Oklo COO Caroline Cochran sells 40,000 direct shares

All four reported sales were effected under a Rule 10b5-1 plan adopted on March 31, 2025; reported prices were weighted averages.

Rhea-AI Filing Summary

Oklo Inc. director and Co-Founder, COO Caroline Cochran reported sales of Class A common stock on October 1, 2026: 40,000 shares held directly at a weighted-average price of $36.64 and 20,000 shares held by Caroline Cochran GRAT at $37.07. Shares held by her spouse, Jacob DeWitte, were sold in two additional transactions: 40,000 at $36.19 and 20,000 through Jacob DeWitte GRAT at $36.34. Each reported price is a weighted average.

After the sales, reported positions were 358,039 shares held directly by Cochran, 509,479 by Caroline Cochran GRAT, 391,533 held by Jacob DeWitte, and 476,483 by Jacob DeWitte GRAT. All sales were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.

Insider Trade Summary 10b5-1

Net Seller: 120,000 shares

Net Sell 10 txns

Insider Cochran Caroline

Role Co-Founder, COO

Sold 120,000 shs ($4.38M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2, F3	40,000	$36.64	$1.47M
Sale	Class A Common Stock F1, F4, F3	20,000	$37.07	$741K
Sale	Class A Common Stock F1, F5, F6, F7	40,000	$36.19	$1.45M
Sale	Class A Common Stock F1, F8, F6, F9	20,000	$36.34	$727K
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 — 358,039 shares (Direct); Class A Common Stock — 509,479 shares (Indirect, By Caroline Cochran GRAT); Class A Common Stock — 391,533 shares (Indirect, By Jacob DeWitte); Class A Common Stock — 476,483 shares (Indirect, By Jacob DeWitte GRAT); 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 DeWitt GRAT No. 3); 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)

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 $36.39-$36.87 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 $36.87-$37.50 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 $36.05-$36.28 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 $36.28-$36.39 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.

Key Figures

Cochran direct sale: 40,000 shares at a weighted-average price of $36.64 per share Caroline Cochran GRAT sale: 20,000 shares at a weighted-average price of $37.07 per share Jacob DeWitte-held shares sold: 40,000 shares at a weighted-average price of $36.19 per share +5 more

8 metrics

Cochran direct sale 40,000 shares at a weighted-average price of $36.64 per share October 1, 2026

Caroline Cochran GRAT sale 20,000 shares at a weighted-average price of $37.07 per share October 1, 2026

Jacob DeWitte-held shares sold 40,000 shares at a weighted-average price of $36.19 per share October 1, 2026

Jacob DeWitte GRAT sale 20,000 shares at a weighted-average price of $36.34 per share October 1, 2026

Cochran direct shares following sale 358,039 shares Reported after the October 1, 2026 sale

Caroline Cochran GRAT shares following sale 509,479 shares Reported after the October 1, 2026 sale

Jacob DeWitte-held shares following sale 391,533 shares Reported after the October 1, 2026 sale

Jacob DeWitte GRAT shares following sale 476,483 shares Reported after the October 1, 2026 sale

Key Terms

Rule 10b5-1 plan, weighted average price, GRAT

3 terms

Rule 10b5-1 plan financial

"sales reported herein were effected pursuant to a Rule 10b5-1 plan"

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.

GRAT financial

"By Caroline Cochran GRAT"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What prices did Caroline Cochran and related holders receive for OKLO shares sold?

On October 1, 2026, the reported weighted-average prices were $36.64 for Cochran’s 40,000 direct shares ($36.39-$36.87), $37.07 for 20,000 Caroline Cochran GRAT shares ($36.87-$37.50), $36.19 for 40,000 shares held by Jacob DeWitte ($36.05-$36.28), and $36.34 for 20,000 Jacob DeWitte GRAT shares ($36.28-$36.39); each range is inclusive.

Were the OKLO share sales made under a Rule 10b5-1 plan?

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 04:02 PM Accepted by SEC EDGAR 10/05/2026 - 04:02 PM Learn about SEC filing dates

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^*

Cochran Caroline

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Founder, COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/01/2026		S(1)		40,000	D	$36.64(2)	358,039(3)	D
Class A Common Stock	10/01/2026		S(1)		20,000	D	$37.07(4)	509,479(3)	I	By Caroline Cochran GRAT
Class A Common Stock								7,583,085(3)	I	By the Caroline DeWitte Family Trust
Class A Common Stock								1,000,000(3)	I	By Caroline DeWitte GRAT No. 2
Class A Common Stock								474,011(3)	I	By Caroline DeWitt GRAT No. 3
Class A Common Stock	10/01/2026		S(1)		40,000	D	$36.19(5)	391,533(6)	I	By Jacob DeWitte(7)
Class A Common Stock	10/01/2026		S(1)		20,000	D	$36.34(8)	476,483(6)	I	By Jacob DeWitte GRAT(9)
Class A Common Stock								7,851,901(6)	I	By the Jacob DeWitte Family Trust(9)
Class A Common Stock								1,000,000(6)	I	By Jacob DeWitte GRAT No. 2(9)
Class A Common Stock								506,807(6)	I	By Jacob DeWitte 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)
				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 $36.39-$36.87 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 $36.87-$37.50 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 $36.05-$36.28 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 $36.28-$36.39 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-Fact	10/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)