Major Oklo (OKLO) shareholders cut stake via 400,000 planned sales, retain 11.1%

Rhea-AI Filing Summary

Oklo Inc.'s major shareholders Jacob DeWitte and Caroline Cochran filed Amendment No. 6 to their Schedule 13D, reporting beneficial ownership of 20,559,091 Class A shares, or 11.1% of the class, based on 184,836,005 shares outstanding as of July 1, 2026.

The filing details holdings across personal accounts, grantor retained annuity trusts and family trusts, plus restricted stock units expected to vest within 60 days. It also reports open-market sales of 200,000 shares on June 1, 2026 and another 200,000 shares on July 1, 2026 under a pre-arranged Rule 10b5-1 trading plan.

Insights

Equity ownership & governance analyst

Large Oklo holders trim stake via planned 10b5-1 sales while retaining an 11.1% position.

The amendment shows Jacob DeWitte and Caroline Cochran now collectively report 20,559,091 Oklo Class A shares, or 11.1% of the class, using an outstanding share figure supplied by the company. Their stake is spread across personal holdings, GRATs, family trusts and near-term RSU vesting.

The filing also discloses two blocks of open‑market dispositions: 200,000 shares on June 1, 2026 at prices between $64.57 and $70.56, and 200,000 shares on July 1, 2026 at prices between $51.52 and $54.30. Both sequences occurred under a Rule 10b5‑1 trading plan adopted on March 31, 2025, indicating pre‑scheduled selling rather than ad‑hoc trades.

The update clarifies current ownership and recent liquidity activity by key shareholders. Future amendments or company filings may further adjust reported percentages as additional trades occur or the total shares outstanding change.

Key Figures

Beneficial ownership: 20,559,091 shares Ownership percentage: 11.1% Shares outstanding: 184,836,005 shares +5 more

8 metrics

Beneficial ownership 20,559,091 shares Aggregate Oklo Class A shares beneficially owned by reporting persons

Ownership percentage 11.1% Percent of Oklo Class A common stock outstanding as of July 1, 2026

Shares outstanding 184,836,005 shares Oklo Class A shares outstanding as of July 1, 2026, provided by issuer

June 1, 2026 sale volume 200,000 shares Aggregate shares disposed of in open-market transactions on June 1, 2026

June 1, 2026 price range $64.57–$70.56 per share Prices for June 1, 2026 open-market dispositions under 10b5-1 plan

July 1, 2026 sale volume 200,000 shares Aggregate shares disposed of in open-market transactions on July 1, 2026

July 1, 2026 price range $51.52–$54.30 per share Prices for July 1, 2026 open-market dispositions under 10b5-1 plan

Near-term RSU vesting 47,753 shares 28,090 RSU shares for DeWitte and 19,663 for Cochran vesting within 60 days

Key Terms

Schedule 13D, beneficially own, Rule 10b5-1 Trading Plan, grantor retained annuity trust, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 6 ("Amendment") amends and supplements the statement on originally filed with the Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"The Reporting Persons may be deemed to beneficially own an aggregate of 20,559,091 shares of Class A Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Rule 10b5-1 Trading Plan regulatory

"in a series of open-market transactions pursuant to their 10b5-1 Trading Plan entered into on March 31, 2025"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

grantor retained annuity trust financial

"shares of Class A Common Stock held by Mr. DeWitte's GRAT; (iii) 1,000,000 shares of Class A Common Stock held by Mr. DeWitte's GRAT No. 2"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

restricted stock units financial

"shares of Class A Common Stock vesting within 60 days of the date hereof pursuant to the terms of the restricted stock units held by Mr. DeWitte"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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Available on EDGAR 07/06/2026 - 08:10 PM Accepted by SEC EDGAR 07/06/2026 - 08:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Oklo Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

02156V109

(CUSIP Number)

Jacob DeWitte, c/o Oklo Inc.
3190 Coronado Drive ,
Santa Clara, CA, 95054
844-200-3276

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 02156V109

1

Name of reporting person

Jacob DeWitte

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,559,091.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,559,091.00

11

Aggregate amount beneficially owned by each reporting person

20,559,091.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 02156V109

1

Name of reporting person

Caroline Cochran

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 20,559,091.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 20,559,091.00

