Oklo (OKLO) officer logs RSU vesting and tax-related share sale

Rhea-AI Filing Summary

Oklo Inc.'s Chief Legal & Strategy Officer, William Carroll Murphy, reported routine equity compensation activity. On March 6, 2026, 5,191 restricted stock units vested, converting into the same number of Class A shares at a stated price of $0.00 per share. A footnote explains that on March 9, 2026, 2,820 Class A shares were sold at $56.69 per share solely to cover tax withholding obligations in a "sell to cover" transaction, described as not a discretionary transaction. Following this sale, Murphy directly held 15,991 Class A shares. Earlier, on December 22, 2025, he was granted 27,500 RSUs with multi-year vesting, contributing to a total of 187,443 RSUs reported as outstanding after that grant.

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)
12/22/2025

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	03/06/2026		M		5,191	A	(1)	18,811	D
Class A Common Stock	03/09/2026		S(2)		2,820	D	$56.69	15,991	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)	03/06/2026		M			5,191	(3)	(3)	Class A Common Stock	5,191	$0	159,943	D
Restricted Stock Units	(4)	12/22/2025		A		27,500		(5)	(5)	Class A Common Stock	27,500	$0	187,443	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 6, 2026, 5,191 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 November 4, 2025 the Reporting Person was granted 3,294 RSUs, vesting in full as to all the underlying shares on September 26, 2026. On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting as to one-third of the underlying shares on December 31, 2025 and thereafter in two substantially equal annual installments.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

5. On December 22, 2025, the Reporting Person was granted 27,500 RSUs, vesting as to one-third of the underlying shares on March 31, 2027 and thereafter in two substantially equal annual installments.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Oklo reported that Chief Legal & Strategy Officer William Carroll Murphy had 5,191 RSUs vest into Class A shares and sold 2,820 shares. The sale was specifically to cover tax withholding obligations related to the RSU settlement, not a discretionary sale.

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

Murphy sold 2,820 shares of Oklo Class A Common Stock at $56.69 per share. According to the footnote, this transaction was structured as a sell-to-cover event to satisfy tax withholding obligations arising from vested RSUs, rather than an elective open-market sale.

Were the Oklo (OKLO) insider share sales discretionary trades?

The filing states the 2,820-share sale was executed to cover tax withholding obligations from RSU vesting. It explicitly notes the sale was conducted as a sell-to-cover transaction and does not represent a discretionary transaction by the reporting officer.

How many Oklo (OKLO) shares does the officer hold after these transactions?

After the March 9, 2026 tax-related sale, Murphy directly held 15,991 shares of Oklo Class A Common Stock. Separate from these shares, he also reported significant RSU holdings, reflecting additional contingent rights to receive Oklo stock over future vesting dates.

What new Oklo (OKLO) RSU grants did the officer receive?

On December 22, 2025, Murphy received a grant of 27,500 restricted stock units. The grant vests one-third on March 31, 2027, with the remaining two-thirds vesting in two substantially equal annual installments, providing multi-year equity-based compensation exposure.

What is the total RSU position reported for the Oklo (OKLO) officer?

After the December 22, 2025 RSU grant of 27,500 units, the filing shows Murphy holding 187,443 RSUs. Each RSU represents a contingent right to receive one share of Oklo Class A Common Stock, subject to future vesting schedules and settlement conditions described in the footnotes.