Oklo Inc. SEC Filings

Oklo Inc. filed a universal shelf registration on Form S-3 to offer and sell up to $3,500,000,000 of securities, including common stock, preferred stock, debt securities, warrants, rights, and units, from time to time. Each sale will be detailed in a prospectus supplement with specific amounts, prices, and terms.

The company may sell through underwriters, dealers, agents, directly to purchasers, or via an “at the market offering” under Rule 415(a)(4). Use of proceeds will be described in the applicable supplement. Oklo is an emerging growth company and its common stock trades on the NYSE under OKLO. The closing price of the common stock was $132.28 on October 28, 2025.

Oklo Inc. (OKLO): Beneficial ownership update. BlackRock, Inc. filed a Schedule 13G reporting beneficial ownership of 8,076,075 Class A shares, representing 5.5% of the class as of 09/30/2025.

BlackRock reports sole voting power over 7,839,797 shares and sole dispositive power over 8,076,075 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Oklo Inc. (OKLO) filed a Form 144 reporting a proposed sale of 300,000 Class A common shares through J.P. Morgan Securities LLC. The filing shows the shares were founder shares originally acquired from the issuer on 12/31/2013. The filing reports an aggregate market value of $34,953,000, lists 147,609,194 shares outstanding, and states an approximate sale date of 09/30/2025 on the NYSE. The filer reports no securities sold in the past three months and includes the standard attestation that the selling person is not aware of undisclosed material adverse information.

Oklo Inc. (OKLO) filed a Form 144 disclosing a proposed sale of 300,000 Class A shares through J.P. Morgan Securities LLC on the NYSE with an aggregate market value of $34,953,000. The shares were acquired as founder shares from the issuer on 12/31/2013 and the filing lists the approximate sale date as 09/30/2025. The filing reports 147,609,194 Class A shares outstanding, making the proposed sale about 0.20% of outstanding shares. The filer reports no securities sold in the past three months and includes the standard Rule 144 attestations and signature warning statements.

Michael Stuart Klein, a director and reported 10% owner of Oklo Inc. (OKLO), reported sales of common stock on 09/22/2025. The Form 4 shows a sale of 40,000 shares at a weighted-average price of $133.3978 (shares sold in multiple transactions at prices ranging $133.255 to $133.57) leaving 160,000 shares beneficially owned, and a separate sale of 10,000 shares at $135.20 leaving 150,000 shares beneficially owned. The shares are held of record by M. Klein Associates, Inc., of which Mr. Klein is the controlling stockholder. The filing includes a signed authorization dated 09/24/2025 from M. Klein Associates, Inc.

Caroline Cochran, co-founder, COO, director and reported 10% owner of Oklo Inc. (OKLO), reported a Form 4 disclosing a gift transaction dated 09/22/2025. The filing shows a Code G transaction for 25,000 shares of Class A common stock transferred as a gift to a donor-advised fund by the reporting person’s spouse. Post-transaction beneficial ownership figures are reported in the filing and identify securities held indirectly by Jacob DeWitte and interests held in GRATs; the filing is signed by an attorney-in-fact on 09/24/2025.

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.

Oklo Inc. CFO Richard Craig Bealmear reported multiple transactions in Class A common stock on September 17-18, 2025. He exercised two tranches of stock options at an exercise price of $3.18 each, acquiring 100,000 shares on 09/17/2025 and another 100,000 shares on 09/17/2025 (derivative filings show 100,000 options vesting and underlying 100,000 shares each). Following these exercises and subsequent open-market sales, reported holdings of Class A common stock changed across the filings: balances reported include 175,738, 129,535, and 121,913 shares at different points. Sales disclosed include 46,175, 46,203, and 7,622 shares sold at weighted average prices noted between $93.00 and $101.44. The filer certified the Form 4 on 09/19/2025 and provided a footnote that one sale price is a weighted average of multiple executions between $93.00 and $93.11.

Oklo Inc. Form 144 notice: The filing reports a proposed sale of 7,622 Class A shares through Fidelity Brokerage Services LLC on 09/18/2025 with an aggregate market value of $773,182.54. Those shares were acquired the prior day, 09/17/2025, by stock option exercise and paid for in cash. The notice also discloses that Richard C. Bealmear sold 92,378 Class A shares on 09/17/2025 for gross proceeds of $8,658,204.78. The signer represents they do not possess undisclosed material nonpublic information.