[Form 4] Oklo Inc. Insider Trading Activity

Rhea-AI Filing Summary

Oklo Inc. co-founder and COO Caroline Cochran reported RSU vesting and related tax-cover share sales. On March 12, 2026, 78,652 restricted stock units were released to Cochran and 112,360 to Jacob DeWitte, each RSU representing one share of Class A Common Stock.

Additional RSUs of 5,191 for Cochran and 23,937 for DeWitte also released, with these awards vesting in installments beginning on August 9, 2024, and a separate 15,574-RSU grant to Cochran vesting over three annual installments starting December 31, 2025.

On March 13, 2026, 44,828 shares held by Cochran and 72,960 shares held by her spouse were sold at $60.00 per share solely to cover tax withholding obligations via “sell to cover” transactions, which the company states were not discretionary. Cochran continues to hold 718,039 shares directly, and additional shares are held indirectly through her spouse and various family trusts and GRATs.

Insights

Equity analyst

Transactions are largely routine RSU vesting with tax-cover sales.

Caroline Cochran, Oklo’s co-founder and COO, reported RSU releases converting into Class A Common Stock for herself and for Jacob DeWitte. Footnotes clarify each RSU equals one share, and vesting occurs in scheduled quarterly or annual installments.

The only reported sales were 44,828 shares from Cochran and 72,960 from her spouse at $60.00 per share. Footnotes state these were “sell to cover” trades to satisfy tax withholding and “do not represent a discretionary transaction” by either person, which materially weakens any signaling value.

After these events, Cochran still holds 718,039 shares directly, while additional shares are held indirectly via her spouse and several GRATs and family trusts. Given the tax-driven nature of the sales and sizeable remaining holdings, the overall filing looks like routine equity compensation activity rather than a change in insider conviction.

Insider Trade Summary

Net Seller: 117,788 shares ($7,067,280)

Net Sell 14 txns

Insider Cochran Caroline

Role Co-Founder, COO

Sold 117,788 shs ($7.07M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	44,828	$60.00	$2.69M
Sale	Class A Common Stock	72,960	$60.00	$4.38M
Exercise	Restricted Stock Units	78,652	$0.00	--
Exercise	Restricted Stock Units	5,191	$0.00	--
Exercise	Class A Common Stock	78,652	$59.59	$4.69M
Exercise	Class A Common Stock	5,191	$59.59	$309K
Exercise	Class A Common Stock	112,360	$59.59	$6.70M
Exercise	Class A Common Stock	23,937	$59.59	$1.43M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 718,039 shares (Direct); Class A Common Stock — 751,533 shares (Indirect, By Jacob DeWitte); Restricted Stock Units — 117,977 shares (Direct)

Footnotes (1)

1. 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. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. Represents securities held by the Reporting Person's spouse. Represents the number of shares sold by the Reporting Person's spouse to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person's spouse. Represents securities beneficially owned by the Reporting Person's spouse. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 112,360 and 78,652 restricted stock units were released to Mr. DeWitte and Ms. Cochran, respectively. The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 23,937 and 5,191 RSUs were released to Mr. DeWitte and Ms. Cochran, respectively. On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025.

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Form 4 Insider Transactions: What Each Field Means →

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)
03/12/2026

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	03/12/2026		M		78,652	A	$59.59	757,676(1)	D
Class A Common Stock	03/12/2026		M		5,191	A	$59.59	762,867(1)	D
Class A Common Stock	03/13/2026		S(2)		44,828	D	$60	718,039(1)	D
Class A Common Stock								1,310,000(1)	I	By Caroline Cochran GRAT
Class A Common Stock								1,000,000(1)	I	By Caroline DeWitte GRAT No. 2
Class A Common Stock								7,583,085(1)	I	By the Caroline DeWitte Family Trust
Class A Common Stock	03/12/2026		M		112,360	A	$59.59	800,556	I	By Jacob DeWitte(3)
Class A Common Stock	03/12/2026		M		23,937	A	$59.59	824,493	I	By Jacob DeWitte(3)
Class A Common Stock	03/13/2026		S(4)		72,960	D	$60	751,533	I	By Jacob DeWitte(3)
Class A Common Stock								1,310,000	I	By Jacob DeWitte GRAT(5)
Class A Common Stock								1,000,000	I	By Jacob DeWitte GRAT No. 2(5)
Class A Common Stock								7,851,901	I	By the Jacob DeWitte Family Trust(5)

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
Restricted Stock Units	(6)	03/12/2026		M			78,652	(7)	(7)	Class A Common Stock	78,652	$0	117,977	D
Restricted Stock Units	(8)	03/12/2026		M			5,191	(9)	(9)	Class A Common Stock	5,191	$0	10,383	D

Explanation of Responses:

1. 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.

2. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

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

4. Represents the number of shares sold by the Reporting Person's spouse to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person's spouse.

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

6. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 112,360 and 78,652 restricted stock units were released to Mr. DeWitte and Ms. Cochran, respectively.

7. The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024.

8. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 23,937 and 5,191 RSUs were released to Mr. DeWitte and Ms. Cochran, respectively.

9. On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	03/16/2026
	** 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.