STOCK TITAN

Oklo CEO DeWitte sells 120K shares near $38

Oklo’s co‑founder and CEO reports 10b5‑1 plan open‑market sales while retaining large direct and family‑trust holdings.

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Oklo Inc. (OKLO) reports that co‑founder, CEO and director Jacob DeWitte, a more than 10% owner, sold a total of 120,000 shares of Class A Common Stock on September 1, 2026 in open‑market transactions at prices around $38–$39 per share. The sales were made from his direct account, a grantor retained annuity trust in his name, and accounts associated with his spouse, pursuant to a Rule 10b5‑1 trading plan adopted on March 31, 2025. After these sales, he reports 431,533 shares held directly and additional indirect holdings, including 7,851,901 shares held by the Jacob DeWitte Family Trust and 7,583,085 shares held by the Caroline DeWitte Family Trust.

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Insights

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Insider DeWitte Jacob
Role Co-Founder, CEO
Sold 120,000 shs ($4.63M)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2, F3 40,000 $38.40 $1.54M
Sale Class A Common Stock F1, F4, F3 20,000 $38.56 $771K
Sale Class A Common Stock F1, F5, F6, F7 40,000 $38.66 $1.55M
Sale Class A Common Stock F1, F8, F6, F9 19,800 $38.88 $770K
Sale Class A Common Stock F1, F6, F9 200 $39.15 $8K
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F6, F9 -- -- --
holding Class A Common Stock F6, F9 -- -- --
holding Class A Common Stock F6, F9 -- -- --
Holdings After Transaction: Class A Common Stock — 431,533 shares (Direct); Class A Common Stock — 496,483 shares (Indirect, By Jacob DeWitte GRAT); Class A Common Stock — 398,039 shares (Indirect, By Caroline Cochran); Class A Common Stock — 529,479 shares (Indirect, By Caroline Cochran GRAT); Class A Common Stock — 7,851,901 shares (Indirect, By the Jacob DeWitte Family Trust); Class A Common Stock — 1,000,000 shares (Indirect, By Jacob DeWitte GRAT No. 2); Class A Common Stock — 506,807 shares (Indirect, By Jacob DeWitte GRAT No. 3); Class A Common Stock — 7,583,085 shares (Indirect, By the Caroline DeWitte Family Trust); Class A Common Stock — 1,000,000 shares (Indirect, By Caroline DeWitte GRAT No. 2); Class A Common Stock — 474,011 shares (Indirect, By Caroline Cochran GRAT No.3)
Footnotes (9)
  1. F1. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.08- $38.52 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. F3. 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.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.52- $38.59 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. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.59- $38.75 inclusive. The Reporting Person's spouse 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. F6. For more information about the equity of the Issuer held by the Reporting Person's spouse, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
  7. F7. Represents securities held by the Reporting Person's spouse.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.75- $39.08 inclusive. The Reporting Person's spouse 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. F9. Represents securities beneficially owned by the Reporting Person's spouse.
Shares sold on September 1, 2026 120,000 shares Total Class A Common Stock sold across reported open‑market transactions
Direct holdings after sale 431,533 shares Class A Common Stock held directly by Jacob DeWitte after the transactions
Sale block at $38.40 40,000 shares at $38.40 per share Direct sale of Class A Common Stock on September 1, 2026
Sale block at $38.56 20,000 shares at $38.56 per share Sale by a grantor retained annuity trust in Jacob DeWitte’s name
Largest spouse sale block 40,000 shares at $38.66 per share Sale from an account held by Jacob DeWitte’s spouse
Family trust holdings (DeWitte) 7,851,901 shares Class A Common Stock held by the Jacob DeWitte Family Trust after the reported date
Family trust holdings (Caroline DeWitte) 7,583,085 shares Class A Common Stock held by the Caroline DeWitte Family Trust after the reported date
Rule 10b5‑1 plan adoption date March 31, 2025 Date the trading plan governing these sales was adopted
Rule 10b5-1 plan regulatory
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
grantor retained annuity trust financial
"By Jacob DeWitte GRAT"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
beneficially owned regulatory
"Represents securities beneficially owned by the Reporting Person's spouse."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

What insider transaction did OKLO’s CEO Jacob DeWitte report on this Form 4?

He reported open‑market sales of 120,000 Class A shares of Oklo Inc. on September 1, 2026, executed at prices around $38–$39 per share, from direct and indirectly held accounts.

Was the September 1, 2026 sale of OKLO shares by Jacob DeWitte pre‑planned?

Yes. A footnote states that the sales reported were effected pursuant to a Rule 10b5‑1 plan adopted on March 31, 2025, indicating they followed a pre‑arranged trading program.

How many OKLO shares does Jacob DeWitte hold directly after these transactions?

Following the reported sales, Jacob DeWitte reports 431,533 shares of Class A Common Stock held directly in his own name.

What indirect holdings of OKLO shares associated with Jacob DeWitte are reported after the sales?

Indirect positions include 496,483 shares held by a grantor retained annuity trust in his name, 7,851,901 shares held by the Jacob DeWitte Family Trust, and 1,000,000 and 506,807 shares held by additional grantor retained annuity trusts.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 95054

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Oklo Inc. [ OKLO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Co-Founder, CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026S(1)40,000D$38.4(2)431,533(3)D
Class A Common Stock09/01/2026S(1)20,000D$38.56(4)496,483(3)IBy Jacob DeWitte GRAT
Class A Common Stock7,851,901(3)IBy the Jacob DeWitte Family Trust
Class A Common Stock1,000,000(3)IBy Jacob DeWitte GRAT No. 2
Class A Common Stock506,807(3)IBy Jacob DeWitte GRAT No. 3
Class A Common Stock09/01/2026S(1)40,000D$38.66(5)398,039(6)IBy Caroline Cochran(7)
Class A Common Stock09/01/2026S(1)19,800D$38.88(8)529,679(6)IBy Caroline Cochran GRAT(9)
Class A Common Stock09/01/2026S(1)200D$39.15529,479(6)IBy Caroline Cochran GRAT(9)
Class A Common Stock7,583,085(6)IBy the Caroline DeWitte Family Trust(9)
Class A Common Stock1,000,000(6)IBy Caroline DeWitte GRAT No. 2(9)
Class A Common Stock474,011(6)IBy Caroline Cochran GRAT No.3(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $38.08- $38.52 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. 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.52- $38.59 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 $38.59- $38.75 inclusive. The Reporting Person's spouse 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. For more information about the equity of the Issuer held by the Reporting Person's spouse, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.
7. Represents securities held by the Reporting Person's spouse.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.75- $39.08 inclusive. The Reporting Person's spouse 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. Represents securities beneficially owned by the Reporting Person's spouse.
Remarks:
/s/ Richard Craig Bealmear, Attorney-in-Fact09/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)