Fluor completes sale of 15M NuScale shares, stake falls to 39.1%

Rhea-AI Filing Summary

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.

Positive

• Permitted sale completed: Fluor Enterprises sold all 15,000,000 exchanged Class A shares in compliance with the Exchange and Lock-Up Agreement
• Disclosure transparency: Reporting Persons updated Schedule 13D/A and Item 5 to reflect ownership and sales, showing adherence to SEC reporting rules

Negative

• Reduced ownership stake: Reporting Persons' aggregate beneficial ownership declined to 39.1%, lowering their relative voting influence
• Concentration shift: Sale of the exchanged shares may change investor perceptions of strategic commitment and could affect governance dynamics

Insights

Corporate Governance Expert

TL;DR: A major holder executed permitted sales that materially lowered its stake, altering voting dynamics.

The transaction mechanism began with an exchange of 15,000,000 Class B units for Class A shares under a documented Exchange and Lock-Up Agreement and concluded with the sale of those shares on October 8, 2025. Those sales were conducted within the agreement's permitted windows and daily volume limits, which the filing explicitly references.

The change reduces the Reporting Persons' combined beneficial ownership to 39.1%, which may affect control influence and shareholder voting power where previously higher holdings existed. Watch for any subsequent filings that disclose further sales, changes in shared voting arrangements, or amendments to lock-up terms within the next several weeks as holders finalize dispositions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

10/08/2025

(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 111,400,219.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 111,400,219.00

11

Aggregate amount beneficially owned by each reporting person

111,400,219.00

12

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

13

Percent of class represented by amount in Row (11)

39.1 %

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 111,400,219.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 111,400,219.00

11

Aggregate amount beneficially owned by each reporting person

111,400,219.00

12

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

13

Percent of class represented by amount in Row (11)

39.1 %

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. 5 on Schedule 13D/A (this "Amendment No. 5") 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. 5 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 and Amendment No. 4 filed on October 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 2 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). On October 8, 2025, Fluor Enterprises completed the sale of all such 15,000,000 shares of Class A Common Stock. 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.
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. 5, Fluor Enterprises is the record owner of 110,936,472 shares of Class B Common Stock (representing 38.9% 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 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.

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:	10/09/2025

Fluor Enterprises, Inc.

Signature:	/s/ Kevin B. Hammonds
Name/Title:	Kevin B. Hammonds/Executive Vice President, Chief Legal Officer and Corporate Secretary
Date:	10/09/2025

NuScale Holdings Corp.

Signature:	/s/ Shahram Ghasemian
Name/Title:	Shahram Ghasemian/Secretary
Date:	10/09/2025

FAQ

What did Fluor report in the Schedule 13D/A for NuScale (SMR)?

The filing reports that Fluor Entities exchanged and then sold 15,000,000 Class A shares and that aggregate shared voting and dispositive power is 111,400,219 shares, equal to 39.1%.

How many exchanged shares were sold and when were they sold?

Fluor Enterprises sold all 15,000,000 exchanged Class A shares; sales began on September 16, 2025 and were completed on October 8, 2025.

What is Fluor Enterprises' remaining record ownership in Class B shares?

As reported, Fluor Enterprises is the record owner of 110,936,472 Class B shares, representing 38.9% of the combined outstanding Class A and Class B shares shown in the filing.

How much does NuScale Holdings Corp. own according to the amendment?

NuScale Holdings is reported as the record owner of 463,747 Class B shares, equal to 0.2% of the combined outstanding Class A and Class B shares cited.

Did the amendment change the Reporting Persons' voting or dispositive power?

Yes; the amendment discloses shared voting and dispositive power of 111,400,219 shares for Fluor/Fluor Enterprises and notes the Reporting Persons' percentage ownership decreased following the sales.