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Oklo insider Caroline Cochran sells 120K shares at ~$39

Oklo’s co-founder and COO, a more-than-10% owner, reported 120,000 shares sold on September 1, 2026 under a pre-adopted Rule 10b5-1 trading plan.

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Oklo Inc. (OKLO) director, officer and more-than-10% shareholder Caroline Cochran reported multiple sales of Class A common stock on September 1, 2026, totaling 120,000 shares, with reported weighted-average sale prices ranging from $38.08 to $39.15, pursuant to a Rule 10b5-1 trading plan adopted on March 31, 2025.

After these transactions, Cochran reported 398,039 shares held directly, and additional indirect holdings through a grantor retained annuity trust in her name, through her spouse, and through her spouse’s grantor retained annuity trust, as well as large positions held by related family trusts and additional grantor retained annuity trusts.

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Insights

Analyzing...

Insider Cochran Caroline
Role Co-Founder, COO
Sold 120,000 shs ($4.63M)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2, F3 40,000 $38.66 $1.55M
Sale Class A Common Stock F1, F4, F3 19,800 $38.88 $770K
Sale Class A Common Stock F1, F3 200 $39.15 $8K
Sale Class A Common Stock F1, F5, F6, F7 40,000 $38.40 $1.54M
Sale Class A Common Stock F1, F8, F6, F9 20,000 $38.56 $771K
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F6, F9 -- -- --
holding Class A Common Stock F6, F9 -- -- --
holding Class A Common Stock F6, F9 -- -- --
Holdings After Transaction: Class A Common Stock — 398,039 shares (Direct); Class A Common Stock — 529,479 shares (Indirect, By Caroline Cochran GRAT); Class A Common Stock — 431,533 shares (Indirect, By Jacob DeWitte); Class A Common Stock — 496,483 shares (Indirect, By Jacob DeWitte GRAT); Class A Common Stock — 7,583,085 shares (Indirect, By the Caroline DeWitte Family Trust); Class A Common Stock — 1,000,000 shares (Indirect, By Caroline DeWitte GRAT No. 2); Class A Common Stock — 474,011 shares (Indirect, By Caroline DeWitt GRAT No. 3); Class A Common Stock — 7,851,901 shares (Indirect, By the Jacob DeWitte Family Trust); Class A Common Stock — 1,000,000 shares (Indirect, By Jacob DeWitte GRAT No. 2); Class A Common Stock — 506,807 shares (Indirect, By Jacob DeWitte GRAT No.3)
Footnotes (9)
  1. F1. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.59- $38.75 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  3. F3. 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.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.75- $39.08 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.08- $38.52 inclusive. The Reporting Person's spouse undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  6. F6. For more information about the equity of the Issuer held by the Reporting Person's spouse, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
  7. F7. Represents securities held by the Reporting Person's spouse.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.52- $38.59 inclusive. The Reporting Person's spouse undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  9. F9. Represents securities beneficially owned by the Reporting Person's spouse.
Total shares sold 120,000 shares Aggregate Class A common stock sales reported for September 1, 2026
Direct sale by Caroline Cochran 40,000 shares at $38.66 per share Class A common stock sold on September 1, 2026 from direct holdings
Sales by Caroline Cochran GRAT 19,800 shares at $38.88; 200 shares at $39.15 Class A common stock sold on September 1, 2026 by her grantor retained annuity trust
Sales by spouse-related entities 40,000 shares at $38.40; 20,000 shares at $38.56 Class A common stock sold September 1, 2026 by spouse and spouse’s grantor retained annuity trust
Direct holdings after transactions 398,039 shares Class A common stock reported as held directly after September 1, 2026 sales
Indirect family trust holdings 7,583,085 and 7,851,901 shares Class A common stock reported in family trusts associated with Caroline Cochran and her spouse
Rule 10b5-1 plan regulatory
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
grantor retained annuity trust financial
"By Caroline Cochran GRAT"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
definitive proxy statement regulatory
"please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission."
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.

FAQ

What insider transactions did OKLO’s Caroline Cochran report on September 1, 2026?

She reported sales of 120,000 shares of Oklo Class A common stock on September 1, 2026, through a combination of direct holdings, her own grantor retained annuity trust, her spouse, and her spouse’s grantor retained annuity trust.

At what prices were the OKLO shares sold in Caroline Cochran’s Form 4?

The reported weighted-average sale prices ranged from $38.08 to $39.15 per share, with specific reported averages including $38.40, $38.56, $38.66, $38.88 and $39.15 for different sale blocks.

Were Caroline Cochran’s OKLO share sales made under a Rule 10b5-1 plan?

Yes. A footnote states that the sales reported were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025, indicating they followed a pre-arranged trading plan.

How many OKLO shares did Caroline Cochran hold directly after these transactions?

Following the reported sales, Caroline Cochran reported holding 398,039 shares of Oklo Class A common stock directly in her own name.

What indirect OKLO holdings associated with Caroline Cochran were reported?

Indirectly, she reported holdings through a grantor retained annuity trust in her name, through her spouse, and through her spouse’s grantor retained annuity trusts and family trusts, including reported positions such as 7,583,085 and 7,851,901 shares in family trusts and 1,000,000-plus share blocks in related grantor retained annuity trusts.

How many OKLO shares did entities associated with Caroline Cochran’s spouse sell?

Entities associated with her spouse reported sales of 40,000 shares at a weighted-average price of $38.40 and 20,000 shares at a weighted-average price of $38.56, both on September 1, 2026.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Co-Founder, COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026S(1)40,000D$38.66(2)398,039(3)D
Class A Common Stock09/01/2026S(1)19,800D$38.88(4)529,679(3)IBy Caroline Cochran GRAT
Class A Common Stock09/01/2026S(1)200D$39.15529,479(3)IBy Caroline Cochran GRAT
Class A Common Stock7,583,085(3)IBy the Caroline DeWitte Family Trust
Class A Common Stock1,000,000(3)IBy Caroline DeWitte GRAT No. 2
Class A Common Stock474,011(3)IBy Caroline DeWitt GRAT No. 3
Class A Common Stock09/01/2026S(1)40,000D$38.4(5)431,533(6)IBy Jacob DeWitte(7)
Class A Common Stock09/01/2026S(1)20,000D$38.56(8)496,483(6)IBy Jacob DeWitte GRAT(9)
Class A Common Stock7,851,901(6)IBy the Jacob DeWitte Family Trust(9)
Class A Common Stock1,000,000(6)IBy Jacob DeWitte GRAT No. 2(9)
Class A Common Stock506,807(6)IBy Jacob DeWitte GRAT No.3(9)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.59- $38.75 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
3. 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.75- $39.08 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.08- $38.52 inclusive. The Reporting Person's spouse undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
6. For more information about the equity of the Issuer held by the Reporting Person's spouse, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
7. Represents securities held by the Reporting Person's spouse.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.52- $38.59 inclusive. The Reporting Person's spouse undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
9. Represents securities beneficially owned by the Reporting Person's spouse.
Remarks:
/s/ Richard Craig Bealmear, Attorney-in-Fact09/02/2026
** Signature of Reporting PersonDate
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)