Fluor (SMR partner) accelerates NuScale share sales via Goldman, BofA and Citi

Rhea-AI Filing Summary

Fluor Corporation and its affiliates updated their ownership in NuScale Power after executing and committing to large share sales. A Fluor subsidiary, Nuke Holdings, LLC, sold 71,000,000 NuScale Class A shares to Goldman Sachs International at $19.0498 per share on February 13, 2026.

On February 17, 2026, Nuke agreed in separate letter agreements to sell 13,500,000 Tranche A shares and 13,500,000 Tranche B shares to Bank of America and 12,936,472 shares to Citibank at variable prices set when each sale program ends, all to be completed no later than the second quarter of 2026, subject to possible early termination by the banks.

Following these arrangements, Nuke is the record owner of 39,936,472 NuScale Class A shares, representing 13.2% of the combined outstanding Class A and Class B stock, while NuScale Holdings owns 463,747 Class A shares, representing 0.2%.

Positive

• None.

Negative

• Major shareholder selling large stake: Nuke Holdings, LLC, a Fluor subsidiary, sold 71,000,000 NuScale Class A shares to Goldman Sachs and committed up to 39,936,472 additional shares into Bank of America and Citibank sale programs, signalling substantial ongoing share supply from a key holder.

Insights

Equity ownership and capital markets analyst

Fluor-linked entities disclose very large NuScale share sales and sale programs that reduce and monetize their stake.

The filing shows that Nuke Holdings, a Fluor subsidiary, sold 71,000,000 NuScale Class A shares to Goldman Sachs International at $19.0498 per share. It also entered into structured sale programs with Bank of America and Citibank for an additional 39,936,472 shares at variable prices set upon program expiry.

These transactions are secured by collateral accounts and first-priority security interests in the subject shares and related distributions. After giving effect to these arrangements, Nuke holds 39,936,472 shares, or 13.2% of NuScale’s combined Class A and B stock, and NuScale Holdings holds 463,747 shares, or 0.2%.

For investors, the key takeaway is that a major shareholder associated with Fluor is actively selling and contractually committing large blocks of NuScale stock through programs scheduled to complete by the second quarter of 2026, which may influence trading dynamics depending on execution.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

NUSCALE POWER Corp

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67079K100

(CUSIP Number)

Kevin B. Hammonds
Fluor Corporation, 6700 Las Colinas Blvd,
Irving, TX, 75039
469-398-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 67079K100

1

Name of reporting person

Fluor Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,400,219.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,400,219.00

11

Aggregate amount beneficially owned by each reporting person

40,400,219.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.3 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

The ownership percentage in this schedule is based upon an aggregate of 282,843,482 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 19,881,099 shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), of NuScale Power Corporation ("Issuer") issued and outstanding as of November 17, 2025, as reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 17, 2025.

SCHEDULE 13D

CUSIP No. 67079K100

1

Name of reporting person

Fluor Enterprises, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,400,219.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,400,219.00

11

Aggregate amount beneficially owned by each reporting person

40,400,219.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.3 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

The ownership percentage in this schedule is based upon an aggregate of 282,843,482 shares of Class A Common Stock and 19,881,099 shares of Class B Common Stock issued and outstanding as of November 17, 2025, as reported on the Issuer's Current Report on Form 8-K filed with the SEC on December 17, 2025.

SCHEDULE 13D

CUSIP No. 67079K100

1

Name of reporting person

NuScale Holdings Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 463,747.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 463,747.00

