Was the Oklo (OKLO) share sale by William Carroll Murphy discretionary?

The filing’s footnote states the 10,548-share sale was executed to cover tax withholding obligations through a “sell to cover” transaction. It explicitly notes this does not represent a discretionary transaction by Murphy, but a mechanism to satisfy tax liabilities.

Oklo (OKLO) legal chief vests 20,686 RSUs, sells 10,548 shares for tax cover

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Oklo Inc. Chief Legal & Strategy Officer William Carroll Murphy reported routine equity compensation activity. On May 19, 20,686 restricted stock units vested, converting into the same number of Class A common shares. Footnotes state each RSU represents a contingent right to one Class A share.

On May 20, 10,548 of these shares were sold at $58.04 per share solely to cover tax withholding obligations through a “sell to cover” transaction, described as non-discretionary. After these transactions, Murphy directly holds 36,175 Class A shares and 146,072 RSUs, with the RSUs part of a 248,227-unit grant awarded on August 12, 2024.

Insider Trade Summary

Net Seller: 10,548 shares ($612,206)

Net Sell 3 txns

Insider Goodwin William Carroll Murphy

Role Chief Legal & Strategy Officer

Sold 10,548 shs ($612K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	10,548	$58.04	$612K
Exercise	Restricted Stock Units	20,686	$0.00	--
Exercise	Class A Common Stock	20,686	$0.00	--

Holdings After Transaction: Class A Common Stock — 36,175 shares (Direct, null); Restricted Stock Units — 146,072 shares (Direct, null)

Footnotes (1)

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. 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. 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. 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.

Key Figures

RSUs vested: 20,686 units Shares sold for taxes: 10,548 shares Sale price: $58.04 per share +4 more

7 metrics

RSUs vested 20,686 units RSUs released to Murphy on May 19, 2026

Shares sold for taxes 10,548 shares Class A shares sold May 20, 2026 to cover withholding

Sale price $58.04 per share Price for 10,548 Class A shares sold May 20, 2026

Shares held after transaction 36,175 shares Direct Class A holdings after May 20, 2026 sale

RSUs remaining 146,072 units Restricted stock units held after May 19, 2026 vesting

Original RSU grant 248,227 units Grant awarded August 12, 2024 with staged vesting

Net RSU-related shares acquired 10,138 shares Vested 20,686 shares less 10,548 shares sold for taxes

Key Terms

Restricted Stock Units, sell to cover, contingent right, definitive proxy statement, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

contingent right financial

"represents a contingent right to receive one share of the Issuer's Class A Common Stock"

definitive proxy statement regulatory

"please see the Issuer's most recent definitive proxy statement filed"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

tax withholding obligations financial

"sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:37 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goodwin William Carroll Murphy

(Last)

(First)

(Middle)

C/O OKLO INC.

3190 CORONADO DR.

(Street)

SANTA CLARA

CALIFORNIA

95054

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Oklo Inc. [ OKLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal & Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/19/2026		M		20,686	A	⁽¹⁾	46,723⁽²⁾	D
Class A Common Stock	05/20/2026		S⁽³⁾		10,548	D	$58.04	36,175⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/19/2026		M			20,686	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	20,686	$0	146,072	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Oklo (OKLO) report for William Carroll Murphy?

Oklo reported that William Carroll Murphy had 20,686 restricted stock units vest into Class A shares, then sold 10,548 shares. The sale was executed as a non-discretionary “sell to cover” transaction to satisfy tax withholding obligations tied to the RSU vesting.

How many Oklo (OKLO) shares did William Carroll Murphy sell and at what price?

Murphy sold 10,548 shares of Oklo Class A Common Stock at $58.04 per share. According to the footnotes, this sale was specifically to cover tax withholding obligations from RSU vesting, not a discretionary open-market sale decision.

How many Oklo (OKLO) RSUs vested for William Carroll Murphy in this filing?

The filing shows that 20,686 restricted stock units vested for Murphy, each RSU converting into one Class A common share. These RSUs are part of a larger 248,227-unit grant awarded on August 12, 2024 with a multi-year vesting schedule.

What are William Carroll Murphy’s Oklo (OKLO) holdings after these transactions?

Following the reported transactions, Murphy directly holds 36,175 shares of Oklo Class A Common Stock and 146,072 restricted stock units. These figures reflect the May 19 RSU vesting and the subsequent May 20 share sale for tax withholding.

What is the vesting schedule of William Carroll Murphy’s Oklo (OKLO) RSU grant?

Murphy received a grant of 248,227 restricted stock units on August 12, 2024. One-third of the underlying shares vest on August 12, 2025, with the remainder vesting in eight substantially equal quarterly installments thereafter, subject to the grant’s terms.