=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-01
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Oklo Inc. (OKLO)
CIK: 0001849056
--- Reporting Owner ---
Name: Bealmear Richard Craig
CIK: 0001855623
Role: Officer (Chief Financial Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-01 | Code: M (Exercise of derivative)
Shares: +16,238 | Price: $3.18
Total Value: $51,636.84
Shares Owned After: 413,880 | Ownership: D (Direct)
Footnotes:
[F1] For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-01 | Code: S (Open market sale)
Shares: -16,238 | Price: $65.00
Total Value: $1,055,470.00
Shares Owned After: 397,642 | Ownership: D (Direct)
Footnotes:
[F2] This sale reported herein was effected pursuant to a Rule 10b5-1 plan adopted on September 22, 2025.
[F1] For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-01 | Code: M (Exercise of derivative)
Shares: +100,000 | Price: $3.18
Total Value: $318,000.00
Shares Owned After: 497,642 | Ownership: D (Direct)
Footnotes:
[F1] For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-06-01 | Code: S (Open market sale)
Shares: -10,000 | Price: $69.31
Total Value: $693,100.00
Shares Owned After: 487,642 | Ownership: D (Direct)
Footnotes:
[F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.30- $69.34 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.
[F1] For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-06-01 | Code: G (Gift)
Shares: -2,100 | Price: $0.00
Shares Owned After: 485,542 | Ownership: D (Direct)
Footnotes:
[F4] Represents shares donated as a gift by the Reporting Person to a donor-advised fund. After donation, the Reporting Person will have no control over, and will not be able to direct the disposition of, the donated shares by such donor-advised fund.
[F1] For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-06-01 | Code: S (Open market sale)
Shares: -46,843 | Price: $69.42
Total Value: $3,251,841.06
Shares Owned After: 438,699 | Ownership: D (Direct)
Footnotes:
[F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.35- $69.55 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.
[F1] For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-06-02 | Code: M (Exercise of derivative)
Shares: +5,858 | Price: $3.18
Total Value: $18,628.44
Shares Owned After: 444,557 | Ownership: D (Direct)
Footnotes:
[F1] For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
--- Derivative Transactions ---
[Transaction #1]
Security: Stock Options
Date: 2026-06-01 | Code: M (Exercise of derivative)
Shares: -16,238 | Price: $0.00
Exercisable: N/A | Expires: 2033-12-22
Shares Owned After: 786,165 | Ownership: D (Direct)
Footnotes:
[F6] The stock option vested as to 20% of the underlying shares on August 1, 2024 and continues to vest thereafter in 48 substantially equal monthly installments.
[Transaction #2]
Security: Stock Options
Date: 2026-06-01 | Code: M (Exercise of derivative)
Shares: -100,000 | Price: $0.00
Exercisable: N/A | Expires: 2033-12-22
Shares Owned After: 686,165 | Ownership: D (Direct)
Footnotes:
[F6] The stock option vested as to 20% of the underlying shares on August 1, 2024 and continues to vest thereafter in 48 substantially equal monthly installments.
[Transaction #3]
Security: Stock Options
Date: 2026-06-02 | Code: M (Exercise of derivative)
Shares: -5,858 | Price: $0.00
Exercisable: N/A | Expires: 2033-12-22
Shares Owned After: 680,307 | Ownership: D (Direct)
Footnotes:
[F6] The stock option vested as to 20% of the underlying shares on August 1, 2024 and continues to vest thereafter in 48 substantially equal monthly installments.
--- Footnotes (Complete Index) ---
F1: For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
F2: This sale reported herein was effected pursuant to a Rule 10b5-1 plan adopted on September 22, 2025.
F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.30- $69.34 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.
F4: Represents shares donated as a gift by the Reporting Person to a donor-advised fund. After donation, the Reporting Person will have no control over, and will not be able to direct the disposition of, the donated shares by such donor-advised fund.
F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.35- $69.55 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.
F6: The stock option vested as to 20% of the underlying shares on August 1, 2024 and continues to vest thereafter in 48 substantially equal monthly installments.
--- Signature ---
/s/ /s/ Richard Craig Bealmear (2026-06-03)
