Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


X0202 SCHEDULE 13D/A 0002021433 XXXXXXXX LIVE 6 Class A Common Stock, par value $0.0001 per share 07/01/2026 false 0001849056 02156V109 Oklo Inc. 3190 Coronado Drive Santa Clara CA 95054 Jacob DeWitte, c/o Oklo Inc. 844-200-3276 3190 Coronado Drive Santa Clara CA 95054 0002021433 N Jacob DeWitte OO N X1 0 20559091 0 20559091 20559091 N 11.1 IN Y Caroline Cochran OO N X1 0 20559091 0 20559091 20559091 N 11.1 IN Class A Common Stock, par value $0.0001 per share Oklo Inc. 3190 Coronado Drive Santa Clara CA 95054 This Amendment No. 6 ("Amendment") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on May 16, 2024 (as amended to date, the "Schedule 13D"), which relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Oklo Inc., a Delaware corporation (the "Issuer"). Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages is incorporated by reference to this Item 5. The Reporting Persons may be deemed to beneficially own an aggregate of 20,559,091 shares of Class A Common Stock, representing 11.1% of the Class A Common Stock outstanding based upon 184,836,005 shares of Class A Common Stock outstanding as of July 1, 2026, as provided to the Reporting Persons by the Issuer. The number of shares of Class A Common Stock outstanding was not obtained from a public filing made by the Issuer with the SEC. The information contained on the cover pages is incorporated by reference to this Item 5. The amounts reflected in the cover pages consist of (i) 511,533 shares of Class A Common Stock held of record by Mr. DeWitte; (ii) 536,483 shares of Class A Common Stock held by Mr. DeWitte's GRAT; (iii) 1,000,000 shares of Class A Common Stock held by Mr. DeWitte's GRAT No. 2; (iv) 506,807 shares of Class A Common Stock held by Mr. DeWitte's GRAT No. 3; (v) 7,851,901 shares of Class A Common Stock held by the Jacob DeWitte Family Trust; (vi) 478,039 shares of Class A Common Stock held of record by Ms. DeWitte (Cochran); (vii) 569,479 shares of Class A Common Stock held by Ms. DeWitte's (Cochran) GRAT; (viii) 1,000,000 shares of Class A Common Stock held by Ms. DeWitte's (Cochran) GRAT No. 2; (ix) 474,011 shares of Class A Common Stock held by Ms. DeWitte's (Cochran) GRAT No. 3; (x) 7,583,085 shares of Class A Common Stock held by the Caroline DeWitte Family Trust; (xi) 28,090 shares of Class A Common Stock vesting within 60 days of the date hereof pursuant to the terms of the restricted stock units held by Mr. DeWitte; and (xii) 19,663 shares of Class A Common Stock vesting within 60 days of the date hereof pursuant to the terms of the restricted stock units held by Ms. DeWitte (Cochran). The amounts reported herein do not include any vested RSUs which are not expected to settle within 60 days of the date of this filing. Mr. DeWitte and Ms. DeWitte (Cochran) are married and, as a result, may be deemed to share beneficial ownership of each other's securities. On June 1, 2026, the Reporting Persons disposed of an aggregate of 200,000 shares of Class A Common Stock in multiple transactions at prices ranging from $64.57 to $70.56 per share in a series of open-market transactions pursuant to their 10b5-1 Trading Plan entered into on March 31, 2025. On July 1, 2026, the Reporting Persons disposed of an aggregate of 200,000 shares of Class A Common Stock in multiple transactions at prices ranging from $51.52 to $54.30 per share in a series of open-market transactions pursuant to their 10b5-1 Trading Plan entered into on March 31, 2025. 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. None. Not applicable. Jacob DeWitte /s/ R. Craig Bealmear R. Craig Bealmear, Attorney-in-Fact 07/06/2026 Caroline Cochran /s/ R. Craig Bealmear R. Craig Bealmear, Attorney-in-Fact 07/06/2026