Oklo (OKLO) co-founder & COO moves major shareholdings to family trusts

Rhea-AI Filing Summary

Oklo Inc. insider trust transfers without changing ownership

An Oklo Inc. director, co-founder and COO who is also a 10% owner reported several internal transfers of Class A common stock on December 24, 2025. The reporting person transferred 7,583,085 shares to the Caroline DeWitte Family Trust for no consideration and remains the beneficial owner as trustee, with family members and certain charities as beneficiaries. Additional blocks of 1,000,000 and other shares previously held directly were contributed to grantor retained annuity trusts (GRATs) as part of estate planning, while still being reported as beneficially owned.

The reporting person’s spouse also transferred 7,851,901 shares to the Jacob DeWitte Family Trust for no consideration and contributed 1,000,000 shares to a GRAT, with beneficial ownership retained. Overall, these movements shift shares into family and GRAT structures but keep effective control with the same insiders.

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
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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)
12/24/2025

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	12/24/2025		G		7,583,085	D	$0	919,023(1)	D(2)
Class A Common Stock								7,583,085	I(2)	By the Caroline DeWitte Family Trust
Class A Common Stock								1,000,000(3)	I	By Caroline DeWitte GRAT No. 2
Class A Common Stock								1,580,000	I	By Caroline Cochran GRAT
Class A Common Stock								1,580,000	I	By Jacob DeWitte GRAT(4)
Class A Common Stock	12/24/2025		G		7,851,901	D	$0	928,197(5)	I(6)	By Jacob DeWitte(7)
Class A Common Stock								7,851,901	I(6)	By the Jacob DeWitte Family Trust(4)
Class A Common Stock								1,000,000(8)	I	By Jacob DeWitte GRAT No. 2(4)

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. Excludes 1,000,000 shares previously owned directly which were contributed to a grantor retained annuity trust on December 24, 2025.

2. On December 24, 2025, the Reporting Person transferred 7,583,085 shares to the Caroline DeWitte Family Trust for no consideration. The Reporting Person is trustee of the trust. The Reporting Person, members of her family and certain charitable organizations are the beneficiaries of the trust. The Reporting Person remains the beneficial owner of the securities held by the trust.

3. These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on December 24, 2025.

4. Represents securities beneficially owned by the Reporting Person's spouse.

5. Excludes 1,000,000 shares previously owned by the Reporting Person's spouse which were contributed to a grantor retained annuity trust on December 24, 2025.

6. On December 24, 2025, spouse of the Reporting Person transferred 7,851,901 shares to the Jacob DeWitte Family Trust for no consideration. Spouse of the Reporting Person is trustee of the trust. Spouse of the Reporting Person, members of his family and certain charitable organizations are the beneficiaries of the trust. Spouse of the Reporting Person remains the beneficial owner of the securities held by the trust.

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

8. These shares were previously reported as beneficially owned by the Reporting Person's spouse but were contributed to a grantor retained annuity trust on December 24, 2025.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	12/29/2025
	** 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.
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FAQ

What insider transactions did Oklo (OKLO) report on December 24, 2025?

On December 24, 2025, an Oklo Inc. director, co-founder and COO who is also a 10% owner reported transfers of large blocks of Class A common stock into family trusts and grantor retained annuity trusts, as detailed in the Form 4 table and explanations.

How many Oklo (OKLO) shares were moved to the Caroline DeWitte Family Trust?

The reporting person transferred 7,583,085 shares of Oklo Class A common stock to the Caroline DeWitte Family Trust for no consideration, while remaining the beneficial owner as trustee.

Did the Oklo (OKLO) insider receive any cash for the transferred shares?

No. The filing states that the 7,583,085 shares moved to the Caroline DeWitte Family Trust and the 7,851,901 shares moved to the Jacob DeWitte Family Trust were transferred for no consideration.

What role do grantor retained annuity trusts (GRATs) play in these Oklo (OKLO) insider holdings?

The filing explains that blocks of 1,000,000 shares and other previously directly held or spouse-held shares were contributed to various grantor retained annuity trusts on December 24, 2025, changing the legal holding structure but still being reported as beneficially owned by the insider or spouse.

Did the Oklo (OKLO) insider’s spouse also transfer shares to a trust?

Yes. On December 24, 2025, the spouse transferred 7,851,901 shares of Oklo Class A common stock to the Jacob DeWitte Family Trust for no consideration, and remains the beneficial owner as trustee, according to the explanations.

Does this Oklo (OKLO) Form 4 indicate a change in beneficial ownership?

The narrative states that after transfers to the Caroline DeWitte Family Trust and the Jacob DeWitte Family Trust, the reporting person and spouse remain the beneficial owners of the securities held by those trusts, even though the shares are no longer held directly.

What positions does the reporting person hold at Oklo (OKLO)?

The reporting person is listed as a Director, 10% Owner, and Officer, with the title Co-Founder, COO of Oklo Inc.