NUSCALE POWER Corp SEC Filing

NuScale Power (SMR): Form 144 filed for a proposed sale of Class A common stock.

Accepted by SEC EDGAR 11/07/2025 - 03:13 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

NuScale Power (SMR): Form 144 filed for a proposed sale of Class A common stock. The notice covers up to 110,936,472 shares with an aggregate market value of $3,600,997,881. The filer lists Goldman, Sachs & Co. LLC as broker, with sales on the NYSE and an approximate sale date of November 10, 2025.

The shares were acquired on November 7, 2025 pursuant to an exchange of Class B common units of NuScale Power, LLC. Shares outstanding were 167,659,304. Recent activity shows sales by Fluor Corp on multiple days in September–October 2025, such as 2,372,563 shares on September 19 and 1,213,069 shares on September 22.

Insights

Capital markets analyst

Large Rule 144 sale notice; execution depends on market conditions.

This Form 144 signals a potential secondary sale of NuScale Class A shares by an existing holder. The filing lists up to 110,936,472 shares with an aggregate value of $3,600,997,881, a significant block that, if sold, would occur via Goldman Sachs on the NYSE after November 10, 2025.

The shares were acquired on November 7, 2025 through an exchange of Class B units of NuScale Power, LLC, indicating conversion into publicly tradable Class A stock. The document also records multiple prior sales in September–October 2025, providing a sense of recent selling activity by the same holder.

Actual market impact will depend on execution method and pace. The notice outlines intent and key parameters; activity will be determined by subsequent transactions disclosed through market prints or future filings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NuScale Power (SMR) disclose in this Form 144?

A proposed sale of up to 110,936,472 shares of Class A common stock with an aggregate market value of $3,600,997,881.

Who is the broker and where will the shares trade for SMR?

The broker is Goldman, Sachs & Co. LLC, and sales are listed for the NYSE.

What is the approximate date of sale for the SMR shares?

The filing lists an approximate sale date of November 10, 2025.

How were the shares to be sold by SMR’s holder acquired?

They were acquired on November 7, 2025 via an exchange of Class B common units of NuScale Power, LLC.

How many SMR shares were outstanding?

Shares outstanding were 167,659,304.

Which prior sales by the holder are listed?

Examples include 2,372,563 shares on September 19, 2025 and 1,213,069 on September 22, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001124198
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	NuScale Power Corp
SEC File Number	001-39736
Address of Issuer	1100 NE Circle Blvd., Suite 200 Corvallis OREGON 97330
Phone	971-371-1592
Name of Person for Whose Account the Securities are To Be Sold	Fluor Corp
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director
Relationship to Issuer	10% Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Goldman, Sachs & Co. LLC 200 West St. New York NY 10282	110936472	3600997881	167659304	11/10/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	11/07/2025	Pursuant to the exchange of Class B common units of NuScale Power, LLC	Issuer			110936472	11/07/2025	Exchange of Class B common units

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/16/2025	771543	28745763.32
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/17/2025	577046	20776541.23
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/18/2025	1193504	46488532.36
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/19/2025	2372563	104370469.91
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/22/2025	1213069	54397289.25
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/23/2025	981688	41909242.41
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/24/2025	773921	31337996.09
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/25/2025	965049	36356194.47
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/26/2025	588720	22354051.63
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/29/2025	697210	27156747.83
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	09/30/2025	909055	33376227.04
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	10/01/2025	532354	19441781.02
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	10/02/2025	863912	33193140.47
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	10/03/2025	797572	31878713.57
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	10/06/2025	854033	36216977.43
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	10/07/2025	820861	33387700.31
Fluor Corp 6700 Las Colinas Boulevard Irving TX 75039	Class A Common Stock	10/08/2025	87900	3479178.69

144: Remarks and Signature

Remarks	In accordance with interpretive letters from the SEC to Goldman, Sachs & Co. (12/20/99) and Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Inc. (12/1/11), the shares being sold are expected to be subject to a post-paid forward sale contract ("Contract") with a financial institution. At maturity, the seller expects to deliver the number of shares described herein and receive a cash payment based on the VWAP of the Common Stock during a valuation period determined by the financial institution, subject to an agreed maturity window. The seller expects to pledge the shares subject to the Contract as collateral. Any hedging activity in connection with the Contract would be conducted by or through the broker named herein.
Date of Notice	11/07/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Kevin B. Hammonds, Executive Vice President, Chief Legal Officer and Corporate Secretary
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)