11

Aggregate amount beneficially owned by each reporting person

463,747.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

The ownership percentage in this schedule is based upon an aggregate of 282,843,482 shares of Class A Common Stock and 19,881,099 shares of Class B Common Stock issued and outstanding as of November 17, 2025, as reported on the Issuer's Current Report on Form 8-K filed with the SEC on December 17, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: NUSCALE POWER Corp
(c)	Address of Issuer's Principal Executive Offices: 1100 NE Circle Blvd., Suite 350, Corvallis, OREGON , 97330.
Item 4.	Purpose of Transaction
	This Amendment No. 7 on Schedule 13D/A (this "Amendment No. 7") is being filed jointly by (i) Fluor Corporation, a Delaware corporation and a publicly listed company on the New York Stock Exchange ("Fluor"), (ii) Fluor Enterprises, Inc., a California corporation ("Fluor Enterprises") and wholly owned subsidiary of Fluor, and (iii) NuScale Holdings Corp., an Oregon corporation ("NuScale Holdings", together with Fluor Enterprises and Fluor, the "Reporting Persons"). This Amendment No. 7 amends and supplements the Schedule 13D previously filed by the Reporting Persons on May 12, 2022, as amended by Amendment No. 1 filed on November 3, 2022, Amendment No. 2 filed on August 1, 2025, Amendment No. 3 filed on September 23, 2025, Amendment No. 4 filed on October 1, 2025, Amendment No. 5 filed on October 9, 2025 and Amendment No. 6 filed on November 10, 2025 (the "Original Filing"), with respect to the Class A Common Stock of NuScale Power Corporation (the "Issuer"). The Items below amend and supplement the information disclosed under the corresponding Items of the Original Filing. Item 4 is hereby amended and supplemented to add the following: On February 13, 2026, pursuant to that certain previously disclosed letter agreement (the "GS Letter Agreement"), dated as of November 9, 2025, by and between Nuke Holdings, LLC, a wholly owned subsidiary of Fluor Enterprises ("Nuke"), and Goldman Sachs International ("GS") and Goldman Sachs & Co. LLC, as collateral custodian, Nuke sold 71,000,000 shares of Class A Common Stock to GS at a price of $19.0498 per share. On February 17, 2026, Nuke entered into (i) a letter agreement (the "Tranche A BofA Letter Agreement") with Bank of America, N.A. ("BofA"), and BofA Securities, Inc., as collateral custodian (in such capacity, the "BofA Custodian"), pursuant to which Nuke agreed to sell, convey, transfer, assign and deliver to BofA 13,500,000 shares of Class A Common Stock (the "Tranche A BofA Subject Shares") and (ii) a letter agreement (the "Tranche B BofA Letter Agreement" and, together with the Tranche A BofA Letter Agreement, the "BofA Letter Agreements") with BofA and the BofA Custodian, pursuant to which Nuke agreed to sell, convey, transfer, assign and deliver to BofA 13,500,000 shares of Class A Common Stock (the "Tranche B BofA Subject Shares" and, together with the Tranche A BofA Subject Shares, the "BofA Subject Shares"), in each case, at a variable price to be calculated at the expiration of the sale program established under the respective BofA Letter Agreement. The sale program in connection with the Tranche A BofA Letter Agreement will be completed no later than the second quarter of 2026 and the sale program in connection with the Tranche B BofA Letter Agreement will be completed no later than the second quarter of 2026. The programs may, under their respective terms, be terminated early by BofA. On February 17, 2026, Nuke entered into a letter agreement (the "Citi Letter Agreement") with Citibank, N.A. ("Citi"), and Citigroup Global Markets Inc., as collateral custodian (in such capacity, the "Citi Custodian"), pursuant to which Nuke agreed to sell, convey, transfer, assign and deliver to Citi 12,936,472 shares of Class A Common Stock (the "Citi Subject Shares") at a variable price to be calculated at the expiration of the sale program established under the Citi Letter Agreement. The sale program will be completed no later than the second quarter of 2026. The program may, under its terms, be terminated early by Citi.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and supplemented to add the following: (a) - (c) As of the date of filing this Amendment No. 7, Nuke is the record owner of 39,936,472 shares of Class A Common Stock (representing 13.2% of the total outstanding shares of Class A Common Stock and Class B Common Stock), and NuScale Holdings is the record owner of 463,747 shares of Class A Common Stock (representing 0.2% of the total outstanding shares of Class B Common Stock and Class A Common Stock).
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 is hereby incorporated by reference into this Item 6. Item 6 is hereby amended and supplemented to add the following: Under the BofA Letter Agreements, Nuke agreed to deliver the BofA Subject Shares to a securities account established and maintained at the BofA Custodian (the "BofA Collateral Account") and granted to BofA a continuing first priority perfected security interest in and right of setoff against, among other things, the BofA Subject Shares, all distributions thereon and rights relating thereto and the BofA Collateral Account. Under the Citi Letter Agreement, Nuke agreed to deliver the Citi Subject Shares to a securities account established and maintained at the Citi Custodian (the "Citi Collateral Account") and granted to Citi a continuing first priority perfected security interest in and right of setoff against, among other things, the Citi Subject Shares, all distributions thereon and rights relating thereto and the Citi Collateral Account. The summaries of the GS Letter Agreement, the BofA Letter Agreements and the Citi Letter Agreement contained in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the GS Letter Agreement, the BofA Letter Agreements and the Citi Letter Agreement filed respectively as Exhibit 3 to Amendment No. 6 of the Original Filing filed on November 10, 2025 and filed herewith as Exhibits 1, 2 and 3 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1. Letter Agreement, dated as of February 17, 2026, by and among Nuke Holdings, LLC, Bank of America, N.A. and BofA Securities, Inc. relating to the Tranche A BofA Subject Shares Exhibit 2. Letter Agreement, dated as of February 17, 2026, by and among Nuke Holdings, LLC, Bank of America, N.A. and BofA Securities, Inc. relating to the Tranche B BofA Subject Shares Exhibit 3. Letter Agreement, dated as of February 17, 2026, by and among Nuke Holdings, LLC, Citibank, N.A. and Citigroup Global Markets Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fluor Corporation

