NuScale Power Corporation SEC Filings

Fluor Corporation reported on Form 4 that its affiliate holdings in NuScale Power Corp (SMR) changed on 08/12/2025. The filing shows a transaction coded C acquiring 15,000,000 Class A shares (via exchange of Class B units and Class B common stock) and records the same 15,000,000 Class A shares as newly acquired. After the reported transaction, Fluor-affiliated entities beneficially own a total of 111,400,219 shares of Class A common stock (directly or indirectly through Class B units and Class B common stock exchangeable into Class A). Ownership is held of record by Fluor Enterprises, Inc. and NuScale Holdings Corp., both tied to Fluor Corporation.

NuScale Power Corporation announced an at-the-market offering program under a Sales Agreement that permits the company to offer and sell shares of its Class A common stock with an aggregate offering price of up to $500,000,000. The program allows sales "from time to time at its sole discretion" through five named sales agents: UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc.

The filing also discloses that counsel O’Melveny & Myers LLP issued an opinion regarding the validity of the Shares and that that opinion and the firm's consent are included as exhibits to the report. Exhibits listed include the counsel opinion and consent and an interactive cover page data file.

NuScale Power Corporation entered an at-the-market sales agreement allowing it to offer and sell shares of its Class A common stock up to an aggregate offering price of $500,000,000. The program authorizes sales through five named sales agents and permits the company to control sale parameters such as the number of shares, timing, daily limits and minimum prices; sales may be executed on the New York Stock Exchange or other trading markets.

The company will pay sales agents a commission of up to 3% of gross proceeds, has provided customary indemnification and will issue Shares under an existing Form S-3ASR registration statement (File No. 333-289467). The prior at-the-market program under the 2024 sales agreement was terminated, and counsel issued an opinion regarding the validity of the Shares to be sold.

NuScale Power Corporation has entered a Sales Agreement with UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Canaccord Genuity LLC and Tuohy Brothers to offer up to $500,000,000 of Class A common stock on an "at the market" or negotiated basis. The company terminated its prior at-the-market program and may sell shares from time to time at prevailing market prices or in block transactions; sales agents are not required to sell any specific amount and may receive up to 3.0% of gross proceeds.

An illustrative scenario assumes sale of 12,706,480 shares at $39.35 per share for gross proceeds of $500,000,000, increasing NuScale's as-adjusted net tangible book value from $1.66 to $3.23 per share and producing an immediate dilution of $36.12 per share to new investors. Net proceeds are intended for general corporate purposes and the offering involves customary underwriting indemnities and fees; risks and dilution factors are described in the "Risk Factors" section.

NuScale Power Corporation has filed an automatic shelf registration that permits it to offer Class A common stock, preferred stock, depositary shares, debt securities, warrants and units from time to time. The prospectus describes broad offering flexibility and states proceeds will be used for general corporate purposes, including working capital, operating expenses and capital expenditures, with unused proceeds invested in short-term, investment-grade instruments.

The company reports authorized capitalization of 512,000,000 shares (332,000,000 Class A; 179,000,000 Class B; 1,000,000 preferred) and discloses 133,753,450 Class A shares and 150,983,449 Class B shares outstanding. NuScale highlights its core product, the NuScale Power Module™, as a 77 million watt unit. The prospectus also details governance features: the Board may create preferred stock without stockholder approval, anti-takeover provisions and an exclusive forum clause, and certain historical parties hold registration rights.

NuScale Power Corporation (NYSE: SMR) Q2-25 10-Q highlights:

• Revenue surged to $8.1 m (up 733% YoY) as Phase-2 engineering work for Romania’s RoPower advanced; 92% of revenue came from related-party Fluor.
• 6-month revenue reached $21.4 m vs. $2.3 m YoY.
• Q2 operating loss widened modestly to ($43.1 m), but net loss nearly halved to ($37.6 m) due to the prior-year warrant liability re-measurement. GAAP EPS improved to -$0.13 from -$0.31.
• Cash burn improved: operating cash outflow -$56.1 m (-$69.5 m YoY).
• Liquidity remains strong with $297.7 m cash, $123.1 m short-term investments and $69.2 m long-term investments; no debt.
• Raised $99.8 m gross via new ATM equity program; outstanding A-shares rose to 133.9 m.
• NRC issued Standard Design Approval for 77 MWe module in May 2025, clearing the regulatory path for U.S. deployment.
• Material weakness in IT & financial controls persists; remediation plan underway.
• Company continues transition from R&D to commercialization; workforce reduced 28% in Jan 2024; long-lead material commitments total $99.5 m.

Bottom line: NuScale shows accelerating revenue and ample liquidity following SDA approval, but profitability, customer concentration and control weaknesses remain key investor watch-points.

NuScale Power Corp. (SMR) – Form 144 filing discloses that an insider plans to sell up to 18,206 Class A shares through Fidelity Brokerage on or about 5 Aug 2025. Based on the issuer-supplied market price, the block is valued at $808,093. With 133.39 million shares outstanding, the proposed sale equals roughly 0.014 % of total equity, indicating limited dilution risk.

• Origin of shares: Restricted-stock vesting on 4 Aug 2025; classified as compensation, not an open-market purchase.
• Exchange: NYSE.
• No other insider sales were reported for the prior three months.

Form 144 is a notice; execution may vary with market conditions. While insider selling can be interpreted as a soft bearish signal, the small size relative to float suggests negligible direct market impact.