| | This Amendment No. 6 on Schedule 13D/A (this "Amendment No. 6") 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. 6 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 and Amendment No. 5 filed on October 9, 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 October 22, 2025, NuScale Holdings delivered a notice to NuScale LLC requesting the conversion of all 463,747 Class B common units of NuScale LLC (together with the corresponding shares of Class B Common Stock) into 463,747 shares of Class A Common Stock, in accordance with the terms of the Issuer's certificate of incorporation and the limited liability company agreement of NuScale LLC.
On November 6, 2025, Fluor entered into an exchange agreement (the "Exchange Agreement") with the Issuer and NuScale LLC to exchange 110,936,472 Class B common units of NuScale LLC which are currently beneficially owned by Fluor and its controlled affiliates into 110,936,472 shares of Class A Common Stock. The exchange was completed on November 7, 2025.
On November 6, 2025, in connection with the Exchange Agreement, Fluor, Fluor Enterprises, the Issuer and NuScale LLC entered into a Tax Receivable Agreement Amendment (the "TRA Amendment") to reduce any tax payments due to Fluor from the Issuer under that certain Tax Receivable Agreement, dated as of May 2, 2022, by and among the Issuer, NuScale LLC and certain other stockholders of the Issuer, by 50%.
On November 9, 2025, Nuke Holdings, LLC, a wholly owned subsidiary of Fluor Enterprises ("Nuke"), entered into a letter agreement (the "Letter Agreement") with Goldman Sachs International ("Dealer") and Goldman Sachs & Co. LLC, as collateral custodian (in such capacity, the "Custodian"), pursuant to which Nuke agreed to sell, convey, transfer, assign and deliver to Dealer 71,000,000 shares of Class A Common Stock (the "Subject Shares") at a variable price to be calculated at the expiration of the sale program established under the Letter Agreement. The sale program will be completed in the first quarter of 2026. The program may, under its terms, be terminated early by the Dealer; however, pursuant to the Exchange Agreement, the program may not be terminated prior to January 15, 2026. |
| | Item 4 is hereby incorporated by reference into this Item 6.
Item 6 is hereby amended and supplemented to add the following:
Under the Exchange Agreement, Fluor has agreed to (i) appear at each upcoming special meeting of the Issuer's stockholders or otherwise cause the Subject Shares over which Fluor has the power to vote or direct the voting as of the applicable record date to be counted as present thereat for purposes of calculating a quorum; and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Subject Shares (x) in favor of one or more proposals for the adoption of one or more amendments to the Issuer's certificate of incorporation solely to increase the number of authorized shares of Class A Common Stock (the "Charter Amendment"), (y) in favor of any proposal to adjourn or postpone such meeting to a later date if such adjournment or postponement is proposed at such meeting, and (z) against any action that would prevent, impede, interfere with, delay, postpone, or adversely affect the adoption of the Charter Amendment proposal.
Under the Letter Agreement, Nuke agreed to deliver the Subject Shares to a securities account established and maintained at the Custodian (the "Collateral Account") and granted to Dealer a continuing first priority perfected security interest in and right of setoff against, among other things, the Subject Shares, all distributions thereon and rights relating thereto and the Collateral Account.
The summaries of the Exchange Agreement and Letter Agreement contained in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the Exchange Agreement, the TRA Amendment and the Letter Agreement filed herewith as Exhibits 1, 2 and 3, respectively, and incorporated herein by reference. |
| | Exhibit 1. Exchange Agreement, dated as of November 6, 2025, by and among NuScale Power Corporation, NuScale Power, LLC and Fluor Corporation.
Exhibit 2. Tax Receivable Agreement Amendment, dated as of November 6, 2025, by among NuScale Power Corporation, NuScale Power LLC, Fluor Corporation and Fluor Enterprises, Inc.
Exhibit 3. Letter Agreement, dated as of November 9, 2025, by and among Nuke Holdings, LLC, Goldman Sachs International and Goldman Sachs & Co. LLC. |
