SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DeWitte Jacob

(Last)

(First)

(Middle)

C/O OKLO INC.

3190 CORONADO DR.

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oklo Inc. [ OKLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Founder, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/24/2025		G		7,851,901	D	$0	928,197⁽¹⁾	D⁽²⁾
Class A Common Stock								7,851,901	I⁽²⁾	By the Jacob DeWitte Family Trust
Class A Common Stock								1,000,000⁽³⁾	I	By Jacob DeWitte GRAT No. 2
Class A Common Stock								1,580,000	I	By Jacob DeWitte GRAT
Class A Common Stock								1,580,000	I	By Caroline Cochran GRAT⁽⁴⁾
Class A Common Stock	12/24/2025		G		7,583,085	D	$0	919,023⁽⁵⁾	I⁽⁶⁾	By Caroline Cochran⁽⁷⁾
Class A Common Stock								7,583,085	I⁽⁶⁾	By the Caroline DeWitte Family Trust⁽⁴⁾
Class A Common Stock								1,000,000⁽⁸⁾	I	By Caroline DeWitte GRAT No. 2⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Excludes 1,000,000 shares previously owned directly which were contributed to a grantor retained annuity trust on December 24, 2025.

2. On December 24, 2025, the Reporting Person transferred 7,851,901 shares to the Jacob DeWitte Family Trust for no consideration. The Reporting Person is trustee of the trust. The Reporting Person, members of his family and certain charitable organizations are the beneficiaries of the trust. The Reporting Person remains the beneficial owner of the securities held by the trust.

3. These shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on December 24, 2025.

4. Represents securities beneficially owned by the Reporting Person's spouse.

5. Excludes 1,000,000 shares previously owned by the Reporting Person's spouse which were contributed to a grantor retained annuity trust on December 24, 2025.

6. On December 24, 2025, spouse of the Reporting Person transferred 7,583,085 shares to the Caroline DeWitte Family Trust for no consideration. Spouse of the Reporting Person is trustee of the trust. Spouse of the Reporting Person, members of her family and certain charitable organizations are the beneficiaries of the trust. Spouse of the Reporting Person remains the beneficial owner of the securities held by the trust.

7. Represents securities held by the Reporting Person's spouse.

8. These shares were previously reported as beneficially owned by the Reporting Person's spouse but were contributed to a grantor retained annuity trust on December 24, 2025.

	/s/ Richard Craig Bealmear, Attorney-in-Fact	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Co-Founder, CEO Dewitte Jacob gifted 15,434,986 shares (SEC Form 4)