Oklo Inc. SEC Filings

Oklo, Inc. has a Form 144 notice stating that a shareholder plans to sell 570,000 shares of Class A common stock through J.P. Morgan Securities LLC on 12/22/2025, with an aggregate market value of $47,441,100. The shares relate to a class listed on the NYSE and there were 156,247,075 Class A shares outstanding.

The securities to be sold were acquired on 03/27/2025 by transfer from Jacob DeWitte, who originally acquired founder shares on 12/31/2013. The notice also reports that during the past three months, Jacob DeWitte and Caroline Cochran each sold 300,000 Class A common shares on 09/30/2025, generating gross proceeds of $33,679,050 for each seller.

Oklo Inc.'s Chief Financial Officer reported several equity transactions in company stock. On December 17, 2025, the CFO exercised stock options to acquire 150,000 shares of Class A common stock at an exercise price of $3.18 per share. That same day, the CFO sold 69,841 shares at a price of $78.4 per share, followed by an additional sale of 5,159 shares on December 18, 2025 at $76.97 per share.

After these transactions, the CFO beneficially owned 196,913 shares of Class A common stock directly. The report also shows 975,759 stock options remaining beneficially owned, with the referenced option grant vesting 20% of the underlying shares on August 1, 2024 and the rest in 48 substantially equal monthly installments until expiration on August 1, 2033.

Oklo stockholder Richard C. Bealmear filed a notice to sell 5159 Class A shares through Fidelity Brokerage Services on or about 12/18/2025 on the NYSE. These shares have an aggregate market value of 397088.23 and are part of a total of 156247075 Class A shares outstanding. The shares to be sold were acquired on 12/17/2025 via a stock option exercise from the issuer, paid in cash.

During the past 3 months, Bealmear previously sold 7622 Class A shares on 09/18/2025 for gross proceeds of 773182.54 and 69841 Class A shares on 12/17/2025 for gross proceeds of 5460930.65. By signing the notice, the seller represents they are not aware of any non-public material adverse information about Oklo and acknowledges the Rule 10b5-1 trading plan provisions described.

Richard C. Bealmear filed a Form 144 notice to sell 69,841 Class A shares of Oklo (OKLO) through Fidelity Brokerage Services LLC around 12/17/2025, with an aggregate market value of $5,460,930.26. The Class A shares are listed on the NYSE, and 156,247,075 Class A shares are reported as outstanding.

The shares to be sold were acquired on 12/17/2025 via an option granted on 12/23/2023, purchased from the issuer for cash. During the prior three months, Bealmear sold 92,378 and 7,622 Class A shares on 09/17/2025 and 09/18/2025, generating gross proceeds of $8,658,204.78 and $773,182.54, respectively.

Oklo Inc. is launching an at-the-market equity program to offer up to $1.5 billion of Class A common stock through multiple sales agents under a Form S-3 shelf. Shares may be sold from time to time on the NYSE or through other permitted methods, with the company paying up to a 1.5% sales commission.

Oklo plans to use any net proceeds for general corporate purposes, working capital, capital expenditures, and potential investments as it develops its Aurora fast fission powerhouses and related fuel-recycling facilities. The company highlights extensive regulatory and deployment progress, including milestones with the U.S. Department of Energy and the Nuclear Regulatory Commission, as it pursues a power-purchase-agreement model for small advanced reactors.

The filing emphasizes that investors in this program could experience immediate and future dilution, illustrated by an example that assumes sales at $91.84 per share and shows a significant gap between the assumed price and adjusted net tangible book value. Oklo also details substantial business and policy risks, including reliance on favorable government incentives and tax credits, access to advanced nuclear fuels such as HALEU, potential cost inflation, and the early-stage nature of its commercial projects.

Oklo Inc. entered into an equity distribution agreement with a syndicate of major banks to establish an at-the-market stock offering program. Under this arrangement, the company may, at its discretion, sell shares of its Class A common stock for aggregate gross proceeds of up to $1.5 billion.

Sales can be made from time to time through Goldman Sachs, BofA Securities, Citigroup, Morgan Stanley, Barclays, TD Securities, Guggenheim Securities, B. Riley Securities and William Blair as sales agents, using various methods such as ordinary brokerage trades, block trades, privately negotiated transactions or other exchanges. Oklo will pay the agents a commission of up to 1.5% of the gross sales price per share and may start, pause or terminate sales as permitted by the agreement.

The shares will be issued under Oklo’s effective shelf registration statement on Form S-3, with a related prospectus supplement to be filed. The agreement includes customary representations, covenants, indemnification and a legal opinion confirming the validity of the shares to be sold.

Oklo Inc. reported insider equity activity by its Chief Legal & Strategy Officer. On November 28, 2025, a total of 10,734 restricted stock units (RSUs) vested, each converting into one share of Class A common stock. These RSUs came from prior grants of 10,000 units and 2,202 units with multi-year vesting schedules.

Following the vesting, the officer sold 5,864 shares of Class A common stock on December 1, 2025 at a price of $88.4239 per share to cover tax withholding obligations through a “sell to cover” transaction, described as non-discretionary. After these transactions, the officer directly owned 13,620 shares of Class A common stock and 1,468 RSUs remained outstanding.

Oklo Inc. insider William Goodwin has filed a notice to sell Class A shares under Rule 144. The filing covers 5,864 Class A shares to be sold through Fidelity Brokerage Services on the NYSE, with an aggregate market value of $518,517.75 and 156,247,075 Class A shares outstanding. These shares were acquired from the issuer on 11/28/2025 via restricted stock vesting as compensation.

Over the prior three months, William Goodwin reported additional Class A share sales, including 41,387 shares on 09/05/2025 for gross proceeds of $2,900,900.87 and 11,936 shares on 11/19/2025 for gross proceeds of $1,215,541.95. By signing the notice, the seller represents that he is not aware of any material adverse, nonpublic information about Oklo’s current or prospective operations.

Oklo Inc. (OKLO) reported insider equity activity by its Chief Legal & Strategy Officer. On November 18, 2025, the officer acquired 20,686 shares of Class A Common Stock through the vesting and settlement of restricted stock units (RSUs). On November 19, 2025, 11,936 shares were sold at $101.838 per share to cover tax withholding obligations under a "sell to cover" arrangement, described as a non-discretionary transaction.

Following these transactions, the officer directly owned 8,750 shares of Class A Common Stock and 144,798 RSUs remained outstanding as derivative securities. The RSUs relate to a prior grant of 248,227 RSUs made on August 6, 2025, which vests as to one-third of the underlying shares on August 12, 2025 and then in eight substantially equal quarterly installments.