Oklo (NYSE: OKLO) founders detail 12.2% stake and recent stock trades

Rhea-AI Filing Summary

Oklo Inc. founders Jacob DeWitte and Caroline Cochran report beneficial ownership of 21,159,091 shares of Class A common stock, or 12.2% of the class, based on 173,919,838 shares outstanding as of April 6, 2026. Their holdings are spread across personal accounts, GRATs, family trusts and near-term vesting restricted stock units.

Recent activity includes open-market sales totaling 200,000 shares on March 2, 2026 and 200,000 shares on April 1, 2026 under a Rule 10b5-1 trading plan, RSU vesting of 220,140 shares on March 12, 2026, and 117,788 shares sold on March 13, 2026 solely to cover tax withholding. Additional transactions moved shares among DeWitte-related GRATs and family trusts for no cash consideration.

Key Figures

Beneficial ownership: 21,159,091 shares Ownership percentage: 12.2% Shares outstanding: 173,919,838 shares +4 more

7 metrics

Beneficial ownership 21,159,091 shares Aggregate Class A shares beneficially owned by reporting persons

Ownership percentage 12.2% Portion of Oklo Class A common stock represented by 21,159,091 shares

Shares outstanding 173,919,838 shares Class A shares outstanding as of April 6, 2026 from proxy statement

Open-market sale March 2, 2026 200,000 shares at $60.00–$64.87 Aggregate disposal in multiple open-market transactions under 10b5-1 plan

Open-market sale April 1, 2026 200,000 shares at $47.99–$51.79 Aggregate disposal in multiple open-market transactions under 10b5-1 plan

RSU vesting 220,140 shares Shares acquired on March 12, 2026 via vesting of restricted stock units

Sell-to-cover tax shares 117,788 shares Shares sold March 13, 2026 to cover tax withholding on RSU vesting

Key Terms

Schedule 13D, beneficially own, Restricted Stock Units, 10b5-1 Trading Plan, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 5 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 21,159,091 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.

Restricted Stock Units financial

"the vesting of Restricted Stock Units. On March 13, 2026, an aggregate of 117,788 shares"

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.

10b5-1 Trading Plan regulatory

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

A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.

GRAT financial

"shares of Class A Common Stock held of record by Mr. DeWitte's GRAT; (iii) 1,000,000 shares"

sell to cover financial

"The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Oklo Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

02156V109

(CUSIP Number)

Albert Vanderlaan
222 Berkeley Street, Suite 2000
Boston, MA, 02116
617-880-2219

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

04/21/2026

(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 21,159,091.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 21,159,091.00

11

Aggregate amount beneficially owned by each reporting person

21,159,091.00

12

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

13

Percent of class represented by amount in Row (11)

12.2 %

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 21,159,091.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 21,159,091.00

11

Aggregate amount beneficially owned by each reporting person

21,159,091.00

12

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

13

Percent of class represented by amount in Row (11)

12.2 %

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. 5 (this "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 21,159,091 shares of Class A Common Stock, representing 12.2% of the Class A Common Stock outstanding based upon 173,919,838 shares of Class A Common Stock outstanding as of April 6, 2026, as reported in the Issuer's proxy statement for its 2026 annual meeting of stockholders, as filed with the SEC on April 21, 2026.
(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) 691,533 shares of Class A Common Stock held of record by Mr. DeWitte, (ii) 656,483 shares of Class A Common Stock held of record 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) 658,039 shares of Class A Common Stock held of record by Ms. DeWitte (Cochran); (vii) 689,479 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 March 2, 2026, the Reporting Persons disposed of an aggregate of 200,000 shares of Class A Common Stock in multiple transactions at prices ranging from $60.00 to $64.87 per share in a series of open-market transactions pursuant to their 10b5-1 Trading Plan entered into on March 31, 2025. On March 12, 2026, the Reporting Persons acquired an aggregate of 220,140 shares of Class A Common Stock pursuant to the vesting of Restricted Stock Units. On March 13, 2026, an aggregate of 117,788 shares of Class A Common Stock were sold by the Reporting Persons to cover tax withholding obligations in connection with the vesting and settlements of the 220,140 Restricted Stock Units. 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 Persons. On March 30, 506,807 shares of Class A Common Stock were distributed for no consideration to the Jacob DeWitte Family Trust as an annuity distribution pursuant to the terms of the Jacob DeWitte GRAT. On March 31, 2026, the same 506,807 shares held by the Jacob DeWitte Family Trust were contributed for no consideration to the Jacob DeWitte GRAT No. 3 in connection with the funding of the Jacob DeWitte GRAT No. 3. Further on March 30, 2026, 474,011 shares of Class A Common Stock were distributed for no consideration to the Caroline DeWitte Family Trust as an annuity distribution pursuant to the terms of the Caroline Cochran GRAT. On March 31, 2026, the same 474,011 shares held by the Caroline DeWitte Family Trust were contributed for no consideration to the Caroline DeWitte GRAT No. 3 in connection with the funding of the Caroline DeWitte GRAT No. 3. On April 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 $47.99 to $51.79 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:	04/21/2026

Caroline Cochran

Signature:	/s/ R. Craig Bealmear
Name/Title:	R. Craig Bealmear, Attorney-in-Fact
Date:	04/21/2026

FAQ

How many Oklo (OKLO) shares do Jacob DeWitte and Caroline Cochran beneficially own?

They beneficially own an aggregate 21,159,091 Oklo Class A shares. This represents 12.2% of the Class A common stock, based on 173,919,838 shares outstanding as of April 6, 2026, as reported in Oklo’s 2026 annual meeting proxy statement.

What percentage of Oklo (OKLO) does this Schedule 13D/A say they hold?

The filing states Jacob DeWitte and Caroline Cochran may be deemed to beneficially own 12.2% of Oklo’s Class A common stock. This percentage uses 173,919,838 outstanding shares as of April 6, 2026, taken from the company’s 2026 annual meeting proxy statement.

What recent Oklo (OKLO) stock sales are disclosed in this Schedule 13D/A amendment?

The amendment reports aggregate open-market sales of 200,000 Oklo shares on March 2, 2026 at prices from $60.00 to $64.87, and 200,000 shares on April 1, 2026 at prices from $47.99 to $51.79, all under a Rule 10b5-1 trading plan dated March 31, 2025.

What RSU-related transactions for Oklo (OKLO) are described in this filing?

On March 12, 2026, the reporting persons acquired 220,140 Oklo shares through vesting of restricted stock units. On March 13, 2026, 117,788 shares were sold to cover tax withholding obligations, described as a “sell to cover” and not a discretionary transaction.

How are Oklo (OKLO) shares allocated among DeWitte and Cochran entities?

Holdings include personal accounts, several GRATs and family trusts for both Jacob DeWitte and Caroline Cochran, plus RSUs vesting within 60 days. The filing lists specific blocks, such as 7,851,901 shares in the Jacob DeWitte Family Trust and 7,583,085 shares in the Caroline DeWitte Family Trust.

Does this Oklo (OKLO) Schedule 13D/A describe internal share transfers?

Yes. On March 30–31, 2026, 506,807 shares and 474,011 shares were moved between GRATs and related family trusts for Jacob DeWitte and Caroline Cochran. These were described as annuity distributions and contributions for no consideration, reflecting estate-planning transfers rather than market sales.