What registration statement covers NuScale Power’s (SMR) ATM share sales?

The shares under the ATM are issued pursuant to NuScale’s Form S-3ASR registration statement (File No. 333-289467) . A prospectus supplement dated August 11, 2026, was filed in connection with the offer and sale of these shares.

NuScale Power (SMR) launches $750M at-the-market Class A stock offering program

Q: What stock offering program did NuScale Power (SMR) establish in this 8-K?

NuScale Power established an at-the-market offering program for its Class A common stock. The company may sell shares from time to time through designated sales agents, using exchanges such as the New York Stock Exchange for Rule 415(a)(4) transactions.

Q: How large is NuScale Power’s (SMR) at-the-market offering program?

The at-the-market program covers up to $750,000,000 of NuScale’s Class A common stock. Shares may be issued and sold over time at the company’s discretion under the Sales Agreement with multiple sales agents.

Q: Which firms are acting as sales agents for NuScale Power’s (SMR) ATM program?

The sales agents are UBS Securities, B. Riley Securities, Canaccord Genuity, Craig-Hallum Capital Group, TCBI Securities (Texas Capital Securities), and Tuohy Brothers . Any of these may execute at-the-market sales of NuScale’s Class A common stock.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NuScale Power Corporation entered into a Sales Agreement with UBS Securities, B. Riley Securities, Canaccord Genuity, Craig-Hallum Capital Group, TCBI Securities (Texas Capital Securities), and Tuohy Brothers for an at-the-market offering of its Class A common stock. Under this program, NuScale may, at its sole discretion, offer and sell from time to time up to $750,000,000 of Class A common stock through any of the sales agents, with sales effected as Rule 415(a)(4) at-the-market transactions on the New York Stock Exchange or other trading markets. NuScale will pay the sales agents a commission of up to 2% of the gross sales proceeds of shares sold. The shares are covered by an effective automatic shelf registration statement on Form S-3ASR and a prospectus supplement dated August 11, 2026.

Filing Explained

The program creates up to $750 million of future equity-sale capacity; dilution from it occurs only if the company actually sells new shares.

The filing records an agreed but not completed equity-issuance facility: it permits future Class A sales, but reports no shares sold or issued and no cash proceeds received.

If sales occur, issuing additional shares would increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes; the filing leaves the eventual share count open because the company sets the number, timing, daily limits and minimum price for sales.

The $750 million figure is a maximum offering-price capacity rather than a committed funding amount, and the agreement ends when all covered shares are sold or under its stated termination terms.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program size: $750,000,000 Sales agent commission: 2% Registration statement file number: 333-289467 +2 more

5 metrics

ATM program size $750,000,000 Aggregate offering price of Class A common stock under the Sales Agreement

Sales agent commission 2% Commission rate on gross sales proceeds payable to sales agents

Registration statement file number 333-289467 Form S-3ASR automatic shelf registration covering the offered shares

Prospectus supplement date August 11, 2026 Date of prospectus supplement for the ATM shares

Shelf effectiveness date August 11, 2025 Date Form S-3ASR was filed and became automatically effective

Key Terms

at-the-market offering, Sales Agreement, Rule 415(a)(4), Form S-3ASR, +1 more

5 terms

at-the-market offering financial

"an at-the-market offering program under which the Company may offer and sell"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Sales Agreement financial

"entered into a Sales Agreement with UBS Securities LLC"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

Rule 415(a)(4) regulatory

"deemed to be an “at the market offering” as defined in Rule 415(a)(4)"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

Form S-3ASR regulatory

"pursuant to the Company’s Registration Statement on Form S-3ASR"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

automatic shelf registration regulatory

"became automatically effective upon filing pursuant to Rule 462(e)"

Automatic shelf registration is a process that allows companies to register securities with regulators in advance, so they can sell new shares or bonds quickly whenever market conditions are favorable. For investors, this means companies can raise money more efficiently, often leading to more timely investment opportunities. It helps ensure that companies can respond swiftly to financing needs without lengthy approval delays.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/11/2026 - 04:22 PM Accepted by SEC EDGAR 08/11/2026 - 04:21 PM

FAQ

What stock offering program did NuScale Power (SMR) establish in this 8-K?

NuScale Power established an at-the-market offering program for its Class A common stock. The company may sell shares from time to time through designated sales agents, using exchanges such as the New York Stock Exchange for Rule 415(a)(4) transactions.

How large is NuScale Power’s (SMR) at-the-market offering program?

The at-the-market program covers up to $750,000,000 of NuScale’s Class A common stock. Shares may be issued and sold over time at the company’s discretion under the Sales Agreement with multiple sales agents.

What commissions will NuScale Power (SMR) pay under the Sales Agreement?

NuScale will pay the sales agents a commission of up to 2% of gross sales proceeds for shares sold. This commission applies to Class A common stock sold through the at-the-market program under the Sales Agreement.

Which firms are acting as sales agents for NuScale Power’s (SMR) ATM program?

The sales agents are UBS Securities, B. Riley Securities, Canaccord Genuity, Craig-Hallum Capital Group, TCBI Securities (Texas Capital Securities), and Tuohy Brothers. Any of these may execute at-the-market sales of NuScale’s Class A common stock.

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, 2026

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 350 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, 2026, NuScale Power Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with UBS Securities LLC (“UBS”), B. Riley Securities, Inc. (“B. Riley”), Canaccord Genuity LLC (“Canaccord”), Craig-Hallum Capital Group, LLC (“Craig-Hallum”), TCBI Securities, Inc., doing business as Texas Capital Securities (“TCS”) 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 $750,000,000 (the “Shares”) through any of UBS, B. Riley, Canaccord, Craig-Hallum, TCS 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 up to 2% 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, 2026, 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, 2026, 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.
1.1	Sales Agreement, dated as of August 11, 2026, 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, as amended, 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, 2026	By:	/s/ Robert Ramsey Hamady
	Name:	Robert Ramsey Hamady
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents