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

1. Name and Address of Reporting Person *

DeWitte Jacob
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
(Last)          (First)          (Middle)

C/O OKLO INC., 3190 CORONADO DR.
3. Date of Earliest Transaction (MM/DD/YYYY)

12/24/2025
(Street)

SANTA CLARA, CA 95054
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DeWitte Jacob
C/O OKLO INC.
3190 CORONADO DR.
SANTA CLARA, CA 95054
XXCo-Founder, CEO

Signatures
/s/ Richard Craig Bealmear, Attorney-in-Fact12/29/2025
**Signature of Reporting PersonDate


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).
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