Oklo (NYSE: OKLO) CEO DeWitte reports Rule 10b5-1 stock sales filing

Rhea-AI Filing Summary

Oklo Inc. CEO, Co‑Founder and director Jacob DeWitte, a 10% owner, reported multiple open‑market sales of Class A common stock on January 9, 2026 under a pre‑arranged Rule 10b5‑1 trading plan adopted on March 31, 2025.

The transactions included 26,740 shares sold directly at a weighted average price of $111.38, plus 12,977 shares and 6,097 shares sold at weighted average prices of $112.32 and $112.83, respectively, through a Jacob DeWitte GRAT. Additional same‑day sales of 26,741, 12,977 and 6,096 shares at the same respective weighted average prices were reported as indirect holdings through DeWitte’s spouse and related GRATs.

Following these trades, DeWitte reports beneficial ownership of 808,197 shares held directly, along with large indirect positions through a GRAT, family trusts and additional GRAT structures for himself and his 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^*

DeWitte Jacob

(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, CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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	01/09/2026		S(1)		26,740	D	$111.38(2)	808,197	D
Class A Common Stock	01/09/2026		S(1)		12,977	D	$112.32(3)	1,396,097	I	By Jacob DeWitte GRAT
Class A Common Stock	01/09/2026		S(1)		6,097	D	$112.83(4)	1,390,000	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	01/09/2026		S(1)		26,741	D	$111.38(2)	799,023	I	By Caroline Cochran(5)
Class A Common Stock	01/09/2026		S(1)		12,977	D	$112.32(3)	1,396,096	I	By Caroline Cochran GRAT(6)
Class A Common Stock	01/09/2026		S(1)		6,096	D	$112.83(4)	1,390,000	I	By Caroline Cochran GRAT(6)
Class A Common Stock								7,583,085	I	By the Caroline DeWitte Family Trust(6)
Class A Common Stock								1,000,000	I	By Caroline DeWitte GRAT No. 2(6)

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 $111.00 - $111.62, 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 $111.62 - $112.55, 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 $112.70 - $113.58, 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. Represents securities held by the Reporting Person's spouse.

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

	/s/ Richard Craig Bealmear, Attorney-in-Fact	01/13/2026
	** 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

What does Oklo (OKLO) CEO Jacob DeWitte’s latest Form 4 report?

The Form 4 reports that Jacob DeWitte, Oklo Inc.’s CEO, Co‑Founder, director and 10% owner, executed several sales of Class A common stock on January 9, 2026, including both directly held shares and shares held through trusts and entities associated with his spouse.

How many Oklo (OKLO) shares did Jacob DeWitte sell and at what prices?

Reported sales include 26,740 shares sold directly at a weighted average price of $111.38, plus 12,977 shares and 6,097 shares sold through a Jacob DeWitte GRAT at weighted average prices of $112.32 and $112.83, respectively. Similar‑sized blocks at the same weighted average prices were sold from indirect holdings associated with his spouse.

Were Jacob DeWitte’s Oklo share sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that the sales reported were effected pursuant to a Rule 10b5‑1 plan adopted on March 31, 2025, indicating the trades were made under a pre‑established trading arrangement.

What does the Form 4 say about Jacob DeWitte’s remaining direct Oklo holdings?

After the reported transactions, DeWitte reports 808,197 shares of Oklo Class A common stock held directly.

What indirect Oklo (OKLO) holdings does Jacob DeWitte report through trusts and GRATs?

The filing lists large indirect beneficial holdings, including 1,396,097 shares through a Jacob DeWitte GRAT, 7,851,901 shares through the Jacob DeWitte Family Trust, and 1,000,000 shares via Jacob DeWitte GRAT No. 2, along with additional indirect holdings attributed to his spouse and her related GRAT and family trust entities.

How are spouse-related Oklo share holdings described in the Form 4 for Jacob DeWitte?

Footnotes explain that certain shares are held by DeWitte’s spouse or are beneficially owned by his spouse, including positions reported as held by Caroline Cochran, Caroline Cochran GRAT, the Caroline DeWitte Family Trust and Caroline DeWitte GRAT No. 2, which are reported as DeWitte’s indirect beneficial ownership.