STOCK TITAN

Oklo (OKLO) co-founder COO linked to 200,000-share planned stock sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Oklo Inc. director and Co-Founder/COO Caroline Cochran reported net open-market sales of 200,000 shares of Class A Common Stock on May 1, 2026. The filing groups six sale transactions, some through a Jacob DeWitte GRAT and others through her spouse, at prices around the low-$70s per share.

Following these trades, a direct holding reported for her spouse stands at 598,039 shares, with additional indirect holdings shown in various family trusts and GRATs. All reported sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 31, 2025, indicating the transactions were scheduled in advance.

Positive

  • None.

Negative

  • None.

Insights

Form 4 shows pre-planned net sales of 200,000 Oklo shares, with sizable indirect family holdings remaining.

The Form 4 for Oklo Inc. reports that Co-Founder and COO Caroline Cochran had 200,000 shares of Class A Common Stock sold across six open-market transactions on May 1, 2026. The transactions occur through grantor retained annuity trusts (GRATs) and through her spouse, reflecting indirect ownership structures.

A direct position reported for her spouse is 598,039 shares after these trades, alongside multiple large indirect holdings in family trusts and additional GRATs. A footnote states the sales were made pursuant to a Rule 10b5-1 plan adopted on March 31, 2025, suggesting the timing was pre-planned rather than discretionary. With no derivative exercises or new grants, this filing primarily updates the market on scheduled liquidity sales and the remaining equity exposure reported for the family.

Insider Cochran Caroline
Role Co-Founder, COO
Sold 200,000 shs ($14.05M)
Type Security Shares Price Value
Sale Class A Common Stock 60,000 $70.19 $4.21M
Sale Class A Common Stock 40,000 $70.95 $2.84M
Sale Class A Common Stock 16,907 $69.06 $1.17M
Sale Class A Common Stock 43,093 $69.83 $3.01M
Sale Class A Common Stock 22,063 $70.43 $1.55M
Sale Class A Common Stock 17,937 $70.61 $1.27M
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
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 — 598,039 shares (Direct, null); Class A Common Stock — 649,479 shares (Indirect, By Caroline Cochran GRAT)
Footnotes (1)
  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 $70.05- 70.34 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. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.68- $71.38 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 $68.50- $69.50 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. 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. Represents securities held by the Reporting Person's spouse. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.51- $70.05 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.34- $70.51 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. Represents securities beneficially owned by the Reporting Person's spouse. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.52- $70.68 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.
Shares sold 200,000 shares Total Oklo Class A shares sold across six transactions on May 1, 2026
Sale price (transaction example) $70.95 per share Weighted average price for 40,000-share sale by Caroline Cochran GRAT
Sale price (transaction example) $70.61 per share Weighted average price for 17,937-share sale by Jacob DeWitte GRAT
Sale price (transaction example) $70.19 per share Weighted average price for 60,000-share direct sale reported for spouse
Direct holding after sale 598,039 shares Direct Class A Common Stock position reported for spouse after May 1, 2026 sales
Indirect holding (family trust example) 7,851,901 shares Class A Common Stock held by the Jacob DeWitte Family Trust as reported
Indirect holding (family trust example) 7,583,085 shares Class A Common Stock held by the Caroline DeWitte Family Trust as reported
10b5-1 plan adoption date March 31, 2025 Date the Rule 10b5-1 trading plan governing these sales was adopted
Rule 10b5-1 plan regulatory
"The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025."
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. These shares were sold in multiple transactions..."
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.
Grantor Retained Annuity Trust financial
"nature_of_ownership: By Jacob DeWitte GRAT No.3 / By Caroline DeWitte GRAT No. 2"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
beneficially owned regulatory
"Represents securities beneficially owned by the Reporting Person's spouse."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
open-market sale financial
"transaction_action: open-market sale; transaction_code_description: Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Co-Founder, COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/01/2026S(1)60,000D$70.19(2)598,039(3)D
Class A Common Stock05/01/2026S(1)40,000D$70.95(4)649,479(3)IBy Caroline Cochran GRAT
Class A Common Stock7,583,085(3)IBy the Caroline DeWitte Family Trust
Class A Common Stock1,000,000(3)IBy Caroline DeWitte GRAT No. 2
Class A Common Stock474,011(3)IBy Caroline DeWitt GRAT No. 3
Class A Common Stock05/01/2026S(1)16,907D$69.06(5)674,626(6)IBy Jacob DeWitte(7)
Class A Common Stock05/01/2026S(1)43,093D$69.83(8)631,533(6)IBy Jacob DeWitte(7)
Class A Common Stock05/01/2026S(1)22,063D$70.43(9)634,420(6)IBy Jacob DeWitte GRAT(10)
Class A Common Stock05/01/2026S(1)17,937D$70.61(11)616,483(6)IBy Jacob DeWitte GRAT(10)
Class A Common Stock7,851,901(6)IBy the Jacob DeWitte Family Trust(10)
Class A Common Stock1,000,000(6)IBy Jacob DeWitte GRAT No. 2(10)
Class A Common Stock506,807(6)IBy Jacob DeWitte GRAT No.3(10)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $70.05- 70.34 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 $70.68- $71.38 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 $68.50- $69.50 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.
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 $69.51- $70.05 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.34- $70.51 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.
10. Represents securities beneficially owned by the Reporting Person's spouse.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.52- $70.68 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.
Remarks:
/s/ Richard Craig Bealmear, Attorney-in-Fact05/04/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider activity did Oklo (OKLO) report for Caroline Cochran on this Form 4?

The Form 4 shows that entities associated with Co-Founder and COO Caroline Cochran sold 200,000 Oklo Class A Common shares on May 1, 2026. These were grouped into six open-market sale transactions at prices around the low-$70s per share, updating reported ownership levels.

At what prices were the Oklo (OKLO) shares sold in Caroline Cochran’s Form 4?

The reported open-market sales occurred at weighted average prices including $70.95, $70.61, $70.43, $70.19, $69.83, and $69.06 per share. Footnotes explain each figure is a weighted average over multiple trades within a disclosed intraday price range.

How many Oklo (OKLO) shares were sold in total in this Form 4 filing?

The transaction summary states that 200,000 shares of Oklo Class A Common Stock were sold across six reported transactions. All are coded as open-market or private sales, resulting in a net-sell direction for the filing with no corresponding purchases or option exercises reported.

What Oklo (OKLO) shareholdings remain after the reported sales associated with Caroline Cochran?

After the sales, the filing lists 598,039 shares held in a direct position reported for her spouse. It also shows several large indirect positions in family trusts and GRATs, indicating that substantial equity exposure to Oklo remains through these related entities after the transactions.

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

Yes. A footnote states the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 31, 2025. Such plans pre-schedule trades, which typically makes the timing less indicative of short-term views on Oklo’s share price.

Do the Oklo (OKLO) Form 4 transactions involve derivative securities or only common stock?

The reported transactions all involve Oklo Class A Common Stock as non-derivative securities. The derivative summary in the filing is empty, and there are no option exercises, conversions, or other derivative transactions disclosed for this date alongside the common stock sales.