OKLO insider filing: 25,000 Class A shares gifted by spouse

Rhea-AI Filing Summary

Caroline Cochran, co-founder, COO, director and reported 10% owner of Oklo Inc. (OKLO), reported a Form 4 disclosing a gift transaction dated 09/22/2025. The filing shows a Code G transaction for 25,000 shares of Class A common stock transferred as a gift to a donor-advised fund by the reporting person’s spouse. Post-transaction beneficial ownership figures are reported in the filing and identify securities held indirectly by Jacob DeWitte and interests held in GRATs; the filing is signed by an attorney-in-fact on 09/24/2025.

Insights

Corporate Governance Expert

TL;DR: Routine insider gift disclosed; no indication of change in control or executive position.

The Form 4 documents a customary disclosure of an insider-related gift transaction rather than a sale or purchase by the reporting executive. The filing identifies Caroline Cochran as a director, officer and 10% owner and notes indirect holdings by a spouse and GRAT structures, which clarifies beneficial ownership relationships for compliance purposes. The use of a donor-advised fund and a spouse-originated gift is consistent with personal estate or philanthropic planning rather than company-specific corporate action. Impact on shareholders appears neutral based solely on the disclosed transaction.

Securities Analyst

TL;DR: Small, non-sale disposition by gift; no material issuance or dilution disclosed.

The report records a 25,000-share gift (Code G) reported on 09/22/2025 and executed by the reporting person’s spouse, with no cash proceeds and no indication of company-initiated transfers. The filing lists aggregate beneficial ownership figures including indirect holdings attributed to Jacob DeWitte and two 2,000,000-share GRAT positions, which is useful for accurately tracking insider stakes. Given the nature and size of the transaction as presented, there is no immediate material effect on Oklo’s capitalization disclosed in this Form 4.

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

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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).

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)
09/22/2025

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	09/22/2025		G		25,000(1)	D	$121.8445	10,080,098	I	By Jacob DeWitte(2)
Class A Common Stock								9,802,108	D
Class A Common Stock								2,000,000	I	By Caroline Cochran GRAT
Class A Common Stock								2,000,000	I	By Jacob DeWitte GRAT

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. This filing relates to a gift of 25,000 shares of Class A Common Stock to a donor advised fund by the Reporting Person's spouse.

2. Represents securities held by the Report Person's spouse.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	09/24/2025
	** 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).
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 did Caroline Cochran report on the Form 4 for OKLO?

The Form 4 reports a Code G gift transaction of 25,000 shares of Class A common stock dated 09/22/2025, made to a donor-advised fund by the reporting person’s spouse.

Does the Form 4 show any sales or purchases by Caroline Cochran?

No. The filing shows a gift (Code G) of shares; it does not report a sale or purchase by the reporting person.

What ownership positions are disclosed in the filing?

The filing identifies post-transaction beneficial ownership including indirect holdings by Jacob DeWitte and two 2,000,000-share GRAT interests; Caroline Cochran is identified as a director, officer and 10% owner.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 09/24/2025.

Is there any price reported for the transaction?

A price of $121.8445 appears in the table adjacent to a 25,000-share entry, but the transaction is coded as a gift (Code G) and the filing explains the 25,000 shares were donated to a donor-advised fund by the spouse.