Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Cochran Caroline 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, COO (Last) (First) (Middle) C/O OKLO INC., 3190 CORONADO DR. 3. Date of Earliest Transaction (Month/Day/Year) 03/12/2026 (Street) SANTA CLARA, CA 95054 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Class A Common Stock 03/12/2026 M 78,652 A $59.59 757,676(1) D Class A Common Stock 03/12/2026 M 5,191 A $59.59 762,867(1) D Class A Common Stock 03/13/2026 S(2) 44,828 D $60 718,039(1) D Class A Common Stock 1,310,000(1) I By Caroline Cochran GRAT Class A Common Stock 1,000,000(1) I By Caroline DeWitte GRAT No. 2 Class A Common Stock 7,583,085(1) I By the Caroline DeWitte Family Trust Class A Common Stock 03/12/2026 M 112,360 A $59.59 800,556 I By Jacob DeWitte(3) Class A Common Stock 03/12/2026 M 23,937 A $59.59 824,493 I By Jacob DeWitte(3) Class A Common Stock 03/13/2026 S(4) 72,960 D $60 751,533 I By Jacob DeWitte(3) Class A Common Stock 1,310,000 I By Jacob DeWitte GRAT(5) Class A Common Stock 1,000,000 I By Jacob DeWitte GRAT No. 2(5) Class A Common Stock 7,851,901 I By the Jacob DeWitte Family Trust(5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Restricted Stock Units

(6)

03/12/2026

M

78,652

(7)

(7)

Class A Common Stock

78,652

$ 0

117,977

D

Restricted Stock Units

(8)

03/12/2026

M

5,191

(9)

(9)

Class A Common Stock

5,191

$ 0

10,383

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cochran Caroline C/O OKLO INC. 3190 CORONADO DR. SANTA CLARA, CA 95054	X	X	Co-Founder, COO

Signatures

/s/ Richard Craig Bealmear, Attorney-in-Fact		03/16/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
(3)	Represents securities held by the Reporting Person's spouse.
(4)	Represents the number of shares sold by the Reporting Person's spouse to cover tax withholding obligations in connection with the vesting and settlement of the RSUs listed in Table II. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person's spouse.
(5)	Represents securities beneficially owned by the Reporting Person's spouse.
(6)	Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 112,360 and 78,652 restricted stock units were released to Mr. DeWitte and Ms. Cochran, respectively.
(7)	The RSUs vest in 12 substantially equal quarterly installments beginning on August 9, 2024.
(8)	Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On March 12, 2026, 23,937 and 5,191 RSUs were released to Mr. DeWitte and Ms. Cochran, respectively.
(9)	On December 22, 2025, the Reporting Person was granted 15,574 RSUs, vesting in three substantially equal annual installments beginning on December 31, 2025.

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