Form 4: Oklo Officer Sells Shares for Tax Obligations

Oklo Inc.'s Chief Legal & Strategy Officer, William Carroll Murphy Goodwin, sold 10,639 shares of Class A Common Stock to cover tax withholding obligations following the vesting of restricted stock units.

Summary

• William Carroll Murphy Goodwin, Chief Legal & Strategy Officer of Oklo Inc., reported changes in beneficial ownership.
• On March 24, 2026, 20,685 restricted stock units (RSUs) vested and were released to the reporting person, converting into Class A Common Stock.
• Following the RSU release, the reporting person beneficially owned 36,676 shares of Class A Common Stock.
• On March 25, 2026, 10,639 shares of Class A Common Stock were sold at a price of $56.48 per share.
• This sale was a 'sell to cover' transaction to satisfy tax withholding obligations related to the RSU vesting and was not a discretionary transaction.
• After these transactions, the reporting person beneficially owns 26,037 shares of Class A Common Stock.
• The reporting person was originally granted 248,227 RSUs on August 12, 2024, with vesting scheduled for one-third on August 12, 2025, and then in eight substantially equal quarterly installments.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. It represents a routine compensation-related transaction for an executive, with no indication of discretionary selling or significant new information regarding the company's performance or outlook.

Positives

• The vesting of restricted stock units indicates ongoing compensation and retention of a key executive.
• The executive continues to hold a significant number of shares (26,037 Class A Common Stock) in the company.

Negatives

• A portion of the executive's shares were sold, reducing direct ownership, although this was for tax purposes.

Future Outlook

Future vesting events for the remaining Restricted Stock Units are scheduled, with one-third of the original grant vesting on August 12, 2025, and the remainder in eight substantially equal quarterly installments thereafter.

Management Comments

• The sale of shares 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.

Industry Context

StockSavvy.ai notes that 'sell to cover' transactions are a standard and routine practice for executives receiving equity compensation, particularly Restricted Stock Units (RSUs). This type of transaction is common across all industries where equity is a significant component of executive pay, as it allows executives to meet tax liabilities arising from the vesting of their awards without having to use personal funds.

Comparison to Industry Standards

• The 'sell to cover' mechanism for tax obligations upon RSU vesting is a widely adopted practice in corporate compensation structures across various industries, including technology and energy sectors.
• This transaction aligns with typical insider activity observed when equity awards vest, where a portion of the shares are automatically sold to satisfy statutory tax requirements, rather than indicating a discretionary move by the executive to reduce their stake.

Stakeholder Impact

• Shareholders: Minor, routine dilution from RSU vesting and subsequent sale, which is a standard part of executive compensation plans.
• Employees: No direct impact, but reflects standard executive compensation practices.

Next Steps

• Remaining Restricted Stock Units (RSUs) will continue to vest according to the original schedule, with the next significant vesting event on August 12, 2025.

Key Dates

Keywords

Oklo Inc., OKLO, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Sell to Cover, Executive Compensation, Beneficial Ownership