Co-Founder, COO Cochran Caroline exercised 220,140 shares at a strike of $59.59 and sold $7,067,280 worth of shares (117,788 units at $60.00), increasing direct ownership by 6% to 718,039 units (SEC Form 4)
$OKLO
Electric Utilities: Central
Utilities
| 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). | |||||||||||||||||
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Oklo Inc. [ OKLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/12/2026 | M | 78,652 | A | $59.59 | 757,676(1) | D | |||
| Class A Common Stock | 03/12/2026 | M | 5,191 | A | $59.59 | 762,867(1) | D | |||
| Class A Common Stock | 03/13/2026 | S(2) | 44,828 | D | $60 | 718,039(1) | D | |||
| Class A Common Stock | 1,310,000(1) | I | By Caroline Cochran GRAT | |||||||
| Class A Common Stock | 1,000,000(1) | I | By Caroline DeWitte GRAT No. 2 | |||||||
| Class A Common Stock | 7,583,085(1) | I | By the Caroline DeWitte Family Trust | |||||||
| Class A Common Stock | 03/12/2026 | M | 112,360 | A | $59.59 | 800,556 | I | By Jacob DeWitte(3) | ||
| Class A Common Stock | 03/12/2026 | M | 23,937 | A | $59.59 | 824,493 | I | By Jacob DeWitte(3) | ||
| Class A Common Stock | 03/13/2026 | S(4) | 72,960 | D | $60 | 751,533 | I | By Jacob DeWitte(3) | ||
| Class A Common Stock | 1,310,000 | I | By Jacob DeWitte GRAT(5) | |||||||
| Class A Common Stock | 1,000,000 | I | By Jacob DeWitte GRAT No. 2(5) | |||||||
| Class A Common Stock | 7,851,901 | I | By the Jacob DeWitte Family Trust(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (6) | 03/12/2026 | M | 78,652 | (7) | (7) | Class A Common Stock | 78,652 | $0 | 117,977 | D | ||||
| Restricted Stock Units | (8) | 03/12/2026 | M | 5,191 | (9) | (9) | Class A Common Stock | 5,191 | $0 | 10,383 | D | ||||
| Explanation of Responses: |
| 1. For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission. |
| 2. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. 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 Person. |
| 3. Represents securities held by the Reporting Person's spouse. |
| 4. Represents the number of shares sold by the Reporting Person's spouse to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. 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 Person's spouse. |
| 5. Represents securities beneficially owned by the Reporting Person's spouse. |
| 6. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 112,360 and 78,652 restricted stock units were released to Mr. DeWitte and Ms. Cochran, respectively. |
| 7. The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024. |
| 8. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 23,937 and 5,191 RSUs were released to Mr. DeWitte and Ms. Cochran, respectively. |
| 9. On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025. |
| Remarks: |
| /s/ Richard Craig Bealmear, Attorney-in-Fact | 03/16/2026 | |
| ** 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. | ||