SMR 10-Q
NUSCALE POWER Corp (SMR)
10-Q
2025-11-06
For: 2025-09-30
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
______________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____________ to ____________
Commission file number 001-39736
______________________
(Exact name of registrant as specified in its charter)
______________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(971 ) 371-1592
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The registrant had 167,659,304 Class A common shares, $0.0001 par value, and 130,817,571 Class B common shares, $0.0001 par value, outstanding as of October 31, 2025.
Table of Contents
| Page Number | ||||||||
| Glossary of Terms | ||||||||
| Cautionary Note Regarding Forward-Looking Statements | ||||||||
Glossary
The definitions and abbreviations set forth below apply to the indicated terms used throughout this filing.
• “CFPP LLC” refers to Carbon Free Power Project, LLC, an entity wholly owned by UAMPS.
• “Class A common stock” refers to shares of Class A common stock, par value $0.0001 per share, of NuScale Corp.
• “Class B common stock” refers to shares of Class B common stock, par value $0.0001 per share, of NuScale Corp, which represents the right to one vote per share and carries no economic rights.
• “Combined interests” refers to the combination of shares of Class B common stock and NuScale LLC Class B units required to be exchanged for Class A common stock.
• “Common stock” refers collectively to shares of Class A common stock and Class B common stock.
• “DCA” refers to Design Certification Application.
• “DOE” refers to the U.S. Department of Energy.
• “ENTRA1” refers to ENTRA1 Energy LLC.
• