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Oklo (OKLO) co-founder reports 1.96M-share restructuring across family trusts

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Oklo Inc. Co-Founder and COO Caroline Cochran, a greater-than-10% owner, reported internal movements of Oklo Class A Common Stock among family trusts and grantor retained annuity trusts. On March 30, 2026, 474,011 shares were distributed to the Caroline DeWitte Family Trust from the Caroline Cochran GRAT, and 506,807 shares were distributed to the Jacob DeWitte Family Trust from the Jacob DeWitte GRAT. On March 31, 2026, those same share amounts were contributed to Caroline DeWitte GRAT No. 3 and Jacob DeWitte GRAT No. 3, respectively, all at a reported price of $0.00 per share. The filing also lists post-transaction holdings, including 718,039 shares held directly by Cochran and additional indirect holdings through several GRATs and family trusts.

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Insider Cochran Caroline
Role Co-Founder, COO
Type Security Shares Price Value
Other Class A Common Stock 474,011 $0.00 --
Other Class A Common Stock 506,807 $0.00 --
Other Class A Common Stock 474,011 $0.00 --
Other Class A Common Stock 506,807 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 474,011 shares (Indirect, By Caroline DeWitt GRAT No. 3); Class A Common Stock — 718,039 shares (Direct)
Footnotes (1)
  1. On March 30, 2026, 474,011 shares were distributed to the Caroline DeWitte Family Trust as an annuity distribution pursuant to the terms of the Caroline Cochran GRAT, the Reporting Person's grantor retained annuity trust. On March 31, 2026, the same 474,011 shares held by the Caroline DeWitte Family Trust were contributed to the Caroline DeWitte GRAT No.3 in connection with the funding of the Caroline DeWitte GRAT No. 3 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. On March 30, 2026, 506,807 shares were distributed to the Jacob DeWitte Family Trust as an annuity distribution pursuant to the terms of the Jacob DeWitte GRAT, the Reporting Person's spouse's grantor retained annuity trust. On March 31, 2026, the same 506,807 shares held by the Jacob DeWitte Family Trust were contributed to the Jacob DeWitte GRAT No. 3 in connection with the funding of the Jacob DeWitte GRAT No. 3. Represents securities beneficially owned by the Reporting Person's spouse. Represents securities held by the Reporting Person's spouse.
Restructured shares 1,961,636 shares Total restructuringShares in other (J) transactions
Caroline-related distribution 474,011 shares Distributed on March 30, 2026 from Caroline Cochran GRAT to Caroline DeWitte Family Trust
Jacob-related distribution 506,807 shares Distributed on March 30, 2026 from Jacob DeWitte GRAT to Jacob DeWitte Family Trust
Caroline GRAT No. 3 holding 474,011 shares Total shares following March 31, 2026 contribution to Caroline DeWitte GRAT No. 3
Jacob GRAT No. 3 holding 506,807 shares Total shares following March 31, 2026 contribution to Jacob DeWitte GRAT No. 3
Direct holding 718,039 shares Class A Common Stock held directly by Caroline Cochran after transactions
Caroline DeWitte GRAT No. 2 1,000,000 shares Class A Common Stock held indirectly by Caroline DeWitte GRAT No. 2
Caroline Cochran GRAT 729,479 shares Indirect Class A Common Stock holding by Caroline Cochran GRAT after transactions
grantor retained annuity trust financial
"pursuant to the terms of the Caroline Cochran GRAT, the Reporting Person's grantor retained annuity trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
annuity distribution financial
"shares were distributed to the Caroline DeWitte Family Trust as an annuity distribution pursuant to the terms of the Caroline Cochran GRAT"
beneficially owned financial
"Represents securities beneficially owned by the Reporting Person's spouse."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
definitive proxy statement regulatory
"please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission."
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Class A Common Stock financial
"security_title: "Class A Common Stock""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Cochran Caroline

(Last)(First)(Middle)
C/O OKLO INC.
3190 CORONADO DR.

(Street)
SANTA CLARA CALIFORNIA 95054

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Oklo Inc. [ OKLO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Co-Founder, COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock03/30/2026J(1)474,011A$07,583,085(2)IBy the Caroline DeWitte Family Trust
Class A Common Stock03/31/2026J(1)474,011A$0474,011(2)IBy Caroline DeWitt GRAT No. 3
Class A Common Stock718,039(2)D
Class A Common Stock729,479(2)IBy Caroline Cochran GRAT
Class A Common Stock1,000,000(2)IBy Caroline DeWitte GRAT No. 2
Class A Common Stock03/30/2026J(3)506,807A$07,851,901IBy the Jacob DeWitte Family Trust(4)
Class A Common Stock03/31/2026J(3)506,807A$0506,807IBy Jacob DeWitte GRAT No.3(4)
Class A Common Stock751,533IBy Jacob DeWitte(5)
Class A Common Stock696,483IBy Jacob DeWitte GRAT(4)
Class A Common Stock1,000,000IBy Jacob DeWitte GRAT No. 2(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On March 30, 2026, 474,011 shares were distributed to the Caroline DeWitte Family Trust as an annuity distribution pursuant to the terms of the Caroline Cochran GRAT, the Reporting Person's grantor retained annuity trust. On March 31, 2026, the same 474,011 shares held by the Caroline DeWitte Family Trust were contributed to the Caroline DeWitte GRAT No.3 in connection with the funding of the Caroline DeWitte GRAT No. 3
2. 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.
3. On March 30, 2026, 506,807 shares were distributed to the Jacob DeWitte Family Trust as an annuity distribution pursuant to the terms of the Jacob DeWitte GRAT, the Reporting Person's spouse's grantor retained annuity trust. On March 31, 2026, the same 506,807 shares held by the Jacob DeWitte Family Trust were contributed to the Jacob DeWitte GRAT No. 3 in connection with the funding of the Jacob DeWitte GRAT No. 3.
4. Represents securities beneficially owned by the Reporting Person's spouse.
5. Represents securities held by the Reporting Person's spouse.
Remarks:
/s/ Richard Craig Bealmear, Attorney-in-Fact04/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Oklo (OKLO) report for Caroline Cochran?

Oklo reported that Co-Founder and COO Caroline Cochran restructured holdings of Class A Common Stock among multiple family trusts and grantor retained annuity trusts. The transactions used code J for other acquisitions or dispositions and did not reflect open-market purchases or sales at a stated price.

How many Oklo (OKLO) shares moved in the reported trust transactions?

The filing shows 474,011 shares and 506,807 shares of Oklo Class A Common Stock moved on consecutive days. These shares were first distributed from existing GRATs to family trusts, then contributed into newly identified GRAT No. 3 vehicles, reflecting a total of 1,961,636 shares involved in restructuring.

Were any Oklo (OKLO) shares bought or sold on the market in this Form 4?

The Form 4 lists transactions with code J, described as other acquisitions or dispositions, at a price of $0.00 per share. The movements occurred between GRATs and family trusts, indicating internal transfers rather than open-market purchases or sales of Oklo Class A Common Stock.

What are Caroline Cochran’s direct Oklo (OKLO) share holdings after these transactions?

After the reported transactions, Caroline Cochran is shown as directly holding 718,039 shares of Oklo Class A Common Stock. The filing also discloses several additional indirect positions held through various GRATs and family trusts associated with Cochran and her spouse.

What do the Oklo (OKLO) Form 4 footnotes say about the GRAT distributions?

The footnotes explain that 474,011 and 506,807 shares were distributed as annuity distributions from the Caroline Cochran GRAT and Jacob DeWitte GRAT, respectively. The same share blocks were then contributed to newly funded GRAT No. 3 entities for each family on the following day.