[Form 4] Oklo Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jacob DeWitte, Co-Founder and CEO of Oklo, reported significant insider transactions on June 24, 2025. The key details include:

• DeWitte gifted 600,000 shares of Class A Common Stock to a donor advised fund
• The transaction was executed at $0 per share and was permitted under the lock-up agreement with Goldman Sachs & Co. LLC and BofA Securities
• Following the transactions, DeWitte's holdings include: - 10,405,098 shares held directly - 10,102,108 shares held indirectly through spouse Caroline Cochran - 2,000,000 shares in Jacob DeWitte GRAT - 2,000,000 shares in Caroline Cochran GRAT

DeWitte maintains significant ownership as a Director, Officer (CEO), and 10% Owner of Oklo, demonstrating continued substantial stake in the company despite the charitable gift transaction.

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^*

DeWitte Jacob

(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, CEO

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	10,405,098	D
Class A Common Stock	06/24/2025		G		300,000(1)	D	$0	10,102,108	I	By Caroline Cochran(2)
Class A Common Stock								2,000,000	I	By Jacob DeWitte GRAT
Class A Common Stock								2,000,000	I	By Caroline Cochran 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 CEO Jacob DeWitte gift on June 24, 2025?

According to the Form 4 filing, CEO Jacob DeWitte gifted a total of 600,000 shares of OKLO Class A Common Stock (300,000 shares held directly and 300,000 shares held indirectly through his spouse Caroline Cochran) to a donor advised fund on June 24, 2025.

What is OKLO CEO Jacob DeWitte's total beneficial ownership after the June 2025 transaction?

After the reported transaction, Jacob DeWitte beneficially owns 10,405,098 shares held directly, plus indirect ownership of 14,102,108 shares (10,102,108 through spouse Caroline Cochran, 2,000,000 through Jacob DeWitte GRAT, and 2,000,000 through Caroline Cochran GRAT), for a total beneficial ownership of approximately 24.5 million shares.

Was OKLO CEO's stock gift in June 2025 permitted under the lock-up agreement?

Yes, according to the filing's explanatory notes, the gift of 600,000 shares to a donor advised fund was specifically permitted under the lock-up agreement between the Reporting Person and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the underwriters, dated June 12, 2025.

What positions does Jacob DeWitte hold at OKLO as of June 2025?

According to the Form 4 filing, Jacob DeWitte holds multiple positions at OKLO: he serves as a Director, is a 10% Owner, and is the Co-Founder and CEO of the company.