[Form 4] Oklo Inc. Insider Trading Activity

Rhea-AI Filing Summary

Caroline Cochran, Co-Founder and COO of Oklo, reported significant insider transactions on June 24, 2025. As both a Director and 10% Owner, Cochran made two notable gifts of Class A Common Stock:

• Gifted 300,000 shares at $0 to a donor advised fund, maintaining direct ownership of 10,102,108 shares
• Additional 300,000 shares reported under indirect ownership through spouse Jacob DeWitte, with 10,405,098 shares remaining
• Maintains indirect ownership of 2,000,000 shares each through Caroline Cochran GRAT and Jacob DeWitte GRAT

The transactions were executed in compliance with the lock-up agreement dated June 12, 2025, with Goldman Sachs and BofA Securities. Total beneficial ownership post-transactions includes both direct and indirect holdings through various vehicles, demonstrating significant insider stake in the company.

Positive

• None.

Negative

• Co-Founder and COO Caroline Cochran gifted 600,000 shares (worth millions at current market prices) to a donor advised fund, reducing her direct ownership position

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^*

Cochran Caroline

(Last) (First) (Middle)

C/O OKLO INC.

3190 CORONADO DR.

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Founder, COO

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/24/2025		G		300,000(1)	D	$0	10,102,108	D
Class A Common Stock	06/24/2025		G		300,000(1)	D	$0	10,405,098	I	By Jacob DeWitte(2)
Class A Common Stock								2,000,000	I	By Caroline Cochran GRAT
Class A Common Stock								2,000,000	I	By Jacob DeWitte GRAT

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This filing relates to a gift of 600,000 shares of Class A Common Stock to a donor advised fund as permitted by the lock-up agreement between the Reporting Person and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters dated June 12, 2025 (the "Lock-Up Agreement").

2. Represents securities held by the Reporting Person's spouse.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	06/26/2025
	** 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.

FAQ

How many shares of OKLO stock did Caroline Cochran gift on June 24, 2025?

Caroline Cochran gifted a total of 600,000 shares of OKLO Class A Common Stock to a donor advised fund on June 24, 2025. This was split into two transactions of 300,000 shares each.

What positions does Caroline Cochran hold at OKLO?

According to the Form 4 filing, Caroline Cochran serves multiple roles at OKLO: she is a Director, a 10% Owner, and serves as Co-Founder and COO (Chief Operating Officer) of the company.

How many OKLO shares does Caroline Cochran own directly after the reported transaction?

Following the reported transaction, Caroline Cochran directly owns 10,102,108 shares of OKLO Class A Common Stock.

What is the total indirect ownership of OKLO shares by Caroline Cochran through various entities?

Caroline Cochran indirectly owns OKLO shares through multiple entities: 10,405,098 shares through Jacob DeWitte (her spouse), 2,000,000 shares through the Caroline Cochran GRAT, and has beneficial interest in 2,000,000 shares through the Jacob DeWitte GRAT, totaling 14,405,098 shares of indirect ownership.

Was OKLO's stock gift transaction compliant with the company's lock-up agreement?

Yes, the Form 4 explicitly states that the gift of 600,000 shares to a donor advised fund was permitted under the lock-up agreement between the Reporting Person and Goldman Sachs & Co. LLC and BofA Securities, Inc., dated June 12, 2025.