11

Aggregate amount beneficially owned by each reporting person

20,559,091.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Oklo Inc.
(c)	Address of Issuer's Principal Executive Offices: 3190 Coronado Drive, Santa Clara, CALIFORNIA , 95054.
Item 1 Comment: This Amendment No. 6 ("Amendment") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on May 16, 2024 (as amended to date, the "Schedule 13D"), which relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Oklo Inc., a Delaware corporation (the "Issuer").
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages is incorporated by reference to this Item 5. The Reporting Persons may be deemed to beneficially own an aggregate of 20,559,091 shares of Class A Common Stock, representing 11.1% of the Class A Common Stock outstanding based upon 184,836,005 shares of Class A Common Stock outstanding as of July 1, 2026, as provided to the Reporting Persons by the Issuer. The number of shares of Class A Common Stock outstanding was not obtained from a public filing made by the Issuer with the SEC.
(b)	The information contained on the cover pages is incorporated by reference to this Item 5. The amounts reflected in the cover pages consist of (i) 511,533 shares of Class A Common Stock held of record by Mr. DeWitte; (ii) 536,483 shares of Class A Common Stock held by Mr. DeWitte's GRAT; (iii) 1,000,000 shares of Class A Common Stock held by Mr. DeWitte's GRAT No. 2; (iv) 506,807 shares of Class A Common Stock held by Mr. DeWitte's GRAT No. 3; (v) 7,851,901 shares of Class A Common Stock held by the Jacob DeWitte Family Trust; (vi) 478,039 shares of Class A Common Stock held of record by Ms. DeWitte (Cochran); (vii) 569,479 shares of Class A Common Stock held by Ms. DeWitte's (Cochran) GRAT; (viii) 1,000,000 shares of Class A Common Stock held by Ms. DeWitte's (Cochran) GRAT No. 2; (ix) 474,011 shares of Class A Common Stock held by Ms. DeWitte's (Cochran) GRAT No. 3; (x) 7,583,085 shares of Class A Common Stock held by the Caroline DeWitte Family Trust; (xi) 28,090 shares of Class A Common Stock vesting within 60 days of the date hereof pursuant to the terms of the restricted stock units held by Mr. DeWitte; and (xii) 19,663 shares of Class A Common Stock vesting within 60 days of the date hereof pursuant to the terms of the restricted stock units held by Ms. DeWitte (Cochran). The amounts reported herein do not include any vested RSUs which are not expected to settle within 60 days of the date of this filing. Mr. DeWitte and Ms. DeWitte (Cochran) are married and, as a result, may be deemed to share beneficial ownership of each other's securities.
(c)	On June 1, 2026, the Reporting Persons disposed of an aggregate of 200,000 shares of Class A Common Stock in multiple transactions at prices ranging from $64.57 to $70.56 per share in a series of open-market transactions pursuant to their 10b5-1 Trading Plan entered into on March 31, 2025. On July 1, 2026, the Reporting Persons disposed of an aggregate of 200,000 shares of Class A Common Stock in multiple transactions at prices ranging from $51.52 to $54.30 per share in a series of open-market transactions pursuant to their 10b5-1 Trading Plan entered into on March 31, 2025. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jacob DeWitte

Signature:	/s/ R. Craig Bealmear
Name/Title:	R. Craig Bealmear, Attorney-in-Fact
Date:	07/06/2026

Caroline Cochran

Signature:	/s/ R. Craig Bealmear
Name/Title:	R. Craig Bealmear, Attorney-in-Fact
Date:	07/06/2026

FAQ

What stake in Oklo (OKLO) do Jacob DeWitte and Caroline Cochran report in this Schedule 13D/A?

They report beneficial ownership of 20,559,091 Oklo Class A shares, equal to 11.1% of the class. This percentage is based on 184,836,005 shares outstanding as of July 1, 2026, a figure provided to them by the company.

How many Oklo (OKLO) shares did the reporting persons sell in June and July 2026?

They disposed of 200,000 shares on June 1, 2026 and another 200,000 shares on July 1, 2026. These 400,000 shares were sold in multiple open‑market transactions at stated price ranges, all executed under a pre‑arranged Rule 10b5‑1 trading plan.

At what prices were the Oklo (OKLO) shares sold under the 10b5-1 plan?

On June 1, 2026, shares were sold at prices ranging from $64.57 to $70.56 per share. On July 1, 2026, sales occurred between $51.52 and $54.30 per share, all through a series of open‑market transactions under the trading plan.

How is the reported Oklo (OKLO) ownership of 11.1% calculated in the filing?

The 11.1% figure reflects 20,559,091 Class A shares beneficially owned, divided by 184,836,005 shares of Class A common stock outstanding. The outstanding share count is stated as of July 1, 2026 and was provided directly by Oklo to the reporting persons.

What types of entities hold the Oklo (OKLO) shares reported by DeWitte and Cochran?

Their position includes shares held directly, in multiple grantor retained annuity trusts (GRATs), in the Jacob DeWitte Family Trust and the Caroline DeWitte Family Trust, plus restricted stock units expected to vest within 60 days for each reporting person.

Does the Oklo (OKLO) Schedule 13D/A include all RSUs held by the reporting persons?

No. It includes 28,090 shares underlying RSUs for Jacob DeWitte and 19,663 for Caroline DeWitte (Cochran) that vest within 60 days. The filing explicitly notes that vested RSUs not expected to settle within 60 days are excluded from the reported amounts.