NuScale (SMR): Fluor reports 111,400,219 shares, plans 71M sale

NuScale Power (SMR): Schedule 13D/A Amendment No. 6 filed by Fluor Corporation and affiliates updates their ownership and recent transactions.

Accepted by SEC EDGAR 11/10/2025 - 05:46 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

NuScale Power (SMR): Schedule 13D/A Amendment No. 6 filed by Fluor Corporation and affiliates updates their ownership and recent transactions. The group reports beneficial ownership of 111,400,219 shares, representing 37.3% of the combined Class A and Class B shares. As context, shares outstanding were 167,659,304 Class A and 130,817,571 Class B as of October 31, 2025.

Key changes include conversions and exchanges of Class B units into Class A: 463,747 units converted on October 22, 2025, and 110,936,472 units exchanged on November 7, 2025. Fluor also entered a letter agreement to sell 71,000,000 Class A shares at a variable price calculated at program expiration, with completion in Q1 2026; the dealer may not terminate the program before January 15, 2026. In a voting agreement, Fluor committed to support amendments to increase authorized Class A shares and related adjournments. A concurrent TRA amendment reduces by 50% any tax payments due to Fluor under the existing tax receivable agreement.

Insights

Equity ownership & capital markets analyst

Large holder shifts to Class A and sets up a sizable sale program.

Fluor and affiliates now report 111,400,219 shares (37.3%) after exchanging and converting Class B into Class A. The filing lists a completed exchange of 110,936,472 units on November 7, 2025 and a prior 463,747 unit conversion on October 22, 2025.

The group entered a letter agreement to sell 71,000,000 Class A shares at a variable price set at the program’s expiration, to be completed in Q1 2026, with no early termination before January 15, 2026. They also agreed to vote in favor of amendments to increase authorized Class A shares.

Actual market impact will depend on the sale program’s execution and pricing. Subsequent disclosures may detail progress under the sale program and any outcomes of the charter amendment votes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Fluor report in the latest SMR Schedule 13D/A?

Fluor and affiliates reported 111,400,219 shares beneficially owned, equal to 37.3% of combined Class A and Class B.

How many NuScale (SMR) shares are outstanding?

As of October 31, 2025, there were 167,659,304 Class A and 130,817,571 Class B shares outstanding.

What conversions/exchanges did Fluor complete?

NuScale Holdings converted 463,747 Class B units on Oct 22, 2025, and Fluor exchanged 110,936,472 Class B units into Class A on Nov 7, 2025.

Is Fluor selling NuScale (SMR) shares?

Yes. A letter agreement covers 71,000,000 Class A shares at a variable price set at program expiration, with completion in Q1 2026.

Can the sale program be terminated early?

The dealer may terminate, but not before January 15, 2026, under the agreement.

How will Fluor vote on NuScale’s charter amendment?

Fluor agreed to vote in favor of amendments to increase authorized Class A shares and to support adjournments if proposed.

What changed in the tax receivable arrangement?

A TRA amendment reduces any tax payments due to Fluor by 50% under the existing agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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 Boulevard
Irving, TX, 75039
469-398-7000

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

11/06/2025

(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)

37.3 %

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 167,659,304 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 130,817,571 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 October 31, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 6, 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)

37.3 %

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 167,659,304 shares of Class A Common Stock and 130,817,571 shares of Class B Common Stock issued and outstanding as of October 31, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 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 167,659,304 shares of Class A Common Stock and 130,817,571 shares of Class B Common Stock issued and outstanding as of October 31, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 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. 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 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. 6, Nuke is the record owner of 110,936,472 shares of Class A Common Stock (representing 37.2% 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 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.
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 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.
Item 7.	Material to be Filed as Exhibits.
	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.

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:	11/10/2025

Fluor Enterprises, Inc.

Signature:	/s/ Kevin B. Hammonds
Name/Title:	Kevin B. Hammonds/Executive Vice President, Chief Legal Officer and Corporate Secretary
Date:	11/10/2025

NuScale Holdings Corp.

Signature:	/s/ Kevin B. Hammonds
Name/Title:	Kevin B. Hammonds/Secretary
Date:	11/10/2025