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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 22, 2025
NuScale Power Corporation
(Exact name of registrant as specified in its charter)
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| 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:
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| 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 September 22, 2025, NuScale Power, LLC ("NuScale"), a subsidiary of NuScale Power Corporation, entered into a Tri-Party Agreement (the "Agreement") with the U.S. Department of Energy ("DOE") and CFPP LLC ("CFPP") to delineate the roles, responsibilities, procedures, and assurances that the parties will uphold concerning the disposition of certain upper reactor pressure vessel long lead materials that were produced in support of the Carbon Free Power Project under DOE award DE-NE0008935 (the "LLM Assets").
Under the terms of the Agreement, NuScale will acquire all of CFPP’s right, title and interests in and to certain long lead time materials identified in the Agreement that were produced in support of the Carbon Free Power Project, for total consideration of $32,322,870.89, to be paid by the issuance of credit invoices to CFPP. If this transaction does not close on or before October 1, 2025, then CFPP will transfer the assets to be purchased by NuScale to the DOE.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | |
10.1 | | Tri-Party Agreement between U.S. Department of Energy, CFPP LLC, and NuScale Power, LLC on Long Lead Materials* |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
* As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed 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.
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| NuScale Power Corporation |
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| Date: September 24, 2025 | By: | /s/ Robert Ramsey Hamady |
| Name: | Robert Ramsey Hamady |
| Title: | Chief Financial Officer |
