NuScale Power Corporation SEC Filings

NuScale Power Corp (SMR) filed a Form 4 reporting a code “C” conversion on 11/07/2025, resulting in the acquisition of 110,936,472 shares of Class A common stock. The shares are reported as indirectly owned.

Per the footnotes, 110,936,472 Class A shares are owned of record by Fluor Enterprises, Inc., a wholly owned subsidiary of Fluor Corporation. In addition, 463,747 Class B Units and 463,747 shares of Class B common stock are owned of record by NuScale Holdings Corp., which is majority owned by Fluor Enterprises, Inc. Each Class B unit together with one share of Class B common stock is exchangeable into one share of Class A common stock with no expiration date.

NuScale Power Corporation entered a new Sales Agreement for an at-the-market equity program under which it may, at its discretion, sell Class A common stock with an aggregate offering price of up to $750,000,000 through UBS Securities, TD Securities (USA) LLC, B. Riley Securities, Canaccord Genuity, and Tuohy Brothers as sales agents.

The company will set sale parameters, and agents may execute transactions deemed an “at the market offering” on the NYSE or other trading markets. Sales agents are entitled to a commission of up to 3% of gross proceeds. The agreement ends upon the earlier of selling all registered shares or termination under its terms.

The shares will be issued pursuant to NuScale’s automatic shelf registration on Form S-3ASR, effective August 11, 2025, and a prospectus supplement dated November 7, 2025. In connection with the new arrangement, NuScale terminated its prior at-the-market program established on August 11, 2025.

NuScale Power Corporation launched an at-the-market offering to sell up to $750,000,000 of Class A Common Stock, from time to time, through UBS, TD Cowen, B. Riley, Canaccord, and Tuohy Brothers acting as sales agents or principals. Sales may be effected in negotiated transactions, including block trades, or in transactions deemed to be “at the market offerings.” Sales agent compensation is up to 3.0% of gross proceeds.

NuScale intends to use any net proceeds for general corporate purposes, including business development, working capital, operating expenses, and capital expenditures, and notes that a significant portion may be used to pay contribution amounts under its Partnership Milestones Agreement with ENTRA1. As context, the company cites an illustrative case assuming 23,105,360 shares at $32.46 (the Nov 6, 2025 NYSE closing price). The stock trades on the NYSE under the symbol SMR.

NuScale Power Corporation (SMR) reported Q3 2025 results. Revenue rose to $8.242 million from $0.475 million a year ago, but the company posted a net loss of $532.646 million driven by G&A of $519.222 million. The quarter included a one‑time $495.0 million expense tied to Milestone Contribution 1 under the Partnership Milestones Agreement with ENTRA1, triggered by a non‑binding agreement relating to 72 NPMs.

Liquidity strengthened via equity issuance: NuScale sold 13,216,809 Class A shares under its ATM for $462.613 million net. Cash and cash equivalents were $407.585 million and short‑term investments were $284.200 million as of September 30, 2025. The company agreed to a $32.323 million LLM settlement payment, securing ownership of long‑lead materials. Contracted cash obligations totaled $551.867 million, including $346.513 million of PMA contributions scheduled for 2025–2026.

As of October 31, 2025, shares outstanding were 167,659,304 Class A and 130,817,571 Class B. A subsequent agreement with Fluor provides for exchanging 110,936,472 Class B interests into Class A and a Tax Receivable Agreement amendment reducing any payments to Fluor by 50%.

NuScale Power Corporation reported two updates. The company announced financial results for the third quarter, which ended September 30, 2025, with details provided in a press release furnished as Exhibit 99.1.

NuScale and Fluor Corporation also issued a joint press release describing their entry into a definitive agreement regarding the monetization of Fluor’s investment in NuScale. That release is furnished as Exhibit 99.2. The information under Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is being furnished and is not deemed filed or incorporated by reference.

NuScale Power (SMR) disclosed an insider equity award on Form 4. Chief Legal Officer James D. Canafax was granted 11,309 restricted stock units on October 20, 2025. The RSUs vest annually in three equal installments beginning on the first anniversary of the grant date. Each RSU represents a right to receive one share of Class A common stock. The filing lists the transaction code as A (grant) with a derivative security price of $0, and shows 11,309 derivative securities beneficially owned directly after the transaction.

NuScale Power Corp (SMR)beneficially owns no securities of the company. The date of the event requiring the statement was 10/20/2025. The form was signed by Patrick C. Cannon as attorney-in-fact for Mr. Canafax.

NuScale Power (SMR) announced a leadership update. The company disclosed, under Regulation FD, the appointment of Mr. James Canafax as Chief Legal Officer and Corporate Secretary. The update was communicated via a press release dated October 20, 2025, which is attached as Exhibit 99.1.

The Item 7.01 information is furnished and not deemed filed under the Exchange Act. No financial terms or additional operational changes were provided in the excerpt.

Fluor Corporation and affiliates amended their Schedule 13D to report changes in ownership of NuScale Power Corporation Class A common stock following permitted sales. Fluor Enterprises exchanged 15,000,000 Class B units for 15,000,000 Class A shares under an Exchange and Lock-Up Agreement and, after the initial lock-up expired, began selling those shares on September 16, 2025. The filing states Fluor Enterprises completed the sale of all 15,000,000 shares on October 8, 2025, reducing the Reporting Persons' percentage ownership of the issuer.

The Schedule shows aggregate shared voting and dispositive power of 111,400,219 shares for Fluor and Fluor Enterprises, equating to 39.1% of the combined outstanding Class A and Class B common stock base referenced. Fluor Enterprises separately holds 110,936,472 Class B shares (reported as 38.9% of outstanding) and NuScale Holdings holds 463,747 Class B shares (0.2%). The amendment updates Items 4 and 5 to reflect the exchange, the permitted sales and the resulting decline in beneficial ownership.