Oklo Inc. (OKLO) CEO shifts major Class A holdings to family trusts

Rhea-AI Filing Summary

Oklo Inc. insider Jacob DeWitte, a director, co‑founder, CEO and 10% owner, reported significant internal transfers of Class A common stock tied to estate and family planning structures on December 24, 2025. The filing notes that DeWitte transferred 7,851,901 shares to the Jacob DeWitte Family Trust for no consideration and remains the beneficial owner as trustee, with his family and certain charities as beneficiaries. An additional 1,000,000 shares previously held directly were contributed to a grantor retained annuity trust.

The report also describes related holdings attributable to his spouse. On the same date, DeWitte’s spouse transferred 7,583,085 shares to the Caroline DeWitte Family Trust for no consideration and remains the beneficial owner, and 1,000,000 shares were contributed to a separate grantor retained annuity trust. Overall, these changes reorganize ownership among trusts and family vehicles rather than reflecting open‑market buying or selling.

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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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 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, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2025

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	12/24/2025		G		7,851,901	D	$0	928,197(1)	D(2)
Class A Common Stock								7,851,901	I(2)	By the Jacob DeWitte Family Trust
Class A Common Stock								1,000,000(3)	I	By Jacob DeWitte GRAT No. 2
Class A Common Stock								1,580,000	I	By Jacob DeWitte GRAT
Class A Common Stock								1,580,000	I	By Caroline Cochran GRAT(4)
Class A Common Stock	12/24/2025		G		7,583,085	D	$0	919,023(5)	I(6)	By Caroline Cochran(7)
Class A Common Stock								7,583,085	I(6)	By the Caroline DeWitte Family Trust(4)
Class A Common Stock								1,000,000(8)	I	By Caroline DeWitte GRAT No. 2(4)

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. Excludes 1,000,000 shares previously owned directly which were contributed to a grantor retained annuity trust on December 24, 2025.

2. On December 24, 2025, the Reporting Person transferred 7,851,901 shares to the Jacob DeWitte Family Trust for no consideration. The Reporting Person is trustee of the trust. The Reporting Person, members of his family and certain charitable organizations are the beneficiaries of the trust. The Reporting Person remains the beneficial owner of the securities held by the trust.

3. These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on December 24, 2025.

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

5. Excludes 1,000,000 shares previously owned by the Reporting Person's spouse which were contributed to a grantor retained annuity trust on December 24, 2025.

6. On December 24, 2025, spouse of the Reporting Person transferred 7,583,085 shares to the Caroline DeWitte Family Trust for no consideration. Spouse of the Reporting Person is trustee of the trust. Spouse of the Reporting Person, members of her family and certain charitable organizations are the beneficiaries of the trust. Spouse of the Reporting Person remains the beneficial owner of the securities held by the trust.

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

8. These shares were previously reported as beneficially owned by the Reporting Person's spouse but were contributed to a grantor retained annuity trust on December 24, 2025.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	12/29/2025
	** 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 insider transactions did Oklo Inc. (OKLO) report in this Form 4?

The report shows that Jacob DeWitte, a director, co‑founder, CEO and 10% owner of Oklo Inc., reorganized his Class A common stock holdings on December 24, 2025 through transfers to family trusts and grantor retained annuity trusts for no consideration, while remaining the beneficial owner.

How many Oklo Inc. (OKLO) shares did Jacob DeWitte transfer to his family trust?

On December 24, 2025, Jacob DeWitte transferred 7,851,901 shares of Oklo Inc. Class A common stock to the Jacob DeWitte Family Trust for no consideration, and he remains the beneficial owner as trustee.

What role do grantor retained annuity trusts (GRATs) play in the Oklo (OKLO) insider’s holdings?

The filing states that 1,000,000 shares previously owned directly by Jacob DeWitte and 1,000,000 shares previously beneficially owned by his spouse were each contributed to separate grantor retained annuity trusts on December 24, 2025, changing the ownership vehicles but not eliminating beneficial ownership.

Did the Oklo Inc. (OKLO) insider transactions involve any purchase or sale price?

No cash consideration was involved in the transfers described. The filing notes that the 7,851,901 shares and 7,583,085 shares moved to family trusts were transferred for no consideration, indicating internal restructuring rather than market trades.

How are Oklo Inc. (OKLO) shares held by the spouse of the reporting person treated?

The filing explains that certain Oklo Inc. shares are beneficially owned by the reporting person’s spouse, including shares held directly, in the Caroline DeWitte Family Trust and in grantor retained annuity trusts, and that these holdings are reported as indirectly beneficial to the insider.

Does Jacob DeWitte remain a 10% owner of Oklo Inc. (OKLO) after these transactions?

Yes. The report identifies Jacob DeWitte as a Director, Co‑Founder, CEO and 10% Owner, and the explanation of responses clarifies that he and his spouse remain the beneficial owners of the shares held in the respective family trusts.