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  4. [Form 4] Spring Valley Acquisition Corp. II Insider Trading Activity

Director swaps 40,000 Spring Valley (SVIIR) shares in merger deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Spring Valley Acquisition Corp. II director David S. Buzby reported disposing of 40,000 Class A ordinary shares at a stated price of $0.0000 per share. The shares were automatically exchanged for common stock of Eagle Nuclear Energy Corp. in connection with the consummation of a business combination, leaving him with no Class A ordinary shares of Spring Valley.

Positive

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Negative

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Insights

Director’s 40,000-share disposition is an automatic merger-related exchange, not an open-market sale.

Director David S. Buzby disposed of 40,000 Spring Valley Acquisition Corp. II Class A ordinary shares at a stated price of $0.0000 per share. The filing classifies this as a disposition to the issuer, tied to a larger corporate transaction.

According to the footnote, the shares were automatically exchanged for common stock of Eagle Nuclear Energy Corp. in connection with consummation of a business combination under an Amended and Restated Agreement and Plan of Merger dated September 29, 2025. This indicates a structural share conversion rather than discretionary trading.

After the transaction, Buzby reported holding zero Spring Valley Class A ordinary shares. The economic impact for him depends on the value and terms of the Eagle Nuclear Energy Corp. shares received, which are not detailed in this excerpt.

Insider BUZBY DAVID S
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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did David S. Buzby report in this Form 4 for SVIIR?
David S. Buzby reported disposing of 40,000 Class A ordinary shares of Spring Valley Acquisition Corp. II. The disposition was recorded at a stated price of $0.0000 per share and left him with no remaining Class A ordinary shares in the company.

Was the 40,000-share transaction in SVIIR an open-market sale?
No, the 40,000-share transaction was not an open-market sale. The filing describes it as a disposition to the issuer, executed through an automatic exchange tied to a business combination, rather than a discretionary trade in the public market.

How were Spring Valley (SVIIR) shares exchanged in connection with the merger?
The 40,000 Spring Valley Class A ordinary shares were automatically exchanged for common stock of Eagle Nuclear Energy Corp. This exchange occurred in connection with the consummation of a business combination governed by an Amended and Restated Agreement and Plan of Merger.

What agreement governed the share exchange reported for SVIIR?
The share exchange was governed by an Amended and Restated Agreement and Plan of Merger dated September 29, 2025. Parties included Eagle Nuclear Energy Corp., Spring Valley Acquisition Corp. II, Eagle Energy Metals Corp., and two Spring Valley merger subsidiaries involved in completing the combination.

How many Spring Valley (SVIIR) Class A shares does Buzby own after this transaction?
After the reported transaction, David S. Buzby owns zero Spring Valley Class A ordinary shares. The Form 4 shows total shares following the disposition as 0.0000, reflecting the full exchange of his 40,000 shares in the merger-related transaction.

What is the transaction code used in this SVIIR Form 4 and what does it mean?
The transaction uses code “D,” which the filing describes as a disposition to the issuer. In this case, it reflects shares being surrendered as part of an automatic exchange for Eagle Nuclear Energy Corp. common stock, rather than a typical market sale for cash proceeds.
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
Estimated average burden
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*
BUZBY DAVID S
(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/ David Buzby 02/26/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR