What indirect Oklo share sales were reported through the Jacob DeWitte GRAT?

The filing reports several indirect sales by an entity titled “By Jacob DeWitte GRAT,” including 29,636 shares at $75.3725, 7,769 shares at $76.393, 2,152 shares at $77.6683, and 443 shares at $78.2003, all dated February 2, 2026.

Were Oklo CEO Jacob DeWitte’s share sales under a trading plan?

Yes. A footnote explains that the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 31, 2025. Such plans pre‑set trading parameters, allowing insiders to sell shares on a scheduled basis subject to regulatory rules.

What ongoing Oklo share holdings by trusts linked to Jacob DeWitte are reported?

The Form 4 discloses ongoing indirect holdings, including Class A shares held by the Jacob DeWitte Family Trust and by “Jacob DeWitte GRAT No. 2.” These entries are reported as beneficially owned after the transactions, with no new buys or sells shown for those specific positions.

Oklo (OKLO) CEO Jacob DeWitte logs multiple insider stock sales

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Oklo Inc. director, CEO, and 10% owner Jacob DeWitte reported multiple insider sales of Class A common stock on February 2, 2026. The Form 4 shows direct sales, including 16,181 shares at $73.8095 and 43,819 shares at $74.6863, plus additional sales through a grantor retained annuity trust in his name.

The filing also lists large indirect holdings in family trusts and GRATs associated with DeWitte and his spouse Caroline Cochran, some of which executed similar same‑day sales. All sales were made under a pre‑established Rule 10b5-1 trading plan adopted on March 31, 2025.

Insider Trade Summary

Net Seller: 200,000 shares ($14,992,025)

Net Sell 16 txns

Insider DeWitte Jacob

Role Co-Founder, CEO

Sold 200,000 shs ($14.99M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	16,181	$73.8095	$1.19M
Sale	Class A Common Stock	43,819	$74.6863	$3.27M
Sale	Class A Common Stock	29,636	$75.3725	$2.23M
Sale	Class A Common Stock	7,769	$76.393	$593K
Sale	Class A Common Stock	2,152	$77.6683	$167K
Sale	Class A Common Stock	443	$78.2003	$35K
Sale	Class A Common Stock	16,181	$73.8095	$1.19M
Sale	Class A Common Stock	43,819	$74.6863	$3.27M
Sale	Class A Common Stock	29,636	$75.3725	$2.23M
Sale	Class A Common Stock	7,768	$76.393	$593K
Sale	Class A Common Stock	2,153	$77.6683	$167K
Sale	Class A Common Stock	443	$78.2003	$35K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 792,016 shares (Direct); Class A Common Stock — 1,360,364 shares (Indirect, By Jacob DeWitte GRAT)

Footnotes (1)

The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.30 - $74.30, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.31 - $75.00, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 - $76.00 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.01 - $77.00, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.02 - $78.01, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 - $78.25, 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. Represents securities held by the Reporting Person's spouse. Represents securities beneficially owned by the Reporting Person's spouse.

Form 4 Insider Transactions: What Each Field Means →

02/04/2026 - 05:57 PM

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).

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

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)
02/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/02/2026		S⁽¹⁾		16,181	D	$73.8095⁽²⁾	792,016	D
Class A Common Stock	02/02/2026		S⁽¹⁾		43,819	D	$74.6863⁽³⁾	748,197	D
Class A Common Stock	02/02/2026		S⁽¹⁾		29,636	D	$75.3725⁽⁴⁾	1,360,364	I	By Jacob DeWitte GRAT
Class A Common Stock	02/02/2026		S⁽¹⁾		7,769	D	$76.393⁽⁵⁾	1,352,595	I	By Jacob DeWitte GRAT
Class A Common Stock	02/02/2026		S⁽¹⁾		2,152	D	$77.6683⁽⁶⁾	1,350,443	I	By Jacob DeWitte GRAT
Class A Common Stock	02/02/2026		S⁽¹⁾		443	D	$78.2003⁽⁷⁾	1,350,000	I	By Jacob DeWitte GRAT
Class A Common Stock								7,851,901	I	By the Jacob DeWitte Family Trust
Class A Common Stock								1,000,000	I	By Jacob DeWitte GRAT No. 2
Class A Common Stock	02/02/2026		S⁽¹⁾		16,181	D	$73.8095⁽²⁾	782,842	I	By Caroline Cochran⁽⁸⁾
Class A Common Stock	02/02/2026		S⁽¹⁾		43,819	D	$74.6863⁽³⁾	739,023	I	By Caroline Cochran⁽⁸⁾
Class A Common Stock	02/02/2026		S⁽¹⁾		29,636	D	$75.3725⁽⁴⁾	1,360,364	I	By Caroline Cochran GRAT⁽⁹⁾
Class A Common Stock	02/02/2026		S⁽¹⁾		7,768	D	$76.393⁽⁵⁾	1,352,596	I	By Caroline Cochran GRAT⁽⁹⁾
Class A Common Stock	02/02/2026		S⁽¹⁾		2,153	D	$77.6683⁽⁶⁾	1,350,443	I	By Caroline Cochran GRAT⁽⁹⁾
Class A Common Stock	02/02/2026		S⁽¹⁾		443	D	$78.2003⁽⁷⁾	1,350,000	I	By Caroline Cochran GRAT⁽⁹⁾
Class A Common Stock								7,583,085	I	By the Caroline DeWitte Family Trust⁽⁹⁾
Class A Common Stock								1,000,000	I	By Caroline DeWitte GRAT No. 2⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $73.30 - $74.30, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.31 - $75.00, 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 $75.00 - $76.00 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 $76.01 - $77.00, 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 $77.02 - $78.01, 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 $78.15 - $78.25, 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. Represents securities held by the Reporting Person's spouse.

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

	/s/ Richard Craig Bealmear, Attorney-in-Fact	02/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Oklo (OKLO) disclose for Jacob DeWitte?

Oklo disclosed that Jacob DeWitte, its Co‑Founder, CEO, director and 10% owner, reported multiple sales of Class A common stock on February 2, 2026. These included direct and indirect transactions through trusts and a grantor retained annuity trust associated with him.

How many Oklo shares did Jacob DeWitte sell directly in this Form 4?

The Form 4 shows Jacob DeWitte directly sold 16,181 Oklo Class A shares at $73.8095 and 43,819 shares at $74.6863 on February 2, 2026. After these transactions, his directly held positions reported in the filing were reduced accordingly.

How are Caroline Cochran’s holdings reflected in the Oklo Form 4?

The Form 4 lists indirect holdings “By Caroline Cochran,” as well as interests held by “Caroline Cochran GRAT,” the “Caroline DeWitte Family Trust,” and “Caroline DeWitte GRAT No. 2.” Footnotes state these represent securities held or beneficially owned by the reporting person’s spouse.