Form 4: Oklo Inc. Co-Founder and COO Caroline Cochran Gifts 600,000 Shares to Donor-Advised Fund

Oklo Inc.'s Co-Founder and Chief Operating Officer, Caroline Cochran, has reported a gift of 600,000 shares of Class A Common Stock to a donor-advised fund, as permitted by a pre-existing lock-up agreement.

Summary

• Caroline Cochran, Co-Founder, COO, Director, and 10% Owner of Oklo Inc. (OKLO), reported a change in beneficial ownership via a Form 4 filing.
• On June 24, 2025, Ms. Cochran gifted a total of 600,000 shares of Class A Common Stock to a donor-advised fund.
• The gift consisted of 300,000 shares from her direct holdings and 300,000 shares from indirect holdings attributed to her spouse, Jacob DeWitte.
• The transaction was executed at a price of $0 per share, consistent with a gift.
• This gift was explicitly permitted under the lock-up agreement dated June 12, 2025, between Ms. Cochran and the underwriters, Goldman Sachs & Co. LLC and BofA Securities, Inc.
• Following the transaction, Ms. Cochran's direct beneficial ownership stands at 10,102,108 shares of Class A Common Stock.
• Indirect beneficial ownership attributed to her spouse, Jacob DeWitte, is 10,405,098 shares.
• Additionally, Ms. Cochran beneficially owns 2,000,000 shares indirectly through the Caroline Cochran GRAT and 2,000,000 shares indirectly through the Jacob DeWitte GRAT.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The document reports a routine insider transaction (a gift of shares) that was permitted by a lock-up agreement. It does not indicate any positive or negative operational or financial performance for the company, nor does it suggest any immediate impact on the company's valuation or strategic direction.

Positives

• The transaction demonstrates compliance with the existing lock-up agreement, indicating adherence to pre-defined terms for insider share transfers.
• Gifting shares to a donor-advised fund reflects philanthropic activity by a key executive, which can be viewed positively from a corporate social responsibility perspective.

Negatives

• The gift reduces the direct and indirect beneficial ownership of a key insider, Caroline Cochran, in the company's Class A Common Stock.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, common across all publicly traded companies. It provides transparency into changes in beneficial ownership by key executives and directors, which is a standard regulatory requirement in the U.S. financial markets. It does not provide specific insights into Oklo Inc.'s operational performance or its position within the advanced nuclear energy industry.

Stakeholder Impact

• Shareholders: The gift reduces the direct and indirect beneficial ownership of a key insider, but it is a gift rather than a sale, and it complies with existing agreements. This is generally viewed as a neutral event.
• Regulatory Authorities: The filing demonstrates compliance with Section 16(a) of the Securities Exchange Act of 1934, fulfilling regulatory disclosure requirements for insider transactions.

Key Dates

Keywords

Oklo Inc., OKLO, Form 4, insider transaction, share gift, beneficial ownership, Caroline Cochran, lock-up agreement, donor-advised fund