Form 4: Oklo Co-Founder Sells Shares Under 10b5-1 Plan

Oklo Inc. Co-Founder and COO Caroline Cochran reported the sale of 91,628 shares of Class A Common Stock across direct and indirect holdings on January 9, 2026, under a pre-arranged 10b5-1 plan.

Summary

• Caroline Cochran, Co-Founder, COO, Director, and 10% Owner of Oklo Inc., reported transactions involving the sale of Class A Common Stock.
• The sales, totaling 91,628 shares, occurred on January 9, 2026, and were executed pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
• Directly, 26,741 shares were sold at a weighted average price of $111.38, with prices ranging from $111.00 to $111.62.
• Indirectly, through Caroline Cochran GRATs, 12,977 shares were sold at a weighted average price of $112.32 (range $111.62 $112.55) and 6,096 shares at $112.83 (range $112.70 $113.58).
• Additionally, sales were reported for shares beneficially owned by her spouse, Jacob DeWitte, totaling 45,814 shares across similar price ranges: 26,740 shares at $111.38, 12,977 shares at $112.32, and 6,097 shares at $112.83.
• Following these transactions, Caroline Cochran directly holds 799,023 shares and indirectly holds 1,396,096 shares (By Caroline Cochran GRAT), 1,390,000 shares (By Caroline Cochran GRAT), 7,583,085 shares (By the Caroline DeWitte Family Trust), and 1,000,000 shares (By Caroline DeWitte GRAT No. 2).
• Her spouse, Jacob DeWitte, indirectly holds 808,197 shares, 1,396,097 shares (By Jacob DeWitte GRAT), 1,390,000 shares (By Jacob DeWitte GRAT), 7,851,901 shares (By the Jacob DeWitte Family Trust), and 1,000,000 shares (By Jacob DeWitte GRAT No. 2).

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing reports a routine insider sale executed under a pre-arranged 10b5-1 plan, which is a standard practice for executive liquidity and diversification.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 plan, indicating a structured and transparent approach to insider transactions, which can mitigate concerns about opportunistic selling.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived as a lack of confidence by management, although in this case, it is a routine diversification or liquidity event.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing pertains to an individual insider transaction and does not provide broader insights into industry trends or competitive landscape for Oklo Inc. The nuclear energy sector continues to evolve with increasing interest in advanced reactor designs, but this specific filing is not directly related to those trends.

Corporate Governance

Related Party Transactions

• Sales of Class A Common Stock by Jacob DeWitte, spouse of the reporting person, totaling 45,814 shares across various weighted average price points ($111.38, $112.32, $112.83) were reported as indirect beneficial ownership of Caroline Cochran.

Stakeholder Impact

• Shareholders: The sale represents a routine diversification or liquidity event for a key insider, executed under a pre-arranged plan, which typically has a neutral impact on shareholder confidence and does not signal a change in company fundamentals.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Recommendation

The filing details a pre-planned insider sale by a co-founder and COO under a Rule 10b5-1 plan. Such routine transactions are generally not considered a strong indicator for stock performance and do not alter the fundamental investment thesis for Oklo Inc. Investors should consider broader company performance and market conditions rather than this specific insider transaction when making investment decisions.

Keywords

Oklo Inc., OKLO, Caroline Cochran, insider trading, Form 4, stock sale, 10b5-1 plan, beneficial ownership, Class A Common Stock, nuclear energy