/08/2026 - 04:24 PM Accepted by SEC EDGAR 09/08/2026 - 04:24 PM Learn about SEC filing dates

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).

X

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^*

Narayanadas Vivek

(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)
	General Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/03/2026		M		1,014	A	(1)	8,613	D
Class A Common Stock	09/04/2026		S(2)		538	D	$39.88	8,075	D
Class A Common Stock	09/08/2026		M		687	A	(1)	8,762	D
Class A Common Stock								5,000	I	Joint account with spouse

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)	09/03/2026		M			1,014	(3)	(3)	Class A Common Stock	1,014	$0	17,241	D
Restricted Stock Units	(1)	09/08/2026		M			687	(4)	(4)	Class A Common Stock	687	$0	2,746	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 February 3, 2025, the Reporting Person was granted 36,508 RSUs, vesting as to 20% of the underlying shares on February 3, 2026 and continuing to vest thereafter in 24 substantially equal monthly installments. On September 3, 2026 1,014 RSUs vested.

4. On July 17, 2026, the Reporting Person was granted 8,240 RSUs, and the RSUs vest in 12 substantially equal monthly installments. On September 8, 2026, 687 RSUs vested.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	09/08/2026
	** 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)