[8-K] NuScale Power Corporation Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• $500,000,000 aggregate offering capacity provides the company with significant financing flexibility
• Engagement of multiple recognized sales agents including UBS and TD Cowen supports broad market access
• Issuance is covered by an effective Form S-3ASR (File No. 333-289467), enabling streamlined offers
• Legal opinion from O'Melveny & Myers LLP confirming validity of Shares

Negative

• Potential dilution to existing shareholders if the company sells Shares under the program
• Sales agent fees of up to 3% of gross proceeds will reduce net proceeds from any sales

Insights

Securities/Capital Markets Analyst

TL;DR: NuScale established a flexible market equity program enabling up to $500M in capital raises through multiple major brokers.

The Sales Agreement creates an at-the-market issuance capacity of $500,000,000, executed through UBS, TD Cowen, B. Riley, Canaccord and Tuohy Brothers. This structure gives the company discretion on timing and volume, allowing opportunistic access to public equity without an overnight block sale. The up to 3% commission is within normal ranges for ATM distribution arrangements. The offering is supported by an effective Form S-3ASR registration and a counsel opinion confirming share validity. Termination of the prior 2024 program simply consolidates issuance authority under the new agreement.

Corporate Governance / Finance Counsel

TL;DR: Agreement aligns with standard market practice: registered shelf support, multiple agents, customary indemnities and counsel opinion.

The Sales Agreement formalizes standard legal and commercial protections: agent commissions, indemnification and contribution rights, and mechanics for Rule 415(a)(4) at-the-market sales, including NYSE execution. Issuance under an effective Form S-3ASR and a legal opinion from O'Melveny & Myers LLP address customary regulatory and corporate-law prerequisites for share issuance. The contract termination of the earlier 2024 agreement centralizes issuance authority; no other governance changes are disclosed.

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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.

On August 11, 2025, NuScale Power Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with 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 (the “Common Stock”), 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” (together, the “Sales Agents”).

Under the Sales Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms of the Sales Agreement, the sales agent may sell the Shares by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made through The New York Stock Exchange or any other trading market for the Common Stock.

The Company will pay the sales agent a commission equal to up to 3% of the gross sales proceeds of any Shares sold through the sales agent under the Sales Agreement, and has provided each sales agent with customary indemnification and contribution rights.

The Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with the terms and conditions set forth therein.

Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-289467), which was filed with the Securities and Exchange Commission (“SEC”) on August 11, 2025 and became automatically effective upon filing pursuant to Rule 462(e) under the Securities Act. The Company filed a prospectus supplement, dated August 11, 2025, with the SEC in connection with the offer and sale of the Shares pursuant to the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

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 1.02. Termination of a Material Definitive Agreement.

In connection with the entry into the Sales Agreement, the Company terminated its at-the-market offering program pursuant to its prior sales agreement, dated as of November 8, 2024 (“2024 Sales Agreement”), between the Company and the sales agents named therein.

The foregoing description of the 2024 Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the 2024 Sales Agreement, a copy of which is filed as Exhibit 1.1 to the Company's Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2024.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
1.1		Sales Agreement, dated as of August 11, 2025, between the Company and the Sales Agents
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 11, 2025	By:	/s/ Robert Ramsey Hamady
	Name:	Robert Ramsey Hamady
	Title:	Chief Financial Officer

FAQ

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

The company entered an at-the-market Sales Agreement to offer and sell Class A common stock up to an aggregate offering price of $500,000,000 through designated sales agents.

Who are the sales agents for NuScale's (SMR) offering?

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

How much commission will NuScale (SMR) pay the sales agents?

The company will pay the sales agents a commission of up to 3% of the gross sales proceeds for Shares sold under the Sales Agreement.

Under what registration will the Shares be issued and sold?

Any Shares offered will be issued and sold pursuant to the company's Form S-3ASR registration statement (File No. 333-289467), which is referenced in the filing.

Did NuScale (SMR) replace a prior at-the-market program?

Yes. The company terminated its prior at-the-market offering program under the 2024 Sales Agreement in connection with entering the new Sales Agreement.