Oklo (OKLO) CEO and 10% owner discloses Rule 10b5-1 GRAT share sales

Rhea-AI Filing Summary

Oklo Inc. insider Jacob DeWitte, the co-founder, CEO, director and 10% owner, reported multiple sales of Class A common stock on 12/22/2025. The transactions were executed by grantor retained annuity trusts (GRATs) for DeWitte and his spouse under a Rule 10b5-1 trading plan adopted on 03/31/2025, indicating they were pre-scheduled.

The GRATs sold blocks of shares at weighted average prices of $80.8378, $81.672, $82.6108, $83.558, $84.5529 and $85.7025, with each block representing separate transactions within stated price ranges. After these sales, the filing shows DeWitte holding 9,780,098 Class A shares directly and additional indirect holdings, including 9,502,108 shares through his spouse and over 1.5 million shares in each of the GRATs.

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).

X

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)
12/22/2025

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								9,780,098	D
Class A Common Stock								9,502,108	I	By Caroline Cochran(1)
Class A Common Stock	12/22/2025		S(2)		30,635	D	$80.8378(3)	1,969,365	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		142,695	D	$81.672(4)	1,826,670	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		191,284	D	$82.6108(5)	1,635,386	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		42,653	D	$83.558(6)	1,592,733	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		11,090	D	$84.5529(7)	1,581,643	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		1,643	D	$85.7025(8)	1,580,000	I	By Jacob DeWitte GRAT
Class A Common Stock	12/22/2025		S(2)		30,634	D	$80.8378(3)	1,969,366	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		142,696	D	$81.672(4)	1,826,670	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		191,284	D	$82.6108(5)	1,635,386	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		42,653	D	$83.558(6)	1,592,733	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		11,089	D	$84.5529(7)	1,581,644	I	By Caroline Cochran GRAT
Class A Common Stock	12/22/2025		S(2)		1,644	D	$85.7025(8)	1,580,000	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. Represents securities held by the Reporting Person's spouse.

2. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.16 to $81.16, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.17 to $82.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.18 to $83.18, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.19 to $84.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.20 to $85.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.21 to $85.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	12/23/2025
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Oklo (OKLO) report in this Form 4?

The filing reports that co-founder, CEO, director and 10% owner Jacob DeWitte had multiple sales of Oklo Class A common stock on 12/22/2025, executed through grantor retained annuity trusts (GRATs) for himself and his spouse.

Were the Oklo (OKLO) insider stock sales part of a Rule 10b5-1 plan?

Yes. The explanation states that the sales were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025, meaning the trades were pre-arranged under a written trading plan.

What prices were Oklo (OKLO) shares sold for in these insider transactions?

The reported weighted average sale prices were $80.8378, $81.672, $82.6108, $83.558, $84.5529 and $85.7025, with each price reflecting multiple trades within disclosed ranges.

How many Oklo (OKLO) shares does the CEO beneficially own after these transactions?

After the reported sales, the Form 4 shows 9,780,098 Class A shares held directly, 9,502,108 shares held indirectly through his spouse, and additional indirect holdings of around 1.58 million shares in each of the DeWitte and Cochran GRATs.

Who signed the Oklo (OKLO) Form 4 reporting these insider transactions?

The Form 4 is signed by /s/ Richard Craig Bealmear, Attorney-in-Fact, on 12/23/2025, acting under power of attorney for the reporting person.

What is a weighted average price as used in the Oklo (OKLO) Form 4?

The filing explains that each reported price in Column 4 is a weighted average, reflecting multiple individual trades in a range of prices on the same day, and notes that detailed trade data is available upon request.