Form 4: Oklo COO Exercises RSUs, Sells Shares for Tax Obligations

Oklo Inc.'s Co-Founder and COO, Caroline Cochran, reported exercising restricted stock units and selling shares to cover tax withholding obligations.

Summary

• Caroline Cochran, Oklo Inc.'s Co-Founder and COO, exercised 78,652 and 5,191 restricted stock units (RSUs) on March 12, 2026, acquiring Class A Common Stock at an exercise price of $59.59 per share.
• On March 13, 2026, Cochran sold 44,828 shares of Class A Common Stock at $60.00 per share to cover tax withholding obligations related to the RSU vesting and settlement.
• Her spouse, Jacob DeWitte, also exercised 112,360 and 23,937 RSUs on March 12, 2026, acquiring Class A Common Stock at $59.59 per share.
• Jacob DeWitte subsequently sold 72,960 shares of Class A Common Stock at $60.00 per share on March 13, 2026, for tax withholding purposes.
• These sales were non-discretionary 'sell to cover' transactions to satisfy tax obligations.
• Following these transactions, Caroline Cochran directly beneficially owns 718,039 shares of Class A Common Stock.
• Significant indirect holdings are reported through various trusts and GRATs for both Caroline Cochran and Jacob DeWitte.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it reflects the vesting of equity compensation, indicating continued executive retention, with sales being non-discretionary for tax purposes.

Positives

• Caroline Cochran acquired a total of 83,843 shares of Class A Common Stock through RSU exercises.
• Her spouse, Jacob DeWitte, acquired a total of 136,297 shares of Class A Common Stock through RSU exercises.
• The vesting of RSUs indicates continued compensation and retention of key management personnel.

Negatives

• Caroline Cochran disposed of 44,828 shares of Class A Common Stock.
• Her spouse, Jacob DeWitte, disposed of 72,960 shares of Class A Common Stock.
• While for tax purposes, these sales represent a reduction in direct beneficial ownership.

Future Outlook

NA

Management Comments

• 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.
• The sale by the Reporting Person's spouse 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.

Industry Context

StockSavvy.ai notes that 'sell to cover' transactions are a common practice for executives to manage tax liabilities arising from equity compensation, and typically do not signal a change in management's long-term view of the company.

Comparison to Industry Standards

• StockSavvy.ai observes that 'sell to cover' transactions are standard practice across industries for executives receiving equity compensation, aligning with common corporate governance and tax management strategies. There are no specific comparable companies or projects mentioned in this filing to provide a detailed comparison.

Stakeholder Impact

• Shareholders may view the RSU vesting as a positive sign of executive retention and compensation alignment.
• The 'sell to cover' sales are unlikely to have a significant impact on the company's stock price or long-term strategy, as they are non-discretionary tax-related transactions.

Key Dates

Recommendation

The filing details routine insider transactions involving RSU exercises and subsequent 'sell to cover' sales for tax obligations. These are non-discretionary and do not reflect a change in management's investment sentiment or the company's fundamentals. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to alter an existing investment thesis.

Keywords

Oklo Inc., OKLO, Caroline Cochran, Jacob DeWitte, Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Sale, Tax Withholding, Beneficial Ownership, Corporate Officer, Director, Co-Founder