Spring Valley director disposes 40K shares in merger

Spring Valley Acquisition Corp. II director Richard James Thompson reported an automatic disposition of 40,000 Class A ordinary shares.

Rhea-AI Filing Summary

Spring Valley Acquisition Corp. II director Richard James Thompson reported an automatic disposition of 40,000 Class A ordinary shares. The shares were disposed of at a stated price of $0.0000 per share as a disposition to the issuer, reducing his direct holdings to zero shares.

According to a footnote, the shares were exchanged automatically for common stock of Eagle Nuclear Energy Corp. ("New Eagle") in connection with the consummation of a business combination under an Amended and Restated Agreement and Plan of Merger dated September 29, 2025.

Insider Trade Summary

Disposition: 40,000 shares

Disposition 1 txn

Insider THOMPSON RICHARD JAMES

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A ordinary shares	40,000	$0.00	$0.00

Holdings After Transaction: Class A ordinary shares — 0 shares (Direct)

Footnotes (1)

1. F1. Disposed of in an automatic exchange for shares of common stock of Eagle Nuclear Energy Corp. ("New Eagle") in connection with the consummation of the business combination pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025, by and among New Eagle, Spring Valley Acquisition Corp. II, Eagle Energy Metals Corp., Spring Valley Merger Sub III, Inc., and Spring Valley Merger Sub II, Inc.

FAQ

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

What insider transaction did Richard James Thompson report for SVIIR?

Richard James Thompson reported disposing of 40,000 Class A ordinary shares of Spring Valley Acquisition Corp. II. The disposition occurred through an automatic exchange tied to a business combination with Eagle Nuclear Energy Corp., rather than an open-market trade, and was recorded at $0.0000 per share.

How many Spring Valley (SVIIR) shares did the director dispose of in this Form 4?

The director disposed of 40,000 Class A ordinary shares of Spring Valley Acquisition Corp. II. This disposition was reported as a transaction with a stated price of $0.0000 per share and left him with zero directly owned Class A ordinary shares afterward.

Was the SVIIR insider transaction an open-market sale or part of a merger exchange?

The insider transaction was part of a merger-related exchange, not an open-market sale. The 40,000 shares were automatically exchanged for common stock of Eagle Nuclear Energy Corp. when a business combination closed under a detailed Amended and Restated Agreement and Plan of Merger.

What is the transaction code and description on this SVIIR Form 4?

The filing lists transaction code "D," described as a disposition to the issuer. This code indicates the 40,000 Class A ordinary shares were surrendered in a non-market transaction, consistent with the automatic exchange triggered by the business combination with Eagle Nuclear Energy Corp.

What are Richard James Thompson’s Spring Valley (SVIIR) holdings after this transaction?

After the reported transaction, Richard James Thompson directly owns zero Class A ordinary shares of Spring Valley Acquisition Corp. II. The Form 4’s post-transaction line shows total shares following the disposition as 0.0000, reflecting the full exchange of his reported holdings.

How is Eagle Nuclear Energy Corp. involved in this SVIIR insider filing?

Eagle Nuclear Energy Corp. is the merger partner receiving the exchanged equity. The 40,000 Spring Valley Class A ordinary shares were disposed of in an automatic exchange for Eagle Nuclear Energy Corp. common stock when the business combination agreement dated September 29, 2025, was consummated.

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Accepted by SEC EDGAR 02/26/2026 - 04:43 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THOMPSON RICHARD JAMES

(Last) (First) (Middle)

C/O SPRING VALLEY ACQUISITION CORP. II

2100 MCKINNEY AVE, SUITE 1675

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Spring Valley Acquisition Corp. II [ SVII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	02/24/2026		D		40,000	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposed of in an automatic exchange for shares of common stock of Eagle Nuclear Energy Corp. ("New Eagle") in connection with the consummation of the business combination pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of September 29, 2025, by and among New Eagle, Spring Valley Acquisition Corp. II, Eagle Energy Metals Corp., Spring Valley Merger Sub III, Inc., and Spring Valley Merger Sub II, Inc.

	/s/ Richard Thompson	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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