Oklo (OKLO) COO Caroline Cochran logs 10b5-1 insider stock sales

Rhea-AI Filing Summary

Oklo Inc. director and Co-Founder/COO Caroline Cochran reported multiple sales of Class A common stock on January 7 and 8, 2026, made under a pre-arranged Rule 10b5-1 trading plan adopted on March 31, 2025. The Form 4 shows a series of open-market sales at weighted average prices ranging from about $93.79 to about $100.06 per share, including transactions such as 34,579 shares sold at a weighted average price of $97.9189 and 35,499 shares at $98.7542 in direct holdings.

After the reported trades, Cochran directly held 827,019 Oklo Class A shares, with additional indirect holdings through a GRAT that held 1,410,173 shares, and large blocks held through family trusts and GRATs associated with her spouse, Jacob DeWitte, including 7,583,085 shares in the Caroline DeWitte Family Trust and 7,851,901 shares in the Jacob DeWitte Family Trust.

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 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)
01/07/2026

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)	915,902	D
Class A Common Stock	01/07/2026		S(1)		1,214	D	$94.5215(3)	914,688	D
Class A Common Stock	01/07/2026		S(1)		4,386	D	$95.7592(4)	910,302	D
Class A Common Stock	01/07/2026		S(1)		5,609	D	$96.9898(5)	904,693	D
Class A Common Stock	01/07/2026		S(1)		34,579	D	$97.9189(6)	870,114	D
Class A Common Stock	01/07/2026		S(1)		35,499	D	$98.7542(7)	834,615	D
Class A Common Stock	01/07/2026		S(1)		7,596	D	$99.4858(8)	827,019	D
Class A Common Stock	01/08/2026		S(1)		1,255	D	$100	825,764	D
Class A Common Stock	01/07/2026		S(1)		69,827	D	$100.0561(9)	1,410,173	I	By Caroline Cochran GRAT
Class A Common Stock	01/08/2026		S(1)		1,100	D	$100.0177(10)	1,409,073	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	01/07/2026		S(1)		3,121	D	$93.7874(2)	925,076	I	By Jacob DeWitte(11)
Class A Common Stock	01/07/2026		S(1)		1,214	D	$94.5215(3)	923,862	I	By Jacob DeWitte(11)
Class A Common Stock	01/07/2026		S(1)		4,387	D	$95.7592(4)	919,475	I	By Jacob DeWitte(11)
Class A Common Stock	01/07/2026		S(1)		5,608	D	$96.9898(5)	913,867	I	By Jacob DeWitte(11)
Class A Common Stock	01/07/2026		S(1)		34,580	D	$97.9189(6)	879,287	I	By Jacob DeWitte(11)
Class A Common Stock	01/07/2026		S(1)		35,498	D	$98.7542(7)	843,789	I	By Jacob DeWitte(11)
Class A Common Stock	01/07/2026		S(1)		7,597	D	$99.4858(8)	836,192	I	By Jacob DeWitte(11)
Class A Common Stock	01/08/2026		S(1)		1,255	D	$100	834,937	I	By Jacob DeWitte(11)
Class A Common Stock	01/07/2026		S(1)		69,826	D	$100.0561(9)	1,410,174	I	By Jacob DeWitte GRAT(12)
Class A Common Stock	01/08/2026		S(1)		1,100	D	$100.0177(10)	1,409,074	I	By Jacob DeWitte GRAT(12)
Class A Common Stock								7,851,901	I	By the Jacob DeWitte Family Trust(12)
Class A Common Stock								1,000,000	I	By Jacob 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 did Oklo (OKLO) disclose in this Form 4 filing?

The filing reports that Caroline Cochran, a director, Co-Founder and COO and 10% owner of Oklo Inc., was involved in multiple sales of Oklo Class A common stock on January 7 and 8, 2026, across both her direct holdings and entities associated with her and her spouse.

Were Caroline Cochran's Oklo (OKLO) share sales made under a Rule 10b5-1 plan?

Yes. The footnotes state that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted on March 31, 2025, which is a pre-arranged plan for trading company stock.

At what prices were the Oklo (OKLO) insider sales executed?

The reported transactions used weighted average prices. For example, some sales occurred at $93.7874, $97.9189, $98.7542, $99.4858, around $100.0000, and $100.0561 per share, each representing averages over multiple trades within specified price ranges.

How many Oklo (OKLO) shares does Caroline Cochran hold directly after these transactions?

Following the reported January 2026 sales, Caroline Cochran directly held 827,019 shares of Oklo Class A common stock, as shown in the column for shares beneficially owned after the transactions.

What indirect Oklo (OKLO) holdings are associated with Caroline Cochran and her spouse?

Indirect positions disclosed include 1,410,173 shares held by a Caroline Cochran GRAT, 7,583,085 shares held by the Caroline DeWitte Family Trust, and 1,000,000 shares by Caroline DeWitte GRAT No. 2. Additional indirect holdings tied to spouse Jacob DeWitte and related trusts include 7,851,901 shares in the Jacob DeWitte Family Trust and 1,000,000 shares in Jacob DeWitte GRAT No. 2.

Do the Oklo (OKLO) Form 4 footnotes explain how the insider sale prices were calculated?

Yes. Multiple footnotes explain that the reported prices in Column 4 are weighted average prices for shares sold in numerous transactions within specific price ranges, and that detailed trade-level information is available to the issuer, security holders, or SEC staff upon request.