Form 4: Oklo Officer's RSU Vesting and Tax-Related Stock Sale

Oklo Inc.'s Chief Legal & Strategy Officer reported the vesting of restricted stock units and a subsequent non-discretionary sale of shares to cover tax obligations.

Summary

• William Carroll Murphy Goodwin, Chief Legal & Strategy Officer of Oklo Inc., reported transactions involving the company's Class A Common Stock.
• On November 28, 2025, 10,734 Restricted Stock Units (RSUs) were released, leading to the acquisition of 10,000 shares and 734 shares of Class A Common Stock.
• These RSUs included 10,000 granted on February 3, 2025, which vested in full on November 29, 2025, and 734 shares (part of 2,202 granted on January 22, 2025) which began vesting in three substantially equal annual installments starting November 29, 2025.
• Following these acquisitions, the Reporting Person's direct beneficial ownership increased to 19,484 shares.
• On December 1, 2025, 5,864 shares of Class A Common Stock were sold at a price of $88.4239 per share.
• This sale was a 'sell to cover' transaction specifically to satisfy tax withholding obligations related to the RSU vesting and was not a discretionary transaction.
• After the sale, the Reporting Person's direct beneficial ownership of Class A Common Stock was 13,620 shares.
• The Reporting Person also holds 1,468 derivative securities (RSUs) beneficially owned indirectly.

Sentiment

Score: 5

Explanation: The filing reports routine executive compensation events (RSU vesting) and a non-discretionary share sale for tax purposes, indicating a neutral impact on company sentiment as it does not reflect a discretionary investment decision or operational performance.

Positives

• The vesting of 10,734 Restricted Stock Units (RSUs) represents a significant component of executive compensation, aligning the officer's interests with shareholder value.
• The acquisition of 10,734 shares of Class A Common Stock increases the officer's direct equity stake in Oklo Inc. prior to the tax-related sale.

Negatives

• The sale of 5,864 shares of Class A Common Stock, even for tax purposes, reduces the officer's direct beneficial ownership in the company.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on past insider transactions.

Industry Context

Insider transaction reports like this Form 4 are routine disclosures for publicly traded companies, detailing changes in beneficial ownership by executives and directors. The 'sell to cover' transaction for tax purposes is a common practice in executive compensation plans involving restricted stock units, reflecting a standard mechanism for managing tax liabilities upon vesting.

Stakeholder Impact

• Shareholders: The transactions are routine and non-discretionary, unlikely to signal any change in company fundamentals or management's confidence beyond standard compensation practices.
• Employees: The vesting of RSUs demonstrates the company's compensation structure for executives, which may be relevant to broader employee compensation discussions.

Next Steps

• Future vesting installments for the remaining 1,468 Restricted Stock Units granted on January 22, 2025, will occur annually starting November 29, 2025.

Key Dates

Recommendation

The Form 4 details routine executive compensation activities, specifically the vesting of restricted stock units and a subsequent 'sell to cover' transaction for tax purposes. These non-discretionary transactions do not reflect a change in the executive's discretionary investment decision or the company's operational performance, thus providing no new basis for altering an investment recommendation. Investors should maintain their current position based on broader company fundamentals and market conditions.

Keywords

Oklo Inc, OKLO, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, RSU Vesting, Stock Sale, Tax Withholding, Corporate Officer