Form 4: Oklo CEO Sells $10.2M in Stock Under 10b5-1 Plan

Oklo Inc. Co-Founder and CEO Jacob DeWitte, along with his spouse, sold a combined 91,628 shares of Class A Common Stock for over $10.2 million on January 9, 2026, under pre-arranged 10b5-1 trading plans.

Summary

• Oklo Inc. Co-Founder and CEO Jacob DeWitte reported the sale of 91,628 shares of Class A Common Stock on January 9, 2026.
• The sales were executed under Rule 10b5-1 plans adopted on March 31, 2025, indicating pre-planned transactions.
• DeWitte directly sold 26,740 shares at a weighted average price of $111.38, totaling approximately $2,978,793.20.
• Additional sales attributed to DeWitte's indirect beneficial ownership include 12,977 shares at a weighted average price of $112.32 (approximately $1,457,290.64) and 6,097 shares at a weighted average price of $112.83 (approximately $688,000.11) through a Jacob DeWitte GRAT.
• Sales attributed to DeWitte's spouse, Caroline Cochran, include 26,741 shares at a weighted average price of $111.38 (approximately $2,978,904.58), 12,977 shares at a weighted average price of $112.32 (approximately $1,457,290.64), and 6,096 shares at a weighted average price of $112.83 (approximately $687,887.28) through various indirect holdings.
• The total value of all reported sales on this Form 4 exceeds $10.2 million.
• Following these transactions, DeWitte's direct beneficial ownership stands at 808,197 shares.
• Significant indirect holdings remain, including 1,390,000 shares via Jacob DeWitte GRAT, 7,851,901 shares via the Jacob DeWitte Family Trust, and 1,000,000 shares via Jacob DeWitte GRAT No. 2.
• Indirect holdings attributed to his spouse also remain substantial, including 799,023 shares directly by Caroline Cochran, 1,390,000 shares via Caroline Cochran GRAT, 7,583,085 shares via the Caroline DeWitte Family Trust, and 1,000,000 shares via Caroline DeWitte GRAT No. 2.

Sentiment

Score: 4

Explanation: The sale of over $10.2 million in stock by the CEO and his spouse is a notable reduction in insider holdings, which can be viewed with caution by investors. However, the pre-arranged nature of the sales via a 10b5-1 plan mitigates the negative sentiment by indicating a planned, rather than opportunistic, transaction.

Positives

• The sales were conducted under a Rule 10b5-1 plan adopted on March 31, 2025, indicating pre-planning and reducing the perception of opportunistic trading.
• Significant beneficial ownership remains with the CEO and his spouse, demonstrating continued alignment with shareholder interests.

Negatives

• The sale of over $10.2 million in Class A Common Stock by the Co-Founder and CEO, along with his spouse, could be perceived negatively by investors as a reduction in insider holdings.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

Insider stock sales, particularly by executives, are common across all industries for reasons such as diversification, liquidity, or tax planning. The use of a 10b5-1 plan is a standard practice to manage such sales in a compliant manner, especially in the advanced nuclear energy sector where long-term development cycles are typical.

Corporate Governance

Related Party Transactions

• Sales of Class A Common Stock by Jacob DeWitte through the Jacob DeWitte GRAT.
• Sales of Class A Common Stock by Caroline Cochran (spouse of Jacob DeWitte) and through the Caroline Cochran GRAT.
• Beneficial ownership held by the Jacob DeWitte Family Trust, Jacob DeWitte GRAT No. 2, Caroline DeWitte Family Trust, and Caroline DeWitte GRAT No. 2.

Stakeholder Impact

• Shareholders: May view the significant insider selling by the CEO and his spouse with some concern, potentially leading to questions about management's confidence, despite the 10b5-1 plan.
• Employees: No direct impact mentioned, but significant insider sales can sometimes affect employee morale or perception of company stability.

Key Dates

Recommendation

While the sale of over $10.2 million in stock by the CEO and his spouse is a substantial transaction, it was executed under a pre-arranged Rule 10b5-1 plan, which is a common practice for executives to manage personal finances, diversify holdings, or for tax planning purposes. This mitigates the immediate negative implications often associated with insider selling. Given the nature of a Form 4, which reports a transaction rather than operational or financial results, a 'hold' recommendation is appropriate as this filing alone does not provide sufficient information to warrant a 'buy' or 'sell' decision on the company's fundamental prospects. Investors should monitor future filings and company performance for further insights.

Keywords

Oklo, OKLO, Jacob DeWitte, insider trading, stock sale, 10b5-1 plan, CEO, beneficial ownership, Class A Common Stock, nuclear energy