| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Oklo Inc. [ OKLO ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/30/2026 | J(1) | 474,011 | A | $0 | 7,583,085(2) | I | By the Caroline DeWitte Family Trust | ||
| Class A Common Stock | 03/31/2026 | J(1) | 474,011 | A | $0 | 474,011(2) | I | By Caroline DeWitt GRAT No. 3 | ||
| Class A Common Stock | 718,039(2) | D | ||||||||
| Class A Common Stock | 729,479(2) | I | By Caroline Cochran GRAT | |||||||
| Class A Common Stock | 1,000,000(2) | I | By Caroline DeWitte GRAT No. 2 | |||||||
| Class A Common Stock | 03/30/2026 | J(3) | 506,807 | A | $0 | 7,851,901 | I | By the Jacob DeWitte Family Trust(4) | ||
| Class A Common Stock | 03/31/2026 | J(3) | 506,807 | A | $0 | 506,807 | I | By Jacob DeWitte GRAT No.3(4) | ||
| Class A Common Stock | 751,533 | I | By Jacob DeWitte(5) | |||||||
| Class A Common Stock | 696,483 | I | By Jacob DeWitte GRAT(4) | |||||||
| Class A Common Stock | 1,000,000 | I | By Jacob DeWitte GRAT No. 2(4) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On March 30, 2026, 474,011 shares were distributed to the Caroline DeWitte Family Trust as an annuity distribution pursuant to the terms of the Caroline Cochran GRAT, the Reporting Person's grantor retained annuity trust. On March 31, 2026, the same 474,011 shares held by the Caroline DeWitte Family Trust were contributed to the Caroline DeWitte GRAT No.3 in connection with the funding of the Caroline DeWitte GRAT No. 3 |
| 2. For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission. |
| 3. On March 30, 2026, 506,807 shares were distributed to the Jacob DeWitte Family Trust as an annuity distribution pursuant to the terms of the Jacob DeWitte GRAT, the Reporting Person's spouse's grantor retained annuity trust. On March 31, 2026, the same 506,807 shares held by the Jacob DeWitte Family Trust were contributed to the Jacob DeWitte GRAT No. 3 in connection with the funding of the Jacob DeWitte GRAT No. 3. |
| 4. Represents securities beneficially owned by the Reporting Person's spouse. |
| 5. Represents securities held by the Reporting Person's spouse. |
| Remarks: |
| /s/ Richard Craig Bealmear, Attorney-in-Fact | 04/01/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||