SEC FORM 4

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).

1. Name and Address of Reporting Person ^*

Pratt Annie

(Last)

(First)

(Middle)

C/O NXU, INC.

1828 N HIGLEY RD., SUITE 116

(Street)

MESA

85205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nxu, Inc. [ NXU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/09/2023		S⁽¹⁾		10	D	$ 0.2	73 ⁽²⁾	D
Class A Common Stock	08/09/2023		S⁽¹⁾		54	D	$ 0.3	19 ⁽²⁾	D
Class A Common Stock	09/11/2023		S⁽³⁾		29	D	$ 0.18	3,280 ⁽²⁾	D
Class A Common Stock	10/10/2023		S⁽⁴⁾		14	D	$ 0.11	258 ⁽²⁾	D
Class A Common Stock	10/10/2023		S⁽⁴⁾		113	D	$ 0.13	146 ⁽²⁾	D
Class A Common Stock	10/11/2023		S⁽⁴⁾		2	D	$ 0.11	145 ⁽²⁾ ⁽⁵⁾	D
Class A Common Stock	10/19/2023		A		15	A	⁽⁶⁾	160 ⁽⁷⁾	D
Class A Common Stock	10/23/2024		A		133,325 ⁽⁸⁾	A	⁽⁶⁾	133,483 ⁽²⁾	D
Class A Common Stock	11/08/2024		S⁽⁹⁾		40,224	D	$ 0.3478	93,260 ⁽²⁾	D
Class A Common Stock	11/08/2024		S⁽⁹⁾		1,023	D	$ 0.33	92,237 ⁽²⁾	D
Class A Common Stock	11/18/2024		S⁽¹⁰⁾		5,466	D	$ 0.29	86,772 ⁽²⁾ ⁽¹¹⁾	D
Class A Common Stock	11/19/2024		S⁽¹⁰⁾		1,613	D	$ 0.27	85,159 ⁽²⁾ ⁽¹¹⁾	D
Class A Common Stock	11/19/2024		S⁽¹⁰⁾		2,477	D	$ 0.25	82,683 ⁽²⁾ ⁽¹¹⁾	D
Class A Common Stock	11/20/2024		S⁽¹⁰⁾		3,593	D	$ 0.24	79,091 ⁽²⁾ ⁽¹¹⁾	D
Class A Common Stock	11/20/2024		S⁽¹⁰⁾		87	D	$ 0.25	79,004 ⁽²⁾ ⁽¹¹⁾	D
Class A Common Stock	12/05/2024		S⁽¹²⁾		4,625	D	$ 0.2304	74,380 ⁽²⁾	D
Class A Common Stock	12/10/2024		S⁽¹²⁾		4,279	D	$ 0.2413	70,102 ⁽²⁾	D
Class A Common Stock	01/15/2025		S⁽¹³⁾		5,761	D	$ 0.5606	64,343 ⁽²⁾	D
Class A Common Stock	01/17/2025		S⁽¹⁴⁾		4,694	D	$ 0.5404	59,650 ⁽²⁾	D
Class A Common Stock	01/22/2025		S⁽¹⁵⁾		1,219	D	$ 0.5325	58,431 ⁽²⁾	D
Class A Common Stock	01/24/2025		S⁽¹⁵⁾		1,124	D	$ 0.5486	57,308 ⁽²⁾	D
Class A Common Stock	01/24/2025		F		1,180	D	$ 0.616	56,129 ⁽²⁾	D
Class A Common Stock	02/27/2025		S⁽¹⁶⁾		1,146	D	$ 0.2707	54,984 ⁽²⁾	D
Class A Common Stock	03/03/2025		S⁽¹⁷⁾		1,759 ⁽¹⁸⁾	D	$ 0.26	53,225 ⁽²⁾	D
Class A Common Stock	03/05/2025		S⁽¹⁸⁾		1,535	D	$ 0.2405	51,691 ⁽²⁾	D
Class A Common Stock	03/07/2025		S⁽¹⁹⁾		1,644	D	$ 0.2357	50,048 ⁽²⁾	D
Class A Common Stock	03/11/2025		S⁽¹⁹⁾		1,444	D	$ 0.2239	58,604 ⁽²⁾	D
Class A Common Stock								24,246 ⁽²⁰⁾	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On August 18, 2023, the reporting person reported that 187,602 shares of Class A common stock ("Common Stock") of Nxu, Inc. (the "Issuer") (approximately 64 shares on a post-multiple-reverse stock split basis as described in footnote (2) hereof) were withheld by the Issuer to satisfy tax withholding obligations relating to the vesting and settlement of restricted stock units ("RSUs"). However, such shares were sold in "sell to cover" transactions to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code and other information applicable to such transactions.

2. The Issuer effected a 1-for-150 reverse stock split on December 27, 2023, and subsequently effected a 1-for-20 reverse stock split on March 31, 2025. The number of shares reported in this Form 4/A reflects the number of shares after giving effect to the reverse stock splits, rounding up to the nearest whole share. As a result, the number of shares beneficially owned following a transaction as reported herein may not reflect the actual number of shares beneficially owned at the time of such transaction due to rounding.

3. On September 12, 2023, the reporting person reported that 85,505 shares of Common Stock (approximately 29 shares on a post-multiple-reverse stock split basis) were withheld by the Issuer to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold in a "sell to cover" transaction to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code applicable to such transaction.

