=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-05-19
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Oklo Inc. (OKLO)
CIK: 0001849056
--- Reporting Owner ---
Name: Goodwin William Carroll Murphy
CIK: 0002080717
Role: Officer (Chief Legal & Strategy Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-05-19 | Code: M (Exercise of derivative)
Shares: +20,686
Shares Owned After: 46,723 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. On May 19, 2026, 20,686 RSUs were released to the Reporting Person.
[F2] 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: 2026-05-20 | Code: S (Open market sale)
Shares: -10,548 | Price: $58.04
Total Value: $612,205.92
Shares Owned After: 36,175 | Ownership: D (Direct)
Footnotes:
[F3] 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.
[F2] 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: Restricted Stock Units
Date: 2026-05-19 | Code: M (Exercise of derivative)
Shares: -20,686 | Price: $0.00
Shares Owned After: 146,072 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. On May 19, 2026, 20,686 RSUs were released to the Reporting Person.
[F4] 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.
[F4] 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.
--- Footnotes (Complete Index) ---
F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. On May 19, 2026, 20,686 RSUs were released to the Reporting Person.
F2: 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.
F3: 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.
F4: 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.
--- Signature ---
/s/ /s/ Richard Craig Bealmear, Attorney-in-Fact (2026-05-21)
