|4Feb 4, 5:56 PM ET

Cochran Caroline 4

4 · Oklo Inc. · Filed Feb 4, 2026

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Oklo (OKLO) 10% Owner Caroline Cochran Sells Shares

What Happened
Caroline Cochran, identified as a 10% owner of Oklo Inc. (OKLO), sold a total of 200,000 shares on February 2, 2026 in multiple open-market/private-sale transactions (transaction code S). The sales were executed in two identical sets of six tranches (100,000 shares each set) at weighted-average prices roughly from $73.81 to $78.20. Aggregate proceeds were $14,992,026 (about $15.0M). Per-tranche details (each set of six):

  • 16,181 shares @ $73.81 — $1,194,312
  • 43,819 shares @ $74.69 — $3,272,679
  • 29,636 shares @ $75.37 — $2,233,739
  • 7,768–7,769 shares @ $76.39 — ≈$593,450
  • 2,152–2,153 shares @ $77.67 — ≈$167,180
  • 443 shares @ $78.20 — $34,643

Key Details

  • Transaction date: February 2, 2026; Form 4 filed February 4, 2026 (within the typical 2‑business‑day window).
  • Total shares sold: 200,000; Total proceeds: $14,992,026.
  • Price ranges: tranches sold at weighted-average prices; underlying execution prices ranged approximately $73.30–$78.25 across tranches (see footnotes).
  • Shares owned after the transaction: not disclosed in the filing.
  • Notable footnotes: (F1) sales were effected pursuant to a Rule 10b5-1 trading plan adopted March 31, 2025; (F2–F7) reported prices are weighted averages covering specified per‑tranche price ranges; (F8–F9) notes regarding spouse-held/beneficial securities.
  • Transaction code: S = Sale.

Context
Caroline Cochran is a reported 10% owner — a large shareholder rather than a routine executive purchase signal. The sales were conducted under a pre-established 10b5-1 plan, which generally indicates pre-planned disposition and reduces the inference that the timing reflects non-public company information. This is a straightforward disposition (sale) for liquidity or portfolio-management reasons; it should not be taken alone as a signal about company fundamentals.

Insider Transaction Report

Form 4
Period: 2026-02-02
Cochran Caroline
DirectorCo-Founder, COO10% Owner
Transactions
  • Sale

    Class A Common Stock

    [F1][F2]
    2026-02-02$73.81/sh16,181$1,194,312782,842 total
  • Sale

    Class A Common Stock

    [F1][F3]
    2026-02-02$74.69/sh43,819$3,272,679739,023 total
  • Sale

    Class A Common Stock

    [F1][F4]
    2026-02-02$75.37/sh29,636$2,233,7391,360,364 total(indirect: By Caroline Cochran GRAT)
  • Sale

    Class A Common Stock

    [F1][F5]
    2026-02-02$76.39/sh7,768$593,4211,352,596 total(indirect: By Caroline Cochran GRAT)
  • Sale

    Class A Common Stock

    [F1][F6]
    2026-02-02$77.67/sh2,153$167,2201,350,443 total(indirect: By Caroline Cochran GRAT)
  • Sale

    Class A Common Stock

    [F1][F7]
    2026-02-02$78.20/sh443$34,6431,350,000 total(indirect: By Caroline Cochran GRAT)
  • Sale

    Class A Common Stock

    [F1][F2][F8]
    2026-02-02$73.81/sh16,181$1,194,312792,016 total(indirect: By Jacob DeWitte)
  • Sale

    Class A Common Stock

    [F1][F3][F8]
    2026-02-02$74.69/sh43,819$3,272,679748,197 total(indirect: By Jacob DeWitte)
  • Sale

    Class A Common Stock

    [F1][F4][F9]
    2026-02-02$75.37/sh29,636$2,233,7391,360,364 total(indirect: By Jacob DeWitte GRAT)
  • Sale

    Class A Common Stock

    [F1][F5][F9]
    2026-02-02$76.39/sh7,769$593,4971,352,595 total(indirect: By Jacob DeWitte GRAT)
  • Sale

    Class A Common Stock

    [F1][F6][F9]
    2026-02-02$77.67/sh2,152$167,1421,350,443 total(indirect: By Jacob DeWitte GRAT)
  • Sale

    Class A Common Stock

    [F1][F7][F9]
    2026-02-02$78.20/sh443$34,6431,350,000 total(indirect: By Jacob DeWitte GRAT)
Holdings
  • Class A Common Stock

    (indirect: By Trust)
    7,583,085
  • Class A Common Stock

    (indirect: By Caroline DeWitte GRAT No. 2)
    1,000,000
  • Class A Common Stock

    [F9]
    (indirect: By Trust)
    7,851,901
  • Class A Common Stock

    [F9]
    (indirect: By Jacob DeWitte GRAT No. 2)
    1,000,000
Footnotes (9)
  • [F1]The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted on March 31, 2025.
  • [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.30 - $74.30, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.31 - $75.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 - $76.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.01 - $77.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.02 - $78.01, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 - $78.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  • [F8]Represents securities held by the Reporting Person's spouse.
  • [F9]Represents securities beneficially owned by the Reporting Person's spouse.
Signature
/s/ Richard Craig Bealmear, Attorney-in-Fact|2026-02-04

Documents

1 file
  • 4
    ownership.xmlPrimary

    4