Oklo (OKLO) CEO and related trusts report Rule 10b5-1 stock sales

Rhea-AI Filing Summary

Oklo Inc. insider Jacob DeWitte, the company’s Co‑Founder, CEO, director and 10% owner, reported multiple open‑market sales of Class A common stock on January 7–8, 2026. The filing states these transactions were made under a Rule 10b5‑1 trading plan adopted on March 31, 2025, meaning they were pre‑scheduled rather than discretionary at the time of sale.

The reported sales include both direct holdings and indirect holdings through entities such as the Jacob DeWitte GRAT, with weighted‑average prices ranging from about $93.7874 to $100.0177 per share. The form also shows sizeable indirect positions held via the Jacob DeWitte Family Trust, Jacob DeWitte GRAT No. 2, and entities associated with DeWitte’s spouse, including the Caroline Cochran and Caroline Cochran GRAT accounts and related family trusts, which remain beneficially owned after these transactions.

Insights

Insider trading and governance analyst

Oklo’s CEO-linked entities report preset stock sales under a Rule 10b5-1 plan, without new operational information.

Oklo Inc. reports that Co‑Founder and CEO Jacob DeWitte, a director and 10% owner, filed a Form 4 covering a series of sales of Class A common stock on January 7–8, 2026. The transactions span both DeWitte’s direct holdings and indirect positions through vehicles such as the Jacob DeWitte GRAT, using weighted‑average prices in a band from about $93.7874 to $100.0177 per share.

The filing specifies that these sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on March 31, 2025. Such plans allow insiders to pre‑schedule trades, which can reduce concerns that sales reflect non‑public information. The form also lists substantial remaining indirect holdings through the Jacob DeWitte Family Trust, Jacob DeWitte GRAT No. 2, and entities associated with DeWitte’s spouse, including Caroline Cochran accounts, a GRAT, and family trusts.

From an investment‑analysis standpoint, this filing mainly updates ownership records rather than providing new data on Oklo’s operations, earnings, or strategy. The magnitude of the reported sales is visible in individual line items, but the overall impact on DeWitte‑ and spouse‑associated holdings depends on total shares outstanding and prior positions, which are not detailed here. Subsequent company reports may offer broader context on insider ownership trends over time.

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).

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^*

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)
01/07/2026

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	01/07/2026		S(1)		3,121	D	$93.7874(2)	925,076	D
Class A Common Stock	01/07/2026		S(1)		1,214	D	$94.5215(3)	923,862	D
Class A Common Stock	01/07/2026		S(1)		4,387	D	$95.7592(4)	919,475	D
Class A Common Stock	01/07/2026		S(1)		5,608	D	$96.9898(5)	913,867	D
Class A Common Stock	01/07/2026		S(1)		34,580	D	$97.9189(6)	879,287	D
Class A Common Stock	01/07/2026		S(1)		35,498	D	$98.7542(7)	843,789	D
Class A Common Stock	01/07/2026		S(1)		7,597	D	$99.4858(8)	836,192	D
Class A Common Stock	01/08/2026		S(1)		1,255	D	$100	834,937	D
Class A Common Stock	01/07/2026		S(1)		69,826	D	$100.0561(9)	1,410,174	I	By Jacob DeWitte GRAT
Class A Common Stock	01/08/2026		S(1)		1,100	D	$100.0177(10)	1,409,074	I	By Jacob DeWitte GRAT
Class A Common Stock								7,851,901	I	By the Jacob DeWitte Family Trust
Class A Common Stock								1,000,000	I	By Jacob DeWitte GRAT No. 2
Class A Common Stock	01/07/2026		S(1)		3,121	D	$93.7874(2)	915,902	I	By Caroline Cochran(11)
Class A Common Stock	01/07/2026		S(1)		1,214	D	$94.5215(3)	914,688	I	By Caroline Cochran(11)
Class A Common Stock	01/07/2026		S(1)		4,386	D	$95.7592(4)	910,302	I	By Caroline Cochran(11)
Class A Common Stock	01/07/2026		S(1)		5,609	D	$96.9898(5)	904,693	I	By Caroline Cochran(11)
Class A Common Stock	01/07/2026		S(1)		34,579	D	$97.9189(6)	870,114	I	By Caroline Cochran(11)
Class A Common Stock	01/07/2026		S(1)		35,499	D	$98.7542(7)	834,615	I	By Caroline Cochran(11)
Class A Common Stock	01/07/2026		S(1)		7,596	D	$99.4858(8)	827,019	I	By Caroline Cochran(11)
Class A Common Stock	01/08/2026		S(1)		1,255	D	$100	825,764	I	By Caroline Cochran(11)
Class A Common Stock	01/07/2026		S(1)		69,827	D	$100.0561(9)	1,410,173	I	By Caroline Cochran GRAT(12)
Class A Common Stock	01/08/2026		S(1)		1,100	D	$100.0177(10)	1,409,073	I	By Caroline Cochran GRAT(12)
Class A Common Stock								7,583,085	I	By the Caroline DeWitte Family Trust(12)
Class A Common Stock								1,000,000	I	By Caroline DeWitte GRAT No. 2(12)

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 $93.15 - $94.14, 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 $94.19 - $94.97, 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 $95.24 - $96.24, 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 $96.28 - $97.28, 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 $97.29 - $98.29, 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 $98.30 - $99.30, 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.31 - $99.70, 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.70 - $100.48, 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.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.00 - $100.11, 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.

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

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

	/s/ Richard Craig Bealmear, Attorney-in-Fact	01/09/2026
	** 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 activity at Oklo (OKLO) does this Form 4 report?

The Form 4 reports multiple open‑market sales of Oklo Inc. Class A common stock on January 7–8, 2026 by CEO and 10% owner Jacob DeWitte, including both direct and indirect holdings through related entities.

Were the Oklo (OKLO) insider stock sales by Jacob DeWitte preplanned?

Yes. The filing states that the sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on March 31, 2025, indicating they were pre‑scheduled under SEC rules.

At what prices were Oklo (OKLO) shares sold in this insider Form 4?

The reported Class A common stock sales used weighted‑average prices, with examples ranging from about $93.7874 per share to about $100.0177 per share, across multiple transactions.

Which entities associated with Oklo CEO Jacob DeWitte appear in this Form 4?

The Form 4 includes transactions and holdings for direct accounts, the Jacob DeWitte GRAT, the Jacob DeWitte Family Trust, and Jacob DeWitte GRAT No. 2, as well as entities associated with DeWitte’s spouse such as Caroline Cochran accounts, a Caroline Cochran GRAT, and related family trusts.

Does the Oklo (OKLO) Form 4 show remaining shares after the reported sales?

Yes. For each transaction, the Form 4 lists the amount of securities beneficially owned following the transaction, including ongoing indirect holdings through the Jacob DeWitte Family Trust, GRATs, and spouse‑related trusts.

What roles does Jacob DeWitte hold at Oklo (OKLO) according to this filing?

The reporting person Jacob DeWitte is identified as an Oklo Inc. director, Co‑Founder, CEO, and a 10% owner of the company’s equity.