Oklo (OKLO) co-founder’s 10b5-1 plan sale of 200,000 shares

Rhea-AI Filing Summary

Oklo Inc. director and Co-Founder, COO Caroline Cochran reported open-market sales of 200,000 shares of Class A Common Stock. The transactions on March 2, 2026 were executed at weighted average prices ranging from about $60 to $64 per share under a Rule 10b5-1 trading plan adopted on March 31, 2025.

Part of the stock was sold from shares held directly in her name, while additional shares were sold from accounts held by GRATs associated with her and with co-founder Jacob DeWitte, as well as from securities held or beneficially owned by her spouse.

Insights

Equity ownership & governance analyst

Oklo’s co-founder disclosed pre-planned sales of 200,000 shares under a Rule 10b5-1 plan.

Caroline Cochran, a director, Co-Founder and COO of Oklo Inc., reported selling 200,000 shares of Class A Common Stock on March 2, 2026. All transactions were coded as open-market sales, with weighted average prices in the roughly $60–$64 per-share range.

The filing notes that these sales were made pursuant to a Rule 10b5-1 trading plan adopted on March 31, 2025, indicating they were scheduled in advance. Shares came from a mix of directly held stock, GRAT vehicles associated with Cochran and Jacob DeWitte, and securities held or beneficially owned by her spouse, spreading the transactions across multiple related accounts.

Because this is a planned diversification by a major insider rather than a change in company operations or capital structure, it primarily affects perceptions of insider ownership, while the fundamental business outlook would be assessed from future company filings and disclosures.

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)
03/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/02/2026		S(1)		5,950	D	$60.4413(2)	733,073(3)	D
Class A Common Stock	03/02/2026		S(1)		16,670	D	$61.495(4)	716,403(3)	D
Class A Common Stock	03/02/2026		S(1)		9,330	D	$62.5036(5)	707,073(3)	D
Class A Common Stock	03/02/2026		S(1)		24,210	D	$63.696(6)	682,863(3)	D
Class A Common Stock	03/02/2026		S(1)		3,839	D	$64.0572(7)	679,024(3)	D
Class A Common Stock	03/02/2026		S(1)		40,000	D	$64.3271(8)	1,310,000(3)	I	By Caroline Cochran GRAT
Class A Common Stock								1,000,000	I	By Caroline DeWitte GRAT No. 2
Class A Common Stock								7,583,085	I	By the Caroline DeWitte Family Trust
Class A Common Stock	03/02/2026		S(1)		5,951	D	$60.4413(2)	742,246(3)	I	By Jacob DeWitte(9)
Class A Common Stock	03/02/2026		S(1)		16,670	D	$61.495(4)	725,576(3)	I	By Jacob DeWitte(9)
Class A Common Stock	03/02/2026		S(1)		9,329	D	$62.5036(5)	716,247(3)	I	By Jacob DeWitte(9)
Class A Common Stock	03/02/2026		S(1)		24,211	D	$63.696(6)	692,036(3)	I	By Jacob DeWitte(9)
Class A Common Stock	03/02/2026		S(1)		3,840	D	$64.0572(7)	688,196(3)	I	By Jacob DeWitte(9)
Class A Common Stock	03/02/2026		S(1)		40,000	D	$64.3271(8)	1,310,000(3)	I	By Jacob DeWitte GRAT(10)
Class A Common Stock								1,000,000	I	By Jacob DeWitte GRAT No. 2(10)
Class A Common Stock								7,851,901	I	By the Jacob DeWitte Family Trust(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)
				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 $60.00- $61.00 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.

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 $61.01 - $62.00 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 $62.01- $63.01 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.02- $64.02 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 $64.02- $64.71 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.01- $64.87 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.

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

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

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	03/04/2026
	** 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.
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FAQ

How many Oklo (OKLO) shares did Caroline Cochran sell in this Form 4?

Caroline Cochran reported selling a total of 200,000 Oklo Class A Common Stock shares. The transactions were executed in multiple open-market trades at weighted average prices between roughly $60 and $64 per share, spread across direct holdings, GRATs, and accounts linked to her spouse.

When did the reported Oklo (OKLO) insider sales by Caroline Cochran occur?

All reported insider sales occurred on March 2, 2026. On that date, Caroline Cochran’s Form 4 shows a series of open-market transactions in Oklo Class A Common Stock, executed at various weighted average prices under a pre-established Rule 10b5-1 trading plan.

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

Yes, the filing states the sales were made under a Rule 10b5-1 plan adopted on March 31, 2025. Such plans allow insiders to pre-schedule trades, helping separate routine portfolio diversification from trading based on non-public information.

What prices did Caroline Cochran receive for her Oklo (OKLO) share sales?

The reported sales used weighted average prices, with transactions ranging from about $60 to $64 per share. Each price represents a blend of multiple trades, and the filing notes that more detailed per-trade pricing is available on request from the company or regulators.

Were all Oklo (OKLO) shares in this Form 4 sold from Caroline Cochran’s direct holdings?

No, the sales involved both directly held shares and indirectly held shares. Some stock was sold from GRATs associated with Caroline Cochran and co-founder Jacob DeWitte, as well as from securities held or beneficially owned by her spouse, as described in the filing’s ownership notes.

Does the Oklo (OKLO) Form 4 show any insider purchases by Caroline Cochran?

No, the Form 4 only reports open-market sales totaling 200,000 shares of Class A Common Stock. The transaction summary shows sell transactions and no reported purchases, acquisitions, or other buy-side activity for Caroline Cochran in this particular filing.