Oklo (OKLO) co-founder COO sells 100,000 shares in planned trade

Rhea-AI Filing Summary

Oklo Inc. disclosed that a director, 10% owner and Co-Founder, COO reported selling 100,000 shares of Class A common stock on 01/05/2026. The shares were sold at a weighted average price of $90.291 per share, with individual trades occurring between $90.00 and $90.75. These sales were effected under a Rule 10b5-1 trading plan adopted on March 31, 2025, which allows pre-arranged trading of shares. Following the transaction, the reporting person continues to hold substantial direct and indirect positions, including 919,023 shares held directly and additional Class A common stock held through various family trusts and GRATs for the reporting person and spouse.

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).

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)
01/05/2026

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								919,023	D
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	01/05/2026		S(1)		100,000	D	$90.291(2)	1,480,000	I	By Caroline Cochran GRAT
Class A Common Stock								928,197	I	By Jacob DeWitte(3)
Class A Common Stock								7,851,901	I	By the Jacob DeWitte Family Trust(4)
Class A Common Stock								1,000,000	I	By Jacob DeWitte GRAT No. 2(4)
Class A Common Stock	01/05/2026		S(1)		100,000	D	$90.291(2)	1,480,000	I	By Jacob DeWitte GRAT(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. 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 $90.00 to $90.75, 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. Represents securities held by the Reporting Person's spouse.

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

	/s/ Richard Craig Bealmear, Attorney-in-Fact	01/06/2026
	** 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 transaction did Oklo (OKLO) report in this Form 4?

A director, 10% owner and Co-Founder, COO of Oklo Inc. reported selling 100,000 shares of Class A common stock on 01/05/2026 in an open-market transaction.

At what price were the Oklo (OKLO) shares sold by the insider?

The insider sale of Oklo Class A common stock was executed at a weighted average price of $90.291 per share, with individual trades ranging from $90.00 to $90.75.

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

Yes. The filing states that the sales were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025, which allows pre-arranged trading of shares subject to specific conditions.

How many Oklo (OKLO) shares does the reporting person own after the transaction?

After the reported sale, the insider holds 919,023 shares of Class A common stock directly and additional shares indirectly through various family trusts and GRATs for the reporting person and spouse.

What is the reporting person’s role and relationship to Oklo (OKLO)?

The reporting person is listed as an Oklo Inc. director, 10% owner, and Officer with the title Co-Founder, COO.

Does this Oklo (OKLO) Form 4 report any derivative securities?

No derivative securities are reported in Table II; the filing only lists transactions and holdings in Class A common stock.

How are the spouse’s Oklo (OKLO) holdings treated in this Form 4?

The filing notes that certain securities are held by the reporting person’s spouse or in the spouse’s trusts and GRATs, and are reported as beneficially owned by the reporting person.