=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-02
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Oklo Inc. (OKLO)
CIK: 0001849056
--- Reporting Owner ---
Name: DeWitte Jacob
CIK: 0002021433
Role: Director, Officer (Co-Founder, CEO), 10%+ Owner
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -16,181 | Price: $73.81
Total Value: $1,194,311.52
Shares Owned After: 792,016 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F2] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.30 - $74.30, 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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -43,819 | Price: $74.69
Total Value: $3,272,678.98
Shares Owned After: 748,197 | Ownership: D (Direct)
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.31 - $75.00, 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -29,636 | Price: $75.37
Total Value: $2,233,739.41
Shares Owned After: 1,360,364 | Ownership: I (Indirect) | Nature: By Jacob DeWitte GRAT
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 - $76.00 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -7,769 | Price: $76.39
Total Value: $593,497.22
Shares Owned After: 1,352,595 | Ownership: I (Indirect) | Nature: By Jacob DeWitte GRAT
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.01 - $77.00, 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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -2,152 | Price: $77.67
Total Value: $167,142.18
Shares Owned After: 1,350,443 | Ownership: I (Indirect) | Nature: By Jacob DeWitte GRAT
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.02 - $78.01, 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.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -443 | Price: $78.20
Total Value: $34,642.73
Shares Owned After: 1,350,000 | Ownership: I (Indirect) | Nature: By Jacob DeWitte GRAT
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 - $78.25, 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.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -16,181 | Price: $73.81
Total Value: $1,194,311.52
Shares Owned After: 782,842 | Ownership: I (Indirect) | Nature: By Caroline Cochran
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F2] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.30 - $74.30, 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.
[F8] Represents securities held by the Reporting Person's spouse.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -43,819 | Price: $74.69
Total Value: $3,272,678.98
Shares Owned After: 739,023 | Ownership: I (Indirect) | Nature: By Caroline Cochran
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F3] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.31 - $75.00, 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.
[F8] Represents securities held by the Reporting Person's spouse.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -29,636 | Price: $75.37
Total Value: $2,233,739.41
Shares Owned After: 1,360,364 | Ownership: I (Indirect) | Nature: By Caroline Cochran GRAT
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F4] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 - $76.00 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.
[F9] Represents securities beneficially owned by the Reporting Person's spouse.
[Transaction #10]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -7,768 | Price: $76.39
Total Value: $593,420.82
Shares Owned After: 1,352,596 | Ownership: I (Indirect) | Nature: By Caroline Cochran GRAT
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.01 - $77.00, 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.
[F9] Represents securities beneficially owned by the Reporting Person's spouse.
[Transaction #11]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -2,153 | Price: $77.67
Total Value: $167,219.85
Shares Owned After: 1,350,443 | Ownership: I (Indirect) | Nature: By Caroline Cochran GRAT
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.02 - $78.01, 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.
[F9] Represents securities beneficially owned by the Reporting Person's spouse.
[Transaction #12]
Security: Class A Common Stock
Date: 2026-02-02 | Code: S (Open market sale)
Shares: -443 | Price: $78.20
Total Value: $34,642.73
Shares Owned After: 1,350,000 | Ownership: I (Indirect) | Nature: By Caroline Cochran GRAT
Footnotes:
[F1] The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 - $78.25, 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.
[F9] Represents securities beneficially owned by the Reporting Person's spouse.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
[Holding #2]
Security: Class A Common Stock
Ownership: I (Indirect)
[Holding #3]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F9] Represents securities beneficially owned by the Reporting Person's spouse.
[Holding #4]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F9] Represents securities beneficially owned by the Reporting Person's spouse.
--- Footnotes (Complete Index) ---
F1: The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.30 - $74.30, 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.
F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.31 - $75.00, 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.
F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 - $76.00 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.
F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.01 - $77.00, 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.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.02 - $78.01, 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.
F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 - $78.25, 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.
F8: Represents securities held by the Reporting Person's spouse.
F9: Represents securities beneficially owned by the Reporting Person's spouse.
--- Signature ---
/s/ /s/ Richard Craig Bealmear, Attorney-in-Fact (2026-02-04)
