Oklo (OKLO) co-founder and 10% owner discloses multiple stock sales

Rhea-AI Filing Summary

Oklo Inc. insider trading report: A co-founder, chief operating officer, director and 10% owner of Oklo Inc. filed a Form 4 disclosing multiple sales of Class A common stock on 12/22/2025. The filing shows large existing holdings of 9,502,108 shares held directly and 9,780,098 shares held indirectly through the reporting person's spouse.

The reported sales were made by grantor retained annuity trusts (GRATs) and are coded as open-market or private sales. Individual transactions include blocks such as 30,634 shares at a weighted average price of $80.8378, and larger blocks like 191,284 shares at $82.6108, with additional tranches at higher weighted average prices up to about $85.7025. According to the notes, all of these sales were effected under a pre-arranged Rule 10b5-1 trading plan adopted on March 31, 2025, and the insider has committed to provide full breakdowns of the prices within each disclosed range upon request.

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

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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)
12/22/2025

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								9,502,108	D
Class A Common Stock								9,780,098	I	By Jacob DeWitte(1)
Class A Common Stock	12/22/2025		S(2)		30,634	D	$80.8378(3)	1,969,366	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		142,696	D	$81.672(4)	1,826,670	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		191,284	D	$82.6108(5)	1,635,386	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		42,653	D	$83.558(6)	1,592,733	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		11,089	D	$84.5529(7)	1,581,644	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		1,644	D	$85.7025(8)	1,580,000	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		30,635	D	$80.8378(3)	1,969,365	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		142,695	D	$81.672(4)	1,826,670	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		191,284	D	$82.6108(5)	1,635,386	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		42,653	D	$83.558(6)	1,592,733	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		11,090	D	$84.5529(7)	1,581,643	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		1,643	D	$85.7025(8)	1,580,000	I	By Jacob DeWitte GRAT

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

2. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.16 to $81.16, 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 $81.17 to $82.17, 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 $82.18 to $83.18, 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 $83.19 to $84.19, 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 $84.20 to $85.20, 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 $85.21 to $85.73, 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.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	12/23/2025
	** 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).
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FAQ

What did Oklo (OKLO) report in this Form 4 filing?

The Form 4 reports that a co-founder, COO, director and 10% owner of Oklo Inc. completed multiple sales of Class A common stock on 12/22/2025, including shares held directly, through a spouse, and through grantor retained annuity trusts (GRATs).

How many Oklo (OKLO) shares does the insider still beneficially own after these transactions?

After the reported transactions, the filing shows 9,502,108 Class A common shares held directly and 9,780,098 shares held indirectly through the reporting person's spouse, plus additional indirect holdings through GRATs with post-sale balances such as 1,969,366, 1,826,670, 1,635,386, 1,592,733 and 1,580,000 shares in various entries.

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

The reported sales were executed at weighted average prices, including $80.8378, $81.672, $82.6108, $83.558, $84.5529 and $85.7025. The notes explain that each of these figures reflects multiple trades within price ranges, such as $80.16–$81.16 and $85.21–$85.73, and that full price-by-trade details are available upon request.

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

Yes. The explanation section states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan that was adopted on March 31, 2025. Such plans allow insiders to sell shares according to a pre-set schedule or formula.

Which entities or accounts sold Oklo (OKLO) shares in this filing?

The sales involve shares held indirectly through Caroline Cochran GRAT and Jacob DeWitte GRAT, as well as indirect holdings by the reporting person's spouse. The filing identifies these as beneficially owned by the insider through those relationships.

Does this Oklo (OKLO) Form 4 include any derivative securities like options or warrants?

The section for Table II - Derivative Securities is present but contains no specific derivative transactions or holdings filled out, indicating that this particular filing focuses on non-derivative Class A common stock.