Signature:	/s/ Kevin B. Hammonds
Name/Title:	Kevin B. Hammonds/Chief Legal Officer and Corporate Secretary
Date:	02/17/2026

Fluor Enterprises, Inc.

Signature:	/s/ Kevin B. Hammonds
Name/Title:	Kevin B. Hammonds/Executive Vice President, Chief Legal Officer and Corporate Secretary
Date:	02/17/2026

NuScale Holdings Corp.

Signature:	/s/ Kevin B. Hammonds
Name/Title:	Kevin B. Hammonds/Secretary
Date:	02/17/2026

FAQ

What change in NuScale Power (SMR) ownership does this Schedule 13D/A disclose?

The filing shows Fluor-linked entities updating their NuScale stake after large sales. Nuke Holdings now owns 39,936,472 Class A shares (13.2% of combined A and B), while NuScale Holdings owns 463,747 Class A shares (0.2% of combined outstanding stock).

How many NuScale Power shares did Nuke Holdings sell to Goldman Sachs?

Nuke Holdings sold 71,000,000 NuScale Class A shares to Goldman Sachs International. The shares were sold at a price of $19.0498 per share under a previously disclosed letter agreement, significantly reducing the Fluor-affiliated position in NuScale’s Class A common stock.

What are the key terms of the Bank of America sale programs for NuScale shares?

Nuke agreed to sell 13,500,000 Tranche A and 13,500,000 Tranche B NuScale Class A shares to Bank of America. Prices will be calculated at each program’s expiration, with both programs scheduled to complete no later than the second quarter of 2026, subject to early termination by Bank of America.

What does the Citibank letter agreement involve for NuScale Power shares?

Nuke agreed to sell 12,936,472 NuScale Class A shares to Citibank, N.A. at a variable price set when the sale program ends. The program is scheduled to be completed no later than the second quarter of 2026 and may be terminated early by Citibank under its terms.

How are the Bank of America and Citibank NuScale share programs collateralized?

For Bank of America and Citibank, Nuke must deliver the subject shares into dedicated collateral accounts. Each bank receives a continuing first-priority perfected security interest and right of setoff over the deposited NuScale shares, related distributions, rights, and the respective collateral accounts.

What percentage of NuScale Power’s stock do Fluor-related entities now beneficially own?

Fluor Corporation and Fluor Enterprises report beneficial ownership of 40,400,219 NuScale Class A shares, representing 13.3% of the combined outstanding Class A and Class B stock. NuScale Holdings separately reports ownership of 463,747 Class A shares, representing 0.2% of the combined classes.