SCHEDULE: Oklo Inc. Founders Update Beneficial Ownership, Disclose Significant Share Dispositions

Oklo Inc. co-founders Jacob DeWitte and Caroline Cochran have updated their beneficial ownership, reporting a combined 16.2% stake and disclosing recent share gifts and open-market sales.

Summary

• This filing is Amendment No. 4 to the Schedule 13D for Oklo Inc.'s Class A Common Stock.
• Jacob DeWitte and Caroline Cochran are the reporting persons, who are married and may be deemed to share beneficial ownership.
• Beneficially own an aggregate of 23,907,206 shares of Class A Common Stock.
• This represents 16.2% of the Class A Common Stock outstanding, based on 147,380,826 shares outstanding as of June 13, 2025.
• Holdings include 10,105,098 shares held by Mr. DeWitte, 9,802,108 shares by Ms. Cochran, 2,000,000 shares by Mr. DeWitte's GRAT, and 2,000,000 shares by Ms. Cochran's GRAT.
• On May 29, 2025, an aggregate of 200,000 shares of Class A Common Stock were gifted for no consideration.
• On June 24, 2025, an aggregate of 600,000 shares of Class A Common Stock were gifted for no consideration.
• On June 30, 2025, an aggregate of 600,000 shares of Class A Common Stock were disposed of at a weighted average price of $55.1973 per share.
• The disposition on June 30, 2025, occurred in a series of open-market transactions pursuant to a 10b5-1 Trading Plan entered into on March 31, 2025.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of changes in beneficial ownership and insider transactions, without explicit positive or negative operational news. The insider selling, while a factual event, could be interpreted negatively by the market, but the filing itself is neutral in tone.

Positives

• The open-market share dispositions were conducted under a pre-arranged 10b5-1 Trading Plan, indicating a structured and non-discretionary sale rather than an opportunistic one.

Negatives

• Founders Jacob DeWitte and Caroline Cochran have reduced their beneficial ownership through significant share dispositions, including 800,000 shares gifted for no consideration and 600,000 shares sold in open-market transactions.
• The sale of 600,000 shares at a weighted average price of $55.1973 per share represents a substantial reduction in direct insider alignment with shareholders.

Risks

• Significant insider selling by founders could be perceived by the market as a signal of reduced confidence in the company's future prospects, potentially leading to negative investor sentiment.
• A reduction in beneficial ownership by key executives may decrease their direct financial alignment with the long-term interests of public shareholders.

Future Outlook

NA

Management Comments

• The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.

Industry Context

This filing is a company-specific disclosure of insider ownership changes and transactions, and does not provide broader industry context or trends.

Related Party Transactions

• Gifts of 200,000 shares on May 29, 2025, and 600,000 shares on June 24, 2025, for no consideration by the Reporting Persons (founders).
• Beneficial ownership includes shares held by Mr. DeWitte's GRAT and Ms. Cochran's GRAT, which are related party structures.

Stakeholder Impact

• Shareholders may react to the reduction in beneficial ownership by the company's founders, potentially influencing investor confidence and stock valuation.
• The disclosure provides transparency to all stakeholders regarding significant insider transactions.

Next Steps

• The Reporting Persons are prepared to provide full information regarding the number of shares sold at each separate price for each transaction upon request by the SEC staff, the Issuer, or a security holder.

Key Dates

Keywords

Oklo Inc., Class A Common Stock, Schedule 13D, beneficial ownership, insider selling, share disposition, 10b5-1 plan, Jacob DeWitte, Caroline Cochran, stock sale, corporate governance