[Form 4] Oklo Inc. Insider Trading Activity

Rhea-AI Filing Summary

Oklo Inc. insider sale by Chief Legal & Strategy Officer and director: The Form 4 shows William Carroll Murphy Goodwin (reporting person) sold 41,387 shares of Class A common stock on 09/05/2025 in multiple transactions at a weighted-average price of $70.0921 per share, with prices in the range $70.00–$70.25. Following the reported transactions the filing indicates 0 shares beneficially owned by the reporting person. The sale was reported on the form by an attorney-in-fact and signed on 09/09/2025. The filer identified as an officer (Chief Legal & Strategy Officer) and director of the issuer.

Positive

• Reporting compliance: The Form 4 discloses the sale, weighted-average price, price range, and the post-transaction ownership (0 shares), meeting Section 16 reporting requirements.
• Timely filing: Transaction date 09/05/2025 and form signed 09/09/2025 indicate prompt reporting by the filer/attorney-in-fact.

Negative

• Complete divestiture: The reporting person, an officer and director, disposed of all reported Class A shares (41,387), leaving 0 beneficial ownership, which may be viewed negatively by some investors.
• No 10b5-1 disclosure: The form does not indicate the sale was pursuant to a Rule 10b5-1 trading plan, so the economic rationale and pre-planned nature of the trades are not disclosed.

Insights

Corporate Governance Expert

TL;DR: A senior officer and director sold all reported holdings in a single day at ~$70/share; this is noteworthy for governance observers.

The sale of 41,387 Class A shares by an officer who is also a director is a clear insider disposition that reduced the reporter's beneficial ownership to zero per the form. Such full divestiture by a governance insider can prompt questions about timing and rationale even when fully lawful. The Form 4 discloses the weighted-average price ($70.0921) and the price range ($70.00–$70.25) but does not state any plan or reason for the sale (no 10b5-1 box checked). From a governance perspective, disclosure is complete for Section 16 purposes, but the absence of a stated trading plan or contextual explanation is a point investors and governance committees may note.

Securities/Insider Transactions Analyst

TL;DR: Material insider sale executed in multiple trades; reporting complies with Form 4 specifics but provides no economic context.

The Form 4 shows multiple transactions aggregated into a weighted-average price and includes the required explanatory footnote about the price range. The filing indicates the transactions were reported promptly (transaction date 09/05/2025; form signed 09/09/2025) and an attorney-in-fact executed the filing. For transaction analysis, the sale quantity and price are explicit; however, there is no indication of a Rule 10b5-1 trading plan being used or any derivative activity. Impact on float or market liquidity depends on outstanding shares and typical daily volume, which are not provided here, so material market impact cannot be determined from this form alone.

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 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)
09/05/2025

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	09/05/2025		S		41,387	D	$70.0921(1)	0	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

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 $70.00 to $70.25, 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 herein.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	09/09/2025
	** 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.
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.

FAQ

What did the Oklo insider report on Form 4 for OKLO?

The Form 4 reports that William Carroll Murphy Goodwin sold 41,387 Class A shares on 09/05/2025 at a weighted-average price of $70.0921, with prices ranging $70.00–$70.25.

Who is the reporting person on the OKLO Form 4 and what is their role?

The reporting person is William Carroll Murphy Goodwin, identified as an officer (Chief Legal & Strategy Officer) and a director of Oklo Inc.

Did the Form 4 show any remaining beneficial ownership after the sale?

No. The filing indicates 0 shares beneficially owned by the reporting person following the reported transactions.

Was the sale reported as part of a 10b5-1 trading plan on the Form 4?

No. The filing does not indicate that the transactions were made pursuant to a Rule 10b5-1 trading plan.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/09/2025 by an attorney-in-fact, /s/ Richard Craig Bealmear.