Oklo (OKLO) legal chief logs RSU vesting and tax sell-to-cover trade

Rhea-AI Filing Summary

Oklo Inc.'s Chief Legal & Strategy Officer William Carroll Murphy reported routine equity compensation activity. On March 24, 2026, 20,685 restricted stock units (RSUs) vested, each converting into one share of Class A Common Stock. This increased his directly held common shares and reduced his RSU balance.

In connection with this vesting, on March 25, 2026 he sold 10,639 Class A shares at $56.48 per share solely to cover tax withholding obligations in a "sell to cover" transaction, which the company notes was not a discretionary trade. Following these transactions, he holds 26,037 Class A Common shares directly and 166,758 RSUs.

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 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 Legal & Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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	03/24/2026		M		20,685	A	(1)	36,676	D
Class A Common Stock	03/25/2026		S(2)		10,639	D	$56.48	26,037	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)	03/24/2026		M			20,685	(3)	(3)	Class A Common Stock	20,685	$0	166,758	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 March 24, 2026, 20,685 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 August 12, 2024, the Reporting Person was granted 248,227 RSUs, vesting as to one-third of the underlying shares on August 12, 2025 and thereafter in eight substantially equal quarterly installments.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	03/25/2026
	** 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)

FAQ

What insider transactions did Oklo (OKLO) report for William Carroll Murphy?

Oklo reported that Chief Legal & Strategy Officer William Carroll Murphy had 20,685 RSUs vest into Class A Common Stock, then sold 10,639 shares at $56.48 each to cover tax withholding obligations through a non-discretionary sell-to-cover transaction.

How many Oklo (OKLO) shares did the insider sell and at what price?

William Carroll Murphy sold 10,639 shares of Oklo Class A Common Stock at $56.48 per share. The filing clarifies this was a sell-to-cover transaction to satisfy tax withholding obligations related to RSU vesting, not a discretionary open-market sale.

What RSU vesting event did Oklo (OKLO) disclose for its Chief Legal & Strategy Officer?

Oklo disclosed that on March 24, 2026, 20,685 restricted stock units held by Chief Legal & Strategy Officer William Carroll Murphy were released. Each RSU converted into one share of Class A Common Stock, increasing his direct share ownership accordingly.

What are William Carroll Murphy’s holdings in Oklo (OKLO) after the reported Form 4 transactions?

After the reported transactions, William Carroll Murphy directly owns 26,037 shares of Oklo Class A Common Stock and 166,758 restricted stock units. These figures reflect the RSU vesting and the associated sell-to-cover tax transaction disclosed in the Form 4.

Was the Oklo (OKLO) insider stock sale a discretionary trade?

The sale was not discretionary. The Form 4 footnote explains that 10,639 shares were sold solely to cover tax withholding obligations from the RSU vesting, executed as a predefined sell-to-cover transaction rather than a voluntary open-market trade.

What prior RSU grant to Oklo (OKLO) insider William Carroll Murphy is referenced?

The filing notes that on August 12, 2024, William Carroll Murphy was granted 248,227 RSUs. These vest as to one-third of the underlying shares on August 12, 2025, with the remaining shares vesting in eight substantially equal quarterly installments thereafter.