[8-K] NuScale Power Corporation Reports Material Event

Rhea-AI Filing Summary

NuScale Power Corp. (SMR) disclosed a material definitive agreement on 31-Jul-25. Under the new Exchange and Lock-Up Agreement with related-party shareholder Fluor Enterprises, each Class B unitholder that already submitted an exchange notice may now convert up to 15 million Class B units (and an equal number of Class B common shares) into Class A common stock at the next quarterly exchange date, 12-Aug-25.

In return, Fluor has accepted significant transfer restrictions: (1) a 30-day lock-up on all Class A shares it receives and (2) thereafter, a cap limiting any sales or transfers to no more than 5 % of average daily trading volume until 31-Dec-26. The lock-up is designed to temper near-term market supply, while the larger exchange limit increases potential public float and long-term dilution. No financial results or guidance were included; the filing focuses solely on equity structure changes. The complete agreement is attached as Exhibit 10.1.

Positive

• 30-day lock-up on exchanged shares reduces immediate selling pressure.
• 5 % daily-volume cap through 2026 provides visibility on future share supply.

Negative

• Up to 15 million new Class A shares may enter the float, creating dilution risk.
• Potential extended share overhang persists until the volume cap expires on 31-Dec-26.

Insights

Equity Capital Markets Specialist

TL;DR – Larger share conversion allowed, but staged sell limits ease immediate overhang.

The expanded 15 MM-share exchange materially raises potential dilution—about 6 % of current basic shares—yet the 30-day lock-up plus the 5 %-of-volume cap until end-2026 significantly restricts Fluor’s ability to flood the market. From a capital-markets perspective, the structure balances NuScale’s need to honor conversion rights with shareholders’ desire for price stability. Near-term impact should be muted; dilution risk is longer-dated.

Risk Analyst

TL;DR – Dilution risk rises; governance risk limited by related-party lock-up.

Allowing larger Class B exchanges increases float and could pressure EPS when NuScale becomes profitable. However, negotiated resale limits mitigate short-term volatility and lower immediate governance concerns tied to Fluor’s insider status. Overall risk profile inches higher due to dilution but remains manageable given phased distribution.

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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): July 31, 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.

On July 31, 2025, NuScale Power Corporation (the “Company”) and NuScale Power, LLC, a subsidiary of the Company (“NuScale LLC” and, together with the Company, “NuScale”), entered into an Exchange and Lock-Up Agreement (the “Agreement”) with Fluor Enterprises, Inc., a related party of NuScale (“Fluor”).

In connection with the previously scheduled quarterly exchange on August 12, 2025 (the “Exchange”) by Class B unitholders of NuScale LLC of certain of their Class B units of NuScale LLC (together with the cancellation of a corresponding number of Class B common stock of the Company) into a corresponding number of shares of Class A common stock of the Company (“Class A Stock”), pursuant to the Agreement and the Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC, the Company has agreed to increase the exchangeable amount for each Class B unitholder that has previously submitted an elective notice to up to 15,000,000. Fluor has agreed, subject to certain limited customary carve-outs, to a 30-day lock-up with respect to any shares received in connection with the Exchange as well as limiting any sales or other transfers of such shares to no more than 5% of the daily trading volume of Class A Stock until December 31, 2026.

The form of Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Agreement and the terms of which are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
10.1		Exchange and Lock-Up Agreement, dated as of July 31, 2025, between NuScale and Fluor
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 1, 2025	By:	/s/ Robert Ramsey Hamady
	Name:	Robert Ramsey Hamady
	Title:	Chief Financial Officer

FAQ

Why did NuScale (SMR) file an 8-K on 31-Jul-25?

To announce an Exchange and Lock-Up Agreement that changes Class B unit conversion limits and imposes sale restrictions on Fluor.

How many Class B units can now be exchanged into Class A shares?

Up to 15 million units per eligible Class B unitholder for the 12-Aug-25 exchange.

What are the lock-up terms for Fluor’s exchanged shares?

A 30-day lock-up followed by a resale cap of 5 % of average daily trading volume until 31-Dec-26.

Does the filing include financial results or guidance?

No, it solely addresses the equity exchange and related restrictions.

Could this agreement dilute existing shareholders?

Yes. Converting 15 MM units could add roughly 6 % to the share count, though sales are time-phased.