NuScale Power Corporation SEC Filings

NuScale Power Corp director reports stock grant for board service

A NuScale Power Corp director reported receiving 3,702 shares of Class A Common Stock on December 31, 2025. The filing explains that these shares were granted in lieu of quarterly director fees, meaning the director took company stock instead of a cash payment for board service. The reported transaction price was $14.17 per share, and following this grant a total of 86,280 shares of Class A Common Stock were beneficially owned indirectly through the Kent Kresa Trust, dated November 14, 2006.

NuScale Power Corporation reported that stockholders approved an amendment to its Certificate of Incorporation to increase authorized Class A common stock from 332,000,000 to 662,000,000 shares. The Certificate of Amendment was filed with the Delaware Secretary of State and became effective on December 16, 2025.

At the special meeting held on December 16, 2025, 213,044,209 shares of common stock were represented in person or by proxy, and a quorum was present. As of the November 17, 2025 record date, 282,843,482 Class A shares and 19,881,099 Class B shares were outstanding and eligible to vote. The share increase proposal passed with 184,482,987 votes for, 27,954,729 against and 606,493 abstentions, so a related adjournment proposal was rendered moot and not called for a vote.

NuScale Power Corp (SMR) Chief Financial Officer Robert Ramsey Hamady reported an option exercise and share sale. On 12/08/2025, he exercised employee stock options covering 40,000 shares of Class A common stock at an exercise price of $3.20 per share, acquiring those shares. On the same date, he sold 40,000 shares of Class A common stock at a price of $22.17 per share under a pre-arranged Rule 10b5-1 trading plan adopted on September 9, 2025. After these transactions, he directly owned 46,283 shares of Class A common stock and held 185,625 employee stock options, which were originally granted on February 28, 2024 and vest in three annual installments beginning on the grant date anniversary.

SMR filed a notice of proposed sale under Rule 144 covering 40,000 shares of its Class A stock. These shares have an indicated aggregate market value of $886,800.00 and are planned to be sold through Fidelity Brokerage Services LLC on the NYSE, with an approximate sale date of 12/08/2025. The filing notes that there were 167,659,304 shares of this class outstanding at the time referenced.

The 40,000 Class A shares to be sold were acquired on 12/08/2025 through an option that was originally granted on 02/28/2024, with the purchase price paid in cash. By signing the notice, the selling party represents that they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.

NuScale Power Corp29,131 restricted stock units tied to NuScale’s Class A common stock. These units vest in three equal installments starting on the first anniversary of the grant date, meaning the award is structured to vest over three years as continued service-based compensation.

NuScale Power Corporation has called a virtual special stockholder meeting for December 16, 2025 to vote on a major share authorization change. The Board asks investors to approve an amendment to the certificate of incorporation that would increase authorized Class A common stock from 332,000,000 to 662,000,000 shares, raising total authorized capital stock to 842,000,000 shares. As of November 17, 2025, all 332,000,000 Class A shares were either issued or reserved, including 49,156,518 shares reserved for exchanges of Class B stock, equity plans and an at-the-market equity program.

The Board explains that NuScale has not yet commercialized its NuScale Power Module™ and currently relies on U.S. Department of Energy cost-sharing awards, a Romanian subcontract, and at-the-market stock sales to fund operations, and expects losses for the near to medium term. Management says additional authorized shares are needed to support capital raising, strategic deals and equity compensation. The filing highlights potential dilution and possible anti-takeover effects if more shares are issued, and cautions that failure to approve the increase could severely limit financing options and may create substantial doubt about NuScale’s ability to continue as a going concern.

NuScale Power Corporation announced several governance updates. Effective November 22, 2025, Jacqueline F. Engel will complete her service as Interim Vice President, Accounting, and the Board has appointed David Tonnel as Chief Accounting Officer, who will also serve as principal accounting officer. He previously served as Senior Vice President, Accounting and has extensive accounting leadership experience at Transocean Ltd.

The Board approved an amendment to the company’s Amended and Restated Bylaws to formally designate the Chief Accounting Officer as a corporate officer and remove the requirement that the Controller also hold that role. In addition, the Board adopted a deferred compensation plan for non-employee directors, allowing them to elect to defer cash retainers (including amounts paid in Class A common stock) and restricted stock units until separation from service, a change in control, death, or disability.

NuScale Power (SMR): Ownership update. Doosan Enerbility Co., Ltd. filed a Schedule 13G/A (Amendment No. 4) stating it now beneficially owns 3,902,061 shares of Class A common stock, representing 2.9% of the class. The filing notes the company has ceased to be a beneficial owner of more than five percent, and this amendment constitutes an exit filing for that threshold.

Doosan reports sole voting and dispositive power over 3,902,061 shares. The percentage is calculated based on 133,893,376 shares outstanding as of August 5, 2025, as reported by the issuer. The date of the event triggering the filing is September 30, 2025. The certification states the securities were not acquired or held to change or influence control.

NuScale Power (SMR): Schedule 13D/A Amendment No. 6 filed by Fluor Corporation and affiliates updates their ownership and recent transactions. The group reports beneficial ownership of 111,400,219 shares, representing 37.3% of the combined Class A and Class B shares. As context, shares outstanding were 167,659,304 Class A and 130,817,571 Class B as of October 31, 2025.

Key changes include conversions and exchanges of Class B units into Class A: 463,747 units converted on October 22, 2025, and 110,936,472 units exchanged on November 7, 2025. Fluor also entered a letter agreement to sell 71,000,000 Class A shares at a variable price calculated at program expiration, with completion in Q1 2026; the dealer may not terminate the program before January 15, 2026. In a voting agreement, Fluor committed to support amendments to increase authorized Class A shares and related adjournments. A concurrent TRA amendment reduces by 50% any tax payments due to Fluor under the existing tax receivable agreement.