[Form 4] Oklo Inc. Insider Trading Activity

Rhea-AI Filing Summary

DeWitte Jacob, Co-Founder, CEO and Director of Oklo Inc. (OKLO), reported a gift transaction on 09/22/2025 disposing of 25,000 shares of Class A Common Stock via a donor advised fund at a reported price of $121.8445 per share. After the transaction, the filing shows 10,080,098 shares owned directly by the reporting person and several indirect holdings: 9,802,108 shares held by spouse Caroline Cochran, 2,000,000 held indirectly by a Jacob DeWitte GRAT and 2,000,000 by a Caroline Cochran GRAT. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person on 09/24/2025. The filing identifies the transfer as a G (gift) transaction.

Positive

• Timely, transparent disclosure of insider transfer under Section 16
• Detailed ownership breakdown showing direct and multiple indirect holdings
• Transaction clearly coded as a gift (Code G) and includes price and date

Negative

• Reduction in direct share count of 25,000 shares following the gift

Insights

Securities Analyst

TL;DR: Insider reported a small gift of shares; direct holdings remain large relative to the disposition.

The Form 4 discloses a gift of 25,000 Class A shares at $121.8445 per share on 09/22/2025. The reporting person retains 10,080,098 shares directly after the transaction, indicating the disposal represents a small fraction of direct holdings (about 0.25% of direct shares). The filing is routine compliance under Section 16 and provides clear breakdowns of direct and indirect holdings, including spouse and GRAT accounts.

Corporate Governance Expert

TL;DR: Transaction is a standard gift with full Section 16 disclosure; no governance red flags in the filing text.

The transaction is coded as a gift (code G) to a donor advised fund and is reported within standard Section 16 parameters. The form lists multiple indirect holdings by spouse and GRATs, which clarifies potential aggregation of insider influence. The document is signed by an attorney-in-fact, which is common for administrative filings. No departures from routine reporting are evident in the provided content.

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).

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)
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	D
Class A Common Stock								9,802,108	I	By Caroline Cochran(2)
Class A Common Stock								2,000,000	I	By Jacob DeWitte GRAT
Class A Common Stock								2,000,000	I	By Caroline Cochran 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.

2. Represents securities held by the Reporting 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 OKLO insider Jacob DeWitte report on Form 4?

The filing reports a gift of 25,000 Class A shares on 09/22/2025 at a reported price of $121.8445 per share.

How many Class A shares does Jacob DeWitte directly own after the reported transaction?

The Form 4 shows 10,080,098 shares owned directly by Jacob DeWitte following the reported transaction.

Are there indirect holdings disclosed for OKLO insider Jacob DeWitte?

Yes. The filing discloses 9,802,108 shares held by spouse Caroline Cochran, 2,000,000 held via a Jacob DeWitte GRAT, and 2,000,000 held via a Caroline Cochran GRAT.

What is the transaction code and what does it mean in this Form 4?

The transaction is coded G, which in this filing indicates a gift of shares to a donor advised fund as explained in the form's footnote.

When was the Form 4 signed and filed?

The filing bears a signature by an attorney-in-fact dated 09/24/2025 and reports the transaction dated 09/22/2025.