SCHEDULE: Oklo Inc. Stakeholders Adjust Holdings

Oklo Inc. reports a 12.2% aggregate beneficial ownership by key individuals, with recent adjustments to holdings through trusts, GRATs, and RSU vesting.

Summary

• This filing is an amendment to a Schedule 13D, reporting changes in beneficial ownership of Oklo Inc. Class A Common Stock.
• Jacob DeWitte and Caroline Cochran collectively beneficially own 21,159,091 shares, representing 12.2% of the outstanding Class A Common Stock.
• The outstanding shares of Class A Common Stock are reported as 173,919,838 as of April 6, 2026.
• Holdings are spread across various entities including personal accounts, GRATs, family trusts, and restricted stock units (RSUs).
• Recent transactions include dispositions of shares under a 10b5-1 trading plan and acquisitions through RSU vesting.
• Tax withholding obligations were settled by selling shares upon RSU vesting.
• Distributions and contributions between trusts and GRATs were also noted.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily an update on ownership structures and routine transactions rather than a significant strategic or financial event.

Positives

• Key individuals maintain a significant stake (12.2%) in Oklo Inc., indicating continued commitment.
• Restricted Stock Units (RSUs) are vesting, which can be seen as a positive indicator of employee/management incentive realization.
• The use of 10b5-1 trading plans suggests a structured and pre-planned approach to managing share sales, potentially reducing market impact.

Negatives

• A net disposition of shares occurred on March 2, 2026 (200,000 shares sold vs. 220,140 acquired through vesting, with 117,788 sold for tax withholding).
• The filing details complex trust and GRAT structures, which can sometimes indicate estate planning or tax optimization strategies rather than direct investment intent.

Risks

• The reliance on 10b5-1 plans for share sales could indicate a need for liquidity or a strategy to diversify holdings.
• The significant portion of shares held within trusts and GRATs may limit immediate disposability or direct control for the individuals.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future financial performance or strategic direction. It primarily focuses on reporting current beneficial ownership and recent transactions.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes in publicly traded companies, particularly in emerging sectors like advanced energy where Oklo Inc. operates. These filings provide transparency into the intentions and holdings of major investors and insiders, influencing market perception and strategic analysis.

Related Party Transactions

• Transactions involving shares held by Jacob DeWitte and Caroline Cochran (who are married) may be considered related party transactions due to shared beneficial ownership and familial ties.

Stakeholder Impact

• Shareholders: The filing provides transparency on significant holdings, which can influence investor confidence and perceptions of control. The structured nature of transactions via trusts and plans may suggest long-term strategic management of stakes.
• Management/Insiders: The RSU vesting and subsequent tax withholding transactions highlight the compensation and liquidity management aspects for key personnel.
• Regulatory Bodies: Compliance with SEC reporting requirements is maintained through this filing.

Next Steps

• Continued monitoring of Oklo Inc.'s filings for any further changes in beneficial ownership or significant corporate actions.
• Analysis of future stock performance in relation to the disclosed ownership structure and any subsequent transactions.

Key Dates

Keywords

Oklo Inc., Schedule 13D, Beneficial Ownership, Class A Common Stock, Jacob DeWitte, Caroline Cochran, 10b5-1 Trading Plan, Restricted Stock Units, Trusts, GRATs, SEC Filing