Oklo Co-Founder (NYSE: OKLO) details Jan. 9 insider stock sales

Rhea-AI Filing Summary

Oklo Inc. director, Co-Founder and COO Caroline Cochran, a 10% owner, reported multiple insider sales of Class A Common Stock. On January 9, 2026, she sold 26,741 shares at a weighted average price of $111.38 per share, leaving 799,023 shares held directly. Related entities, including a Caroline Cochran GRAT, sold 12,977 shares at a weighted average of $112.32 and 6,096 shares at $112.83.

The filing also lists significant indirect holdings through family trusts and GRATs associated with Cochran’s spouse, including 7,583,085 shares held by the Caroline DeWitte Family Trust and 7,851,901 shares held by the Jacob DeWitte Family Trust as of January 9, 2026. All reported sales were effected under a Rule 10b5-1 trading plan adopted on March 31, 2025, indicating these transactions were pre-arranged rather than discretionary trades.

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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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^*

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)
01/09/2026

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	01/09/2026		S(1)		26,741	D	$111.38(2)	799,023	D
Class A Common Stock	01/09/2026		S(1)		12,977	D	$112.32(3)	1,396,096	I	By Caroline Cochran GRAT
Class A Common Stock	01/09/2026		S(1)		6,096	D	$112.83(4)	1,390,000	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	01/09/2026		S(1)		26,740	D	$111.38(2)	808,197	I	By Jacob DeWitte(5)
Class A Common Stock	01/09/2026		S(1)		12,977	D	$112.32(3)	1,396,097	I	By Jacob DeWitte GRAT(6)
Class A Common Stock	01/09/2026		S(1)		6,097	D	$112.83(4)	1,390,000	I	By Jacob DeWitte GRAT(6)
Class A Common Stock								7,851,901	I	By the Jacob DeWitte Family Trust(6)
Class A Common Stock								1,000,000	I	By Jacob DeWitte GRAT No. 2(6)

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 $111.00 - $111.62, 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 $111.62 - $112.55, 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 $112.70 - $113.58, 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. Represents securities held by the Reporting Person's spouse.

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

	/s/ Richard Craig Bealmear, Attorney-in-Fact	01/13/2026
	** 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).
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FAQ

What insider role does Caroline Cochran hold at Oklo (OKLO)?

Caroline Cochran is a director, Co-Founder, and Chief Operating Officer of Oklo Inc., and is identified as a 10% owner of the company’s equity.

How many Oklo (OKLO) shares did Caroline Cochran sell on January 9, 2026?

On January 9, 2026, Caroline Cochran sold 26,741 shares of Oklo Class A Common Stock at a weighted average price of $111.38 per share in a direct transaction. In addition, a Caroline Cochran GRAT sold 12,977 shares at $112.32 and 6,096 shares at $112.83 per share.

How many Oklo (OKLO) shares does Caroline Cochran hold after the reported transactions?

Following the January 9, 2026 sales, Caroline Cochran directly holds 799,023 shares of Oklo Class A Common Stock. She also has indirect beneficial ownership interests, including 1,396,096 and 1,390,000 shares held through a Caroline Cochran GRAT, as well as large positions in family trusts and additional GRATs tied to her spouse.

Were the Oklo (OKLO) insider stock sales made under a Rule 10b5-1 plan?

Yes. The filing states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted on March 31, 2025, meaning they were pre-arranged under that plan.

What indirect Oklo (OKLO) shareholdings related to Caroline Cochran’s family are disclosed?

The filing lists substantial indirect holdings, including 7,583,085 shares held by the Caroline DeWitte Family Trust and 1,000,000 shares held by Caroline DeWitte GRAT No. 2. It also shows 7,851,901 shares held by the Jacob DeWitte Family Trust and 1,000,000 shares held by Jacob DeWitte GRAT No. 2, which the footnotes describe as securities held or beneficially owned by the reporting person’s spouse.

How are the transaction prices for the Oklo (OKLO) insider sales reported?

The prices reported in the filing are weighted average prices. For example, the $111.38 price reflects multiple trades between $111.00 and $111.62, while $112.32 reflects trades between $111.62 and $112.55, and $112.83 reflects trades between $112.70 and $113.58.

Who executed some of the indirect Oklo (OKLO) transactions reported on the Form 4?

Certain indirect positions and sales are attributed to entities associated with the reporting person’s spouse, including Jacob DeWitte, the Jacob DeWitte Family Trust, and Jacob DeWitte GRATs. Footnotes specify that these securities are held by or beneficially owned by the spouse.