[SCHEDULE 13D/A] NUSCALE POWER Corp SEC Filing

Rhea-AI Filing Summary

Fluor Corporation and affiliates amended their Schedule 13D to report changes in their holdings of NuScale Power Corporation Class A common stock. Fluor Enterprises exchanged 15,000,000 Class B units (and cancelled 15,000,000 Class B shares) for 15,000,000 Class A shares under an Exchange and Lock-Up Agreement, then began permitted sales of Class A shares on September 16, 2025. As of this filing, Fluor Enterprises is the record owner of 3,424,278 Class A shares and 110,936,472 Class B shares, and NuScale Holdings owns 463,747 Class B shares. The reporting persons collectively beneficially own 114,824,497 shares, representing 40.3% of the combined outstanding Class A and Class B stock, with the filing noting that beneficial ownership has declined and may decline further as sales continue under the agreement.

Positive

• Exchange executed: Fluor Enterprises converted 15,000,000 Class B units into 15,000,000 Class A shares pursuant to the Exchange and Lock-Up Agreement.
• Compliance with agreement: Sales of Class A shares commenced within the permitted terms of the Exchange and Lock-Up Agreement, including applicable daily volume limits.

Negative

• Reduced beneficial ownership: Reporting persons beneficial ownership has decreased and may continue to decrease as additional permitted sales are made.
• Potential governance impact: Continued sales by a holder controlling ~40% could change voting dynamics over time if ownership falls materially.

Insights

Financial Analyst

TL;DR: Reporting persons reduced Class A holdings via permitted sales after an exchange; ownership remains material at ~40%.

The amendment documents a structured liquidity event: Fluor Enterprises converted 15,000,000 Class B units into Class A shares and, following the expiration of an initial lock-up, initiated sales in compliance with the Exchange and Lock-Up Agreement. The filing provides precise record ownership counts: 3,424,278 Class A shares and 110,936,472 Class B shares for Fluor Enterprises, plus 463,747 Class B shares for NuScale Holdings. Aggregate beneficial ownership is reported as 114,824,497 shares or 40.3% of combined classes based on the Issuers reported share counts as of August 5, 2025. This is material disclosure for investors tracking insider and large-holder liquidity, but the filing does not state pricing, buyers, or timing beyond the start date of sales.

Corporate Governance Expert

TL;DR: The amendment signals controlled unwind of a locked position, which may affect governance influence if sales continue.

The Schedule 13D/A clarifies that sales are being conducted within contractual volume limits under an Exchange and Lock-Up Agreement and that beneficial ownership has decreased from prior reports. Retaining roughly 40% of voting power remains significant for corporate control considerations; however, the initiation of sales introduces the potential for continued ownership dilution by the reporting group. The filing is procedural and compliant but materially relevant to governance because any further reductions could change voting dynamics; the document itself does not indicate intent to alter board composition or propose corporate actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

09/29/2025

(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 114,824,497.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 114,824,497.00

11

Aggregate amount beneficially owned by each reporting person

114,824,497.00

12

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

13

Percent of class represented by amount in Row (11)

40.3 %

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 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 114,824,497.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 114,824,497.00

11

Aggregate amount beneficially owned by each reporting person

114,824,497.00

12

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

13

Percent of class represented by amount in Row (11)

40.3 %

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 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. 4 on Schedule 13D/A (this "Amendment No. 4") 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. 4 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 and Amendment No. 3 filed on September 23, 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. 4, Fluor Enterprises is the record owner of 3,424,278 shares of Class A Common Stock and 110,936,472 shares of Class B Common Stock (representing 40.1% 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:	10/01/2025

Fluor Enterprises, Inc.

Signature:	/s/ Kevin B. Hammonds
Name/Title:	Kevin B. Hammonds/Executive Vice President, Chief Legal Officer and Corporate Secretary
Date:	10/01/2025

NuScale Holdings Corp.

Signature:	/s/ Shahram Ghasemian
Name/Title:	Shahram Ghasemian/Secretary
Date:	10/01/2025

FAQ

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

The filing amends prior Schedule 13D disclosures to report that Fluor Enterprises exchanged 15,000,000 Class B units for 15,000,000 Class A shares and began permitted sales of Class A shares on September 16, 2025.

How many NuScale shares do the reporting persons beneficially own?

The reporting persons beneficially own an aggregate of 114,824,497 shares, representing 40.3% of combined Class A and Class B outstanding shares based on counts as of August 5, 2025.

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

As of the filing date Fluor Enterprises is the record owner of 3,424,278 Class A shares and 110,936,472 Class B shares.

Will Fluor continue selling NuScale Class A shares?

The filing states that sales commenced and that the reporting persons beneficial ownership "may continue to decrease through additional sales of Class A Common Stock in accordance with the terms and conditions of the Exchange and Lock-Up Agreement," but provides no schedule or amounts.

When did the initial lock-up expire allowing sales to begin?

Sales permitted under the Exchange and Lock-Up Agreement began on September 16, 2025, with daily volume limits effective from September 11, 2025 as referenced in the filing.