Oklo Inc. (OKLO) COO and co-founder discloses planned insider stock sales

Rhea-AI Filing Summary

Oklo Inc. director, co-founder and COO Caroline Cochran reported multiple planned insider stock sales in Oklo Class A common shares. The transactions on February 2, 2026 were executed under a Rule 10b5-1 trading plan adopted on March 31, 2025.

Cochran reported direct sales of 16,181 shares at a weighted average price of $73.8095 and 43,819 shares at $74.6863. Additional sales were reported from entities associated with her and her spouse, including GRATs and family trusts, while substantial indirect holdings remain reported after the transactions.

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

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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).

X

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)
02/02/2026

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	02/02/2026		S(1)		16,181	D	$73.8095(2)	782,842	D
Class A Common Stock	02/02/2026		S(1)		43,819	D	$74.6863(3)	739,023	D
Class A Common Stock	02/02/2026		S(1)		29,636	D	$75.3725(4)	1,360,364	I	By Caroline Cochran GRAT
Class A Common Stock	02/02/2026		S(1)		7,768	D	$76.393(5)	1,352,596	I	By Caroline Cochran GRAT
Class A Common Stock	02/02/2026		S(1)		2,153	D	$77.6683(6)	1,350,443	I	By Caroline Cochran GRAT
Class A Common Stock	02/02/2026		S(1)		443	D	$78.2003(7)	1,350,000	I	By Caroline Cochran GRAT
Class A Common Stock								7,583,085	I	By the Caroline DeWitte Family Trust
Class A Common Stock								1,000,000	I	By Caroline DeWitte GRAT No. 2
Class A Common Stock	02/02/2026		S(1)		16,181	D	$73.8095(2)	792,016	I	By Jacob DeWitte(8)
Class A Common Stock	02/02/2026		S(1)		43,819	D	$74.6863(3)	748,197	I	By Jacob DeWitte(8)
Class A Common Stock	02/02/2026		S(1)		29,636	D	$75.3725(4)	1,360,364	I	By Jacob DeWitte GRAT(9)
Class A Common Stock	02/02/2026		S(1)		7,769	D	$76.393(5)	1,352,595	I	By Jacob DeWitte GRAT(9)
Class A Common Stock	02/02/2026		S(1)		2,152	D	$77.6683(6)	1,350,443	I	By Jacob DeWitte GRAT(9)
Class A Common Stock	02/02/2026		S(1)		443	D	$78.2003(7)	1,350,000	I	By Jacob DeWitte GRAT(9)
Class A Common Stock								7,851,901	I	By the Jacob DeWitte Family Trust(9)
Class A Common Stock								1,000,000	I	By Jacob DeWitte GRAT No. 2(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 $73.30 - $74.30, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.31 - $75.00, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 - $76.00 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 $76.01 - $77.00, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.02 - $78.01, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 - $78.25, 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.

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

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

	/s/ Richard Craig Bealmear, Attorney-in-Fact	02/04/2026
	** 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.

FAQ

What insider transactions did Caroline Cochran report at Oklo (OKLO)?

Caroline Cochran reported multiple sales of Oklo Class A common stock on February 2, 2026. These included two direct blocks and several indirect sales through GRATs and family trusts, all disclosed as part of her beneficial ownership reporting obligations.

How many Oklo (OKLO) shares did Caroline Cochran sell directly?

Cochran reported direct sales of 16,181 Oklo Class A shares at $73.8095 and 43,819 shares at $74.6863. These trades are shown as non-derivative sales, with her remaining direct beneficial ownership disclosed after each reported transaction block.

Were Caroline Cochran’s Oklo (OKLO) stock sales under a 10b5-1 plan?

Yes. The filing states the reported sales were effected under a Rule 10b5-1 trading plan adopted on March 31, 2025. Such pre-arranged plans allow insiders to systematically sell shares according to preset terms, reducing discretion at the time of each trade.

Which Oklo (OKLO) insider-related entities reported share sales or holdings?

The report lists indirect positions and activity through entities including the Caroline Cochran GRAT, the Caroline DeWitte Family Trust, Caroline DeWitte GRAT No. 2, the Jacob DeWitte GRAT, the Jacob DeWitte Family Trust, and Jacob DeWitte GRAT No. 2, reflecting spouse and trust holdings.

At what prices were the reported Oklo (OKLO) insider sales executed?

Weighted average sale prices disclosed include $73.8095, $74.6863, $75.3725, $76.393, $77.6683, and $78.2003 per share. Each block represents multiple trades within a specified price range, with full price breakdowns available upon request from the issuer or regulators.

How are Jacob DeWitte’s Oklo (OKLO) holdings treated in this Form 4?

The filing notes certain securities are held or beneficially owned by Caroline Cochran’s spouse, Jacob DeWitte, including positions labeled “By Jacob DeWitte” and “By Jacob DeWitte GRAT.” These are reported as indirect beneficial ownership interests associated with the reporting person’s spouse.