NuScale Power Corporation SEC Filings

NuScale Power Corporation filed an 8-K containing a broad “Cautionary Note Regarding Forward-Looking Statements” that lists numerous risks that could cause actual results to differ materially from expectations. The disclosure enumerates execution and cost/schedule risks, regulatory approval timing for small modular reactors, trade policy and tariff effects, supply-chain and subcontractor performance, cybersecurity risks, client cancellations or payment delays, personnel retention challenges, litigation and regulatory risks, environmental and climate-related issues, and other macroeconomic and geopolitical uncertainties. Readers are directed to the company’s SEC periodic filings for additional detail and contact information for Investor Relations is provided.

Robert Ramsey Hamady, Chief Financial Officer of NuScale Power Corporation (SMR), received and settled restricted stock units. On 08/26/2025 he had 76,923 restricted stock units vest and be settled into Class A common stock, increasing his beneficial ownership to 76,924 shares. On 08/27/2025 he sold 30,641 shares at $35.585 per share to satisfy tax withholding obligations from the RSU settlement. The transactions were disclosed on a Form 4 filed 08/28/2025.

Form 144 notice for NuScale Power Corporation (SMR) shows a proposed sale of 30,641 Class A shares through Fidelity Brokerage with an aggregate market value of $1,090,356.92, scheduled approximately 08/27/2025 on the NYSE. The shares were acquired on 08/26/2025 by restricted stock vesting from the issuer and were paid as compensation. The filer also reported a prior sale by Robert R. Hamady of 69,984 Class A shares on 05/30/2025 for $2,246,486.40. The notice includes the typical attestation that the seller is not aware of undisclosed material adverse information about the issuer.

Jose N. Reyes Jr., Chief Technology Officer and trustee, reported transfers and holdings of Class A Common Stock of NuScale Power Corp (SMR). On 08/14/2025 he transferred 295,809 shares to the Donna Jean Reyes Trust dated August 2, 2021 for no consideration while retaining beneficial ownership as trustee and beneficiary. The Form 4 also shows a separate transfer of 16,313 shares from Reyes to the Jose N. Reyes, Jr. Trust and an updated beneficial ownership figure of 295,809 shares held indirectly by the Donna Jean Reyes Trust and 220,630 shares beneficially owned via the Jose N. Reyes, Jr. Trust.

The filing documents that these movements were transfers between related trusts, not open-market sales, and that Reyes remains the beneficial owner of the shares held in trust.

Global X Management Company LLC reported beneficial ownership of 5,835,151 shares of NuScale Power Corp Class A common stock, representing 4.37% of the class. GXMC states it has sole voting and sole dispositive power over these shares and reports no shared voting or dispositive power. The filing classifies GXMC as an investment adviser and indicates the shares are held in the ordinary course of business on behalf of investment vehicles it manages. No group affiliation or parent/control-person status is reported.

Fluor Corporation reported on Form 4 that its affiliate holdings in NuScale Power Corp (SMR) changed on 08/12/2025. The filing shows a transaction coded C acquiring 15,000,000 Class A shares (via exchange of Class B units and Class B common stock) and records the same 15,000,000 Class A shares as newly acquired. After the reported transaction, Fluor-affiliated entities beneficially own a total of 111,400,219 shares of Class A common stock (directly or indirectly through Class B units and Class B common stock exchangeable into Class A). Ownership is held of record by Fluor Enterprises, Inc. and NuScale Holdings Corp., both tied to Fluor Corporation.

NuScale Power Corporation announced an at-the-market offering program under a Sales Agreement that permits the company to offer and sell shares of its Class A common stock with an aggregate offering price of up to $500,000,000. The program allows sales "from time to time at its sole discretion" through five named sales agents: UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc.

The filing also discloses that counsel O’Melveny & Myers LLP issued an opinion regarding the validity of the Shares and that that opinion and the firm's consent are included as exhibits to the report. Exhibits listed include the counsel opinion and consent and an interactive cover page data file.

NuScale Power Corporation entered an at-the-market sales agreement allowing it to offer and sell shares of its Class A common stock up to an aggregate offering price of $500,000,000. The program authorizes sales through five named sales agents and permits the company to control sale parameters such as the number of shares, timing, daily limits and minimum prices; sales may be executed on the New York Stock Exchange or other trading markets.

The company will pay sales agents a commission of up to 3% of gross proceeds, has provided customary indemnification and will issue Shares under an existing Form S-3ASR registration statement (File No. 333-289467). The prior at-the-market program under the 2024 sales agreement was terminated, and counsel issued an opinion regarding the validity of the Shares to be sold.

NuScale Power Corporation has entered a Sales Agreement with UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Canaccord Genuity LLC and Tuohy Brothers to offer up to $500,000,000 of Class A common stock on an "at the market" or negotiated basis. The company terminated its prior at-the-market program and may sell shares from time to time at prevailing market prices or in block transactions; sales agents are not required to sell any specific amount and may receive up to 3.0% of gross proceeds.

An illustrative scenario assumes sale of 12,706,480 shares at $39.35 per share for gross proceeds of $500,000,000, increasing NuScale's as-adjusted net tangible book value from $1.66 to $3.23 per share and producing an immediate dilution of $36.12 per share to new investors. Net proceeds are intended for general corporate purposes and the offering involves customary underwriting indemnities and fees; risks and dilution factors are described in the "Risk Factors" section.