4. On October 18, 2023, the reporting person reported that 378,368 shares of Common Stock (approximately 129 shares on a post-multiple-reverse stock split basis) were withheld by the Issuer on September 30, 2023 to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold in multiple "sell to cover" transactions on October 10, 2023 and October 11, 2023 to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code and other information relating to such transactions.

5. On April 19, 2024, the reporting person reported that she sold 23,100 shares of Common Stock on October 19, 2023 to cover tax withholding obligations and other applicable fees in connection with the vesting and settlement of performance stock units. Such transaction did not occur. This Form 4/A corrects the holdings of the reporting person.

6. Each RSU represents a contingent right to receive one share of Common Stock.

7. On April 18, 2024, the reporting person reported that she acquired 66,667 RSUs (approximately 23 RSUs on a post-multiple-reverse stock split basis) on September 15, 2023. This Form 4/A corrects the information set forth therein to report the acquisition of 43,613 RSUs (approximately 15 RSUs on a post-multiple-reverse stock split basis) on or around October 19, 2023.

8. The reporting person was granted 2,666,469 RSUs (approximately 133,325 RSUs on a post-reverse stock split basis) under the Amendment to Employment Agreement, dated as of October 23, 2024, between the Issuer and the reporting person. The RSUs will be delivered in installments in such amounts as the Issuer determines may be delivered without jeopardizing its ability to continue as a going concern, and until the earlier of the date all the RSUs have been delivered or the date that is no later than 5 business days prior to the closing of the merger contemplated by a merger agreement, dated as of October 23, 2024, among the Issuer, Verde Bioresins, Inc. and the Issuer's merger subsidiaries. Any RSUs that have not been delivered as of such earlier date will be forfeited for no consideration.

9. On November 15, 2024, the reporting person reported that 824,922 shares of Common Stock (approximately 275 shares on a post-multiple-reverse stock split basis) were withheld by the Issuer to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold in a "sell to cover" transaction to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code applicable to such transaction.

10. Reflects a "sell to cover" transaction to cover tax withholding obligations relating to the vesting and settlement of RSUs previously granted to the reporting person.

11. On November 21, 2024, the reporting person filed a Form 4/A that incorrectly reported the number of shares of Common Stock beneficially owned following the reported transactions. This Form 4/A corrects the holdings of the reporting person.

12. On December 18, 2024, the reporting person reported that 85,564 and 92,483 shares of Common Stock (approximately 4,279 and 4,625 shares, respectively, on a post-reverse stock split basis) were withheld by the Issuer on December 6, 2024 and December 3, 2024, respectively, to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold in multiple "sell to cover" transactions on December 10, 2024 and December 5, 2024 to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code and other information relating to such transactions.

13. On January 17, 2025, the reporting person reported that 115,185 shares of Common Stock (approximately 5,761 shares on a post-reverse stock split basis) were withheld by the Issuer to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold in a "sell to cover" transaction to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code applicable to such transaction.

14. On January 22, 2025, the reporting person reported that 93,859 shares of Common Stock (approximately 4,694 shares on a post-reverse stock split basis) were withheld by the Issuer to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold in a "sell to cover" transaction to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code applicable to such transaction.

15. On January 24, 2025, the reporting person reported that 24,375 and 22,459 shares of Common Stock (approximately 1,219 and 1,124 shares, respectively, on a post-reverse stock split basis) were withheld by the Issuer on January 22, 2025 and January 24, 2025, respectively, to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold on such dates in multiple "sell to cover" transactions on such dates to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code and other information relating to such transactions.

16. On February 28, 2025, the reporting person reported that 22,896 shares of Common Stock (approximately 1,146 shares on a post-reverse stock split basis) were withheld by the Issuer to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold in a "sell to cover" transaction to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code applicable to such transaction.

17. On March 5, 2025, the reporting person reported that 35,505 shares of Common Stock (approximately 1,775 shares on a post-reverse stock split basis) were withheld by the Issuer on March 3, 2025 to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, 35,180 shares (approximately 1,759 shares on a post-reverse stock split basis) were sold in a "sell to cover" transaction to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code, number of shares sold and other information applicable to such transaction.

18. On March 18, 2025, the reporting person reported that 30,681 shares of Common Stock (approximately 1,535 shares on a post-reverse stock split basis) were withheld by the Issuer on March 5, 2025 to satisfy tax withholding obligations relating to the vesting and settlement of RSUs. However, such shares were sold in a "sell to cover" transaction to cover such tax withholding obligations. This Form 4/A reports the correct Transaction Code applicable to such transaction.

19. On March 18, 2025, the reporting person reported that 32,870 and 28,863 shares (approximately 1,644 and 1,444 shares, respectively, on a post-reverse stock split basis) were purchased on March 7, 2025 and March 11, 2025, respectively. However, such shares were sold on such dates in "sell to cover" transactions to cover tax withholding obligations relating to the vesting and settlement of RSUs. This Form 4/A reports the correct Transaction Codes and other information relating to such transactions.

20. Since the reported person's last reported transaction, the reporting person forfeited 487,169 RSUs (approximately 24,359 RSUs on a post-reverse stock split basis). This Form 4/A reflects the current holdings of the reporting person.

	/s/ Annie Pratt	05/07/2025
	** Signature of Reporting Person	Date
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