[8-K] NuScale Power Corporation Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Authorization of an at-the-market program up to $500,000,000 provides clear financing capacity
• Flexible execution: company may sell shares "from time to time at its sole discretion"
• Multiple established broker-dealers engaged (UBS, TD Cowen, B. Riley, Canaccord, Tuohy Brothers)
• Legal opinion and consent from O’Melveny & Myers LLP filed as exhibits

Negative

• Potential dilution to existing shareholders if and when shares are sold under the program
• No disclosure of use of proceeds in the filing, leaving investors without clarity on funding plans
• No pricing or sales cadence details provided, so market impact and timing are uncertain

Insights

Capital Markets Analyst

TL;DR: NuScale set up a flexible $500M ATM program with major dealers, expanding its ability to access equity markets.

The Sales Agreement establishes an at-the-market program enabling the company to sell up to $500,000,000 of Class A common stock through several recognized broker-dealers. For capital markets, this creates a ready channel to raise equity periodically at market prices, providing financing flexibility without a fixed follow-on offering. Key considerations for investors include potential supply overhang and dilution depending on volume sold and timing. The filing includes counsel's legal opinion and the brokers' engagement, but does not disclose pricing mechanics, planned issuance cadence, or use of proceeds.

Corporate Governance & Finance Expert

TL;DR: The agreement is a standard capital-markets tool that increases financing options but raises governance questions on timing and shareholder impact.

From a governance perspective, the company may issue shares "from time to time at its sole discretion," which centralizes execution decisions with management and the engaged agents. The participation of multiple underwriters and a legal opinion from O’Melveny & Myers LLP indicates procedural thoroughness. Material omissions for investors include any stated limits on sales cadence, explicit anti-dilution protections, or designated use of proceeds. Overall, the arrangement is material but routine; implications depend on subsequent issuance activity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 11, 2025

NuScale Power Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-39736	98-1588588
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1100 NE Circle Blvd., Suite 200 Corvallis, OR	97330
(Address of principal executive offices)	(Zip Code)

(971) 371-1592

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		SMR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the Sales Agreement, dated August 11, 2025 (the “Sales Agreement”), entered into by NuScale Power Corporation (the “Company”) and UBS Securities LLC (“UBS”), TD Securities (USA) LLC (“TD Cowen”), B. Riley Securities, Inc. (“B. Riley”), Canaccord Genuity LLC (“Canaccord”) and Tuohy Brothers Investment Research, Inc. (“Tuohy Brothers”), with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class A common stock, par value $0.0001 per share, having an aggregate offering price of up to $500,000,000 (the “Shares”) through any of UBS, TD Cowen, B. Riley, Canaccord or Tuohy Brothers as its sales agent, O’Melveny & Myers LLP, counsel to the Company, has issued an opinion to the Company, dated August 11, 2025, relating to the validity of the Shares to be issued and sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
5.1		Opinion of O’Melveny & Myers LLP
23.1		Consent of O’Melveny & Myers LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NuScale Power Corporation
Date: August 12, 2025	By:	/s/ Robert Ramsey Hamady
	Name:	Robert Ramsey Hamady
	Title:	Chief Financial Officer

FAQ

What did NuScale (SMR) announce in this 8-K?

The company entered a Sales Agreement establishing an at-the-market offering program to sell up to $500,000,000 of Class A common stock through named sales agents.

Which firms will act as sales agents for the SMR ATM program?

The sales agents named are UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc.

Does the filing specify how NuScale will use proceeds from the ATM offering?

No. The filing does not state any use of proceeds or allocation plans.

Are there legal opinions or exhibits included with the 8-K for SMR?

Yes. The filing references an opinion of O’Melveny & Myers LLP regarding the validity of the Shares and the firm’s consent, both included as exhibits.

Will NuScale be required to sell shares under a set schedule?

No. The program permits the company to sell shares from time to time at its sole discretion; no fixed schedule is disclosed.