=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-03-12
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Oklo Inc. (OKLO)
CIK: 0001849056
--- Reporting Owner ---
Name: Cochran Caroline
CIK: 0002021786
Role: Director, Officer (Co-Founder, COO), 10%+ Owner
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-03-12 | Code: M (Exercise of derivative)
Shares: +78,652 | Price: $59.59
Total Value: $4,686,872.68
Shares Owned After: 757,676 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-03-12 | Code: M (Exercise of derivative)
Shares: +5,191 | Price: $59.59
Total Value: $309,331.69
Shares Owned After: 762,867 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-03-13 | Code: S (Open market sale)
Shares: -44,828 | Price: $60.00
Total Value: $2,689,680.00
Shares Owned After: 718,039 | Ownership: D (Direct)
Footnotes:
[F2] 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.
[F1] 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-03-12 | Code: M (Exercise of derivative)
Shares: +112,360 | Price: $59.59
Total Value: $6,695,532.40
Shares Owned After: 800,556 | Ownership: I (Indirect) | Nature: By Jacob DeWitte
Footnotes:
[F3] Represents securities held by the Reporting Person's spouse.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-03-12 | Code: M (Exercise of derivative)
Shares: +23,937 | Price: $59.59
Total Value: $1,426,405.83
Shares Owned After: 824,493 | Ownership: I (Indirect) | Nature: By Jacob DeWitte
Footnotes:
[F3] Represents securities held by the Reporting Person's spouse.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-03-13 | Code: S (Open market sale)
Shares: -72,960 | Price: $60.00
Total Value: $4,377,600.00
Shares Owned After: 751,533 | Ownership: I (Indirect) | Nature: By Jacob DeWitte
Footnotes:
[F4] 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.
[F3] Represents securities held by the Reporting Person's spouse.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-03-12 | Code: M (Exercise of derivative)
Shares: -78,652 | Price: $0.00
Shares Owned After: 117,977 | Ownership: D (Direct)
Footnotes:
[F6] 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.
[F7] The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024.
[F7] The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024.
[Transaction #2]
Security: Restricted Stock Units
Date: 2026-03-12 | Code: M (Exercise of derivative)
Shares: -5,191 | Price: $0.00
Shares Owned After: 10,383 | Ownership: D (Direct)
Footnotes:
[F8] 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.
[F9] On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025.
[F9] On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F1] 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.
[Holding #2]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F1] 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.
[Holding #3]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F1] 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.
[Holding #4]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F5] Represents securities beneficially owned by the Reporting Person's spouse.
[Holding #5]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F5] Represents securities beneficially owned by the Reporting Person's spouse.
[Holding #6]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F5] Represents securities beneficially owned by the Reporting Person's spouse.
--- Footnotes (Complete Index) ---
F1: 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.
F2: 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.
F3: Represents securities held by the Reporting Person's spouse.
F4: 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.
F5: Represents securities beneficially owned by the Reporting Person's spouse.
F6: 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.
F7: The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024.
F8: 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.
F9: On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025.
--- Signature ---
/s/ /s/ Richard Craig Bealmear, Attorney-in-Fact (2026-03-16)
