NuScale Power (SMR) CCO gets 112,840 RSUs and sells shares for taxes

Rhea-AI Filing Summary

NuScale Power Chief Commercial Officer Scott Clayton reported equity award activity and a related tax sale. On February 28, 2026, he received a grant of 112,840 restricted stock units (RSUs), which vest in three equal annual installments. On March 2, 2026, previously granted RSUs vested and were converted one-for-one into 19,054, 26,042, and 23,269 shares of Class A common stock. That same day he sold 22,478 Class A shares at $12.22 per share to cover tax withholding obligations through a "sell to cover" transaction. After these transactions, he directly owned 132,852 Class A shares and 112,840 RSUs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Scott Clayton

(Last) (First) (Middle)

1100 NE CIRCLE BLVD., SUITE 350

(Street)

CORVALLIS OR 97330

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NUSCALE POWER Corp [ SMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/02/2026		M		19,054	A	(1)	106,019	D
Class A Common Stock	03/02/2026		M		26,042	A	(1)	132,061	D
Class A Common Stock	03/02/2026		M		23,269	A	(1)	155,330	D
Class A Common Stock	03/02/2026		S		22,478(2)	D	$12.22	132,852	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	03/02/2026		M			19,054	(3)	(3)	Class A Common Stock	19,054	$0	0	D
Restricted Stock Unit	(1)	03/02/2026		M			26,042	(4)	(4)	Class A Common Stock	26,042	$0	26,042	D
Restricted Stock Unit	(1)	03/02/2026		M			23,269	(5)	(5)	Class A Common Stock	23,269	$0	46,539	D
Restricted Stock Unit	(1)	02/28/2026		A		112,840		(6)	(6)	Class A Common Stock	112,840	$0	112,840	D

Explanation of Responses:

1. Restricted stock units convert into Class A Common stock on a one-to-one basis.

2. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

3. On February 28, 2023, the reporting person was granted 57,163 restricted stock units, vesting annually in three equal installments beginning on the anniversary of the grant date.

4. On February 28, 2024, the reporting person was granted 78,125 restricted stock units, vesting annually in three equal installments beginning on the anniversary of the grant date.

5. On February 28, 2025, the reporting person was granted 69,808 restricted stock units, vesting annually in three equal installments beginning on the anniversary of the grant date.

6. On February 28, 2026, the reporting person was granted 112,840 restricted stock units, vesting annually in three equal installments beginning on the anniversary of the grant date.

Remarks:

	Patrick C. Cannon, attorney-in-fact for Clayton Scott	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did NuScale Power (SMR) grant to Scott Clayton?

NuScale Power granted Scott Clayton 112,840 restricted stock units on February 28, 2026. The award vests in three equal annual installments, beginning on the first anniversary of the grant date, aligning his compensation with longer-term company performance.

How many NuScale Power (SMR) shares did Scott Clayton sell and at what price?

Scott Clayton sold 22,478 shares of NuScale Power Class A common stock at $12.22 per share on March 2, 2026. According to the filing, the sale was solely to cover tax withholding obligations from RSU vesting.

Were Scott Clayton’s NuScale Power (SMR) share sales discretionary trades?

The filing states the 22,478 shares sold on March 2, 2026 were executed to satisfy tax withholding obligations via a "sell to cover" transaction, connected to vesting restricted stock units, rather than being a discretionary open-market sale for investment purposes.

How many NuScale Power (SMR) shares does Scott Clayton own after these transactions?

After the reported transactions, Scott Clayton directly owned 132,852 shares of NuScale Power Class A common stock. In addition, he held 112,840 restricted stock units, which may convert into shares over time as the awards vest.

What RSU vesting activity did NuScale Power (SMR) report for Scott Clayton?

On March 2, 2026, previously granted RSUs vested and converted one-to-one into 19,054, 26,042, and 23,269 NuScale Power Class A shares. This reflects scheduled vesting from earlier RSU grants made in prior years.

How do Scott Clayton’s NuScale Power (SMR) RSUs convert into common stock?

The filing notes that each restricted stock unit converts into one share of NuScale Power Class A common stock. Conversion occurs upon vesting, consistent with the terms of his RSU awards and their annual vesting schedule.