Fluor Exchanges 15M Units for Class A and Starts Sales of NuScale Shares

Rhea-AI Filing Summary

Fluor Corporation and affiliates amended their Schedule 13D to report changes in holdings of NuScale Power Corporation Class A common stock. The filing shows the Reporting Persons collectively beneficially own 119,290,806 shares, representing 41.9% of the Class A shares outstanding on the stated record basis. Fluor Enterprises exchanged 15,000,000 Class B units for 15,000,000 Class A shares in August 2025 and began permitted sales of Class A shares on September 16, 2025 under an Exchange and Lock-Up Agreement. Those sales have reduced the Reporting Persons' percentage ownership and may continue as allowed by the agreement.

Insights

Securities Analyst

TL;DR Reporting Persons disclosed a material ownership transfer and commenced permitted stock sales, reducing their stake in NuScale.

The amendment documents a large in-kind exchange of 15,000,000 Class B units for Class A shares and confirms that Fluor Enterprises began selling Class A shares on September 16, 2025 in compliance with the Exchange and Lock-Up Agreement. The filing quantifies current beneficial ownership as 119,290,806 shares (41.9%). This is a clear disclosure of a substantial shareholder executing a planned liquidity event that reduces its ownership percentage.

Corporate Governance Expert

TL;DR Amendment provides transparent disclosure of ownership changes and ongoing permitted sales under a contractual lock-up framework.

The filing updates prior Schedule 13D information, specifying record ownership breakdowns: Fluor Enterprises holds 7,890,587 Class A shares and 110,936,472 Class B shares; NuScale Holdings holds 463,747 Class B shares. It references the Exchange and Lock-Up Agreement and notes sales are being conducted within its terms, which is important for governance and shareholder notice.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

09/19/2025

(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 119,290,806.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 119,290,806.00

11

Aggregate amount beneficially owned by each reporting person

119,290,806.00

12

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

13

Percent of class represented by amount in Row (11)

41.9 %

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 133,893,376 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 150,983,449 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 August 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 7, 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 119,290,806.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 119,290,806.00

11

Aggregate amount beneficially owned by each reporting person

119,290,806.00

12

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

13

Percent of class represented by amount in Row (11)

41.9 %

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 133,893,376 shares of Class A Common Stock and 150,983,449 shares of Class B Common Stock issued and outstanding as of August 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 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 133,893,376 shares of Class A Common Stock and 150,983,449 shares of Class B Common Stock issued and outstanding as of August 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 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 200, Corvallis, OREGON , 97330.
Item 4.	Purpose of Transaction
	This Amendment No. 3 on Schedule 13D/A (this "Amendment No. 3") 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. 3 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 and Amendment No. 2 filed on August 1, 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: As previously disclosed, on August 12, 2025, Fluor Enterprises exchanged 15,000,000 Class B common units of NuScale Power, LLC (together with the cancellation of 15,000,000 shares of Class B Common Stock) for 15,000,000 shares of Class A Common Stock pursuant to that certain Exchange and Lock-Up Agreement, dated as of July 31, 2025, by and among NuScale Power Corporation, NuScale Power, LLC and Fluor Enterprises (the "Exchange and Lock-Up Agreement"), which is referenced herein as Exhibit 10 to Amendment No. 2 filed on August 1, 2025 and incorporated by reference. Following the expiration of the initial lock-up period under the Exchange and Lock-Up Agreement, Fluor Enterprises commenced sales of Class A Common Stock on Tuesday, September 16, 2025, in transactions permitted by, and effected in compliance with, the Exchange and Lock-Up Agreement (including, from and after September 11, 2025, the daily volume limitations described therein). As a result of such sales, the Reporting Persons' percentage beneficial ownership of the Issuer's outstanding equity securities has decreased from that previously reported and may continue to decrease as additional sales are made from time to time in accordance with the Exchange and Lock-Up Agreement.
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. 3, Fluor Enterprises is the record owner of 7,890,587 shares of Class A Common Stock and 110,936,472 shares of Class B Common Stock (representing 41.7% of the total outstanding shares of Class B Common Stock and Class A Common Stock), and NuScale Holdings is the record owner of 463,747 shares of Class B Common Stock (representing 0.2% of the total outstanding shares of Class B Common Stock and Class A Common Stock). Each Class B common unit of NuScale LLC (together with the cancellation of a share of Class B Common Stock) is exchangeable for a share of Class A Common Stock. To the knowledge of the Reporting Persons, information regarding the beneficial ownership of Class A Common Stock held by the persons listed in Schedule A as of March 24, 2025 is reported in the proxy statement of the Issuer filed on April 9, 2025 with the SEC under the heading "BENEFICIAL OWNERSHIP OF SECURITIES", which is incorporated by reference herein. As a result of the sales of Class A Common Stock by Fluor Enterprises, Inc. beginning on September 16, 2025, as permitted under the Exchange and Lock-Up Agreement, the Reporting Persons' beneficial ownership of the Issuer's outstanding equity securities has decreased from the amounts previously reported. The Reporting Persons may continue to decrease their beneficial ownership through additional sales of Class A Common Stock in accordance with the terms and conditions of the Exchange and Lock-Up Agreement.

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/Executive Vice President, Chief Legal Officer and Corporate Secretary
Date:	09/23/2025

Fluor Enterprises, Inc.

Signature:	/s/ Kevin B. Hammonds
Name/Title:	Kevin B. Hammonds/Executive Vice President, Chief Legal Officer and Corporate Secretary
Date:	09/23/2025

NuScale Holdings Corp.

Signature:	/s/ Shahram Ghasemian
Name/Title:	Shahram Ghasemian/Secretary
Date:	09/23/2025

FAQ

What stake does Fluor currently report in NuScale Power (SMR)?

The Reporting Persons collectively report beneficial ownership of 119,290,806 shares, representing 41.9%.

When did Fluor Enterprises begin selling Class A shares?

Fluor Enterprises commenced sales of Class A Common Stock on September 16, 2025 in transactions permitted by the Exchange and Lock-Up Agreement.

What exchange of units for shares occurred prior to the sales?

On August 12, 2025, Fluor Enterprises exchanged 15,000,000 Class B units (with cancellation of 15,000,000 Class B shares) for 15,000,000 Class A shares under the Exchange and Lock-Up Agreement.

How many Class A and Class B shares does Fluor Enterprises record as owning?

As of filing, Fluor Enterprises is the record owner of 7,890,587 Class A shares and 110,936,472 Class B shares.

Does the filing state whether ownership may change further?

Yes. The filing explicitly states that beneficial ownership has decreased due to sales and may continue to decrease as additional sales are made under the Exchange and Lock-Up Agreement.