Oklo (OKLO) CEO logs RSU vesting and tax-related share sales

Rhea-AI Filing Summary

Oklo Inc. Co-Founder and CEO Jacob DeWitte reported a series of equity compensation events and related tax sales. On March 12, 2026, restricted stock units representing 112,360 and 23,937 shares of Class A common stock were released to him, while his spouse received releases of 78,652 and 5,191 RSUs. These RSUs vest in substantially equal installments under previously granted awards.

On March 13, 2026, DeWitte sold 72,960 shares at $60.00 per share and his spouse sold 44,828 shares at the same price, with footnotes stating both sales were “sell to cover” transactions to satisfy tax withholding obligations and were not discretionary trades. Following these transactions, DeWitte holds 751,533 shares directly, and his spouse holds 718,039 shares indirectly for his benefit, in addition to significant indirect holdings through GRATs and family trusts.

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

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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).

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)
03/12/2026

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	03/12/2026		M		112,360	A	$59.59	800,556(1)	D
Class A Common Stock	03/12/2026		M		23,937	A	$59.59	824,493(1)	D
Class A Common Stock	03/13/2026		S(2)		72,960	D	$60	751,533(1)	D
Class A Common Stock								1,310,000(1)	I	By Jacob DeWitte GRAT
Class A Common Stock								1,000,000(1)	I	By Jacob DeWitte GRAT No. 2
Class A Common Stock								7,851,901(1)	I	By the Jacob DeWitte Family Trust
Class A Common Stock	03/12/2026		M		78,652	A	$59.59	757,676	I	By Caroline Cochran(3)
Class A Common Stock	03/12/2026		M		5,191	A	$59.59	762,867	I	By Caroline Cochran(3)
Class A Common Stock	03/13/2026		S(4)		44,828	D	$60	718,039	I	By Caroline Cochran(3)
Class A Common Stock								1,310,000	I	By Caroline Cochran GRAT(5)
Class A Common Stock								1,000,000	I	By Caroline DeWitte GRAT No. 2(5)
Class A Common Stock								7,583,085	I	By the Caroline DeWitte Family Trust(5)

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
Restricted Stock Units	(6)	03/12/2026		M			112,360	(7)	(7)	Class A Common Stock	112,360	$0	168,539	D
Restricted Stock Units	(8)	03/12/2026		M			23,937	(9)	(9)	Class A Common Stock	23,937	$0	47,874	D

Explanation of Responses:

1. 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.

2. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

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

4. Represents the number of shares sold by the Reporting Person's spouse to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person's spouse.

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

6. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 112,360 and 78,652 RSUs were released to Mr. DeWitte and Ms. Cochran, respectively.

7. The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024.

8. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 23,937 and 5,191 restricted stock units were released to Mr. DeWitte and Ms. Cochran, respectively.

9. On December 22, 2025, the Reporting Person was granted 71,811 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025.

Remarks:

	/s/ Richard Craig Bealmear, Attorney-in-Fact	03/16/2026
	** 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).
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FAQ

What did Oklo (OKLO) CEO Jacob DeWitte report in this Form 4?

The Form 4 shows Jacob DeWitte reporting RSU releases and related share sales. He received Class A common stock from vested restricted stock units, then reported tax-driven sales while maintaining substantial direct and indirect share ownership positions.

How many Oklo (OKLO) shares did the CEO and spouse sell, and at what price?

The CEO sold 72,960 Oklo Class A shares at $60.00 each, and his spouse sold 44,828 shares at the same price. Footnotes explain these were “sell to cover” transactions to fund tax withholding, not discretionary market sales.

Why were Oklo (OKLO) shares sold by Jacob DeWitte and his spouse?

The sales were executed solely to cover tax withholding on vested restricted stock units. Footnotes state both transactions were “sell to cover” events, undertaken to satisfy withholding obligations and not discretionary investment decisions by the CEO or his spouse.

What restricted stock units vested for Oklo (OKLO) CEO Jacob DeWitte?

On March 12, 2026, 112,360 and 23,937 RSUs released to Jacob DeWitte, each RSU delivering one Class A share. Additional grants, including 71,811 RSUs from December 22, 2025, vest in scheduled quarterly or annual installments under prior award terms.

What ongoing equity stake does Oklo (OKLO) CEO Jacob DeWitte report after these transactions?

After the reported transactions, DeWitte holds 751,533 Oklo Class A shares directly, with his spouse holding 718,039 shares indirectly for his benefit. Further large indirect positions are reported via GRATs and family trusts, indicating a substantial continuing ownership stake.

Do the Oklo (OKLO) Form 4 trades suggest a change in CEO sentiment?

The filing characterizes the reported sales as tax-related “sell to cover” events, not discretionary trading. Combined with large remaining direct and indirect holdings, the transactions appear tied to compensation and tax obligations rather than a shift in the CEO’s outlook.