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NuScale Power (SMR) director receives 8,681 RSUs, defers into phantom stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Warnica Kimberly O. reported acquisition or exercise transactions in this Form 4 filing.

NuScale Power director Kimberly O. Warnica reported a compensation-related equity grant, not an open-market trade. She received 8,681 restricted stock units of Class A Common Stock on May 29, 2026, vesting quarterly in four equal installments over one year starting August 29, 2026.

Each unit represents the right to receive one share of Class A Common Stock upon vesting. Under NuScale’s Deferred Compensation Plan for Non-Employee Directors, she elected to defer the underlying shares into an equal number of phantom stock shares, payable in Class A Common Stock upon her separation from service. Following the award, she holds 56,140 shares of Class A Common Stock directly.

Positive

  • None.

Negative

  • None.
Insider Warnica Kimberly O.
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 8,681 $0.00 --
Holdings After Transaction: Class A Common Stock — 56,140 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Restricted stock units granted 8,681 units Award date May 29, 2026
Vesting schedule 4 quarterly installments Over one year starting August 29, 2026
Post-transaction holdings 56,140 shares Class A Common Stock held directly after award
Grant price per share $0.0000 per share Equity award, no cash paid by director
restricted stock units financial
"received an award of 8,681 restricted stock units on May 29, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Deferred Compensation Plan for Non-Employee Directors financial
"Pursuant to the issuer's Deferred Compensation Plan for Non-Employee Directors"
phantom stock financial
"will instead receive an equal number of shares of phantom stock"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
separation from service financial
"upon the reporting person's separation from service with the issuer"
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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Warnica Kimberly O.

(Last)(First)(Middle)
1100 NE CIRCLE BLVD., SUITE 350

(Street)
CORVALLIS OREGON 97330

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NUSCALE POWER Corp [ SMR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/29/2026A8,681(1)A$056,140D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reporting person received an award of 8,681 restricted stock units on May 29, 2026, which vest quarterly in four equal installments over one year, with the first such vesting event occurring on August 29, 2026. Each restricted stock unit represents the right to receive one share of Class A Common Stock upon vesting. Pursuant to the issuer's Deferred Compensation Plan for Non-Employee Directors, the reporting person elected to defer receipt of the underlying shares of Class A Common Stock upon vesting of the restricted stock units and will instead receive an equal number of shares of phantom stock. Each share of phantom stock represents the right to receive one share of Class A Common Stock upon the reporting person's separation from service with the issuer.
Remarks:
Patrick C. Cannon, attorney-in-fact for Kimberly O. Warnica05/29/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NuScale Power (SMR) director Kimberly Warnica report?

Kimberly O. Warnica reported receiving 8,681 restricted stock units as director compensation. These units convert into Class A Common Stock over time, reflecting a stock-based award rather than an open-market share purchase or sale, and increase her equity-linked exposure to NuScale Power.

How do the 8,681 restricted stock units for NuScale (SMR) vest?

The 8,681 restricted stock units vest quarterly in four equal installments over one year. The first vesting date is August 29, 2026, with subsequent quarterly vestings, gradually delivering the right to receive NuScale Class A Common Stock as each installment vests.

What does NuScale Power’s phantom stock election mean in this Form 4?

Warnica elected under NuScale’s Deferred Compensation Plan to defer the vested shares into phantom stock. Each phantom share mirrors one Class A Common Share and will be settled in actual stock upon her separation from service, delaying share delivery while maintaining equity linkage.

How many NuScale (SMR) shares does Kimberly Warnica hold after this award?

After the reported grant, Warnica directly holds 56,140 shares of NuScale Class A Common Stock. This figure reflects her direct ownership position following the equity award and provides context for the scale of the 8,681-unit restricted stock grant relative to her overall holdings.

Is the NuScale (SMR) Form 4 transaction a stock purchase or sale?

The Form 4 shows a grant coded as an acquisition (Code A), not a market trade. Warnica did not buy or sell shares in the open market; she received restricted stock units as part of her director compensation package, with zero price per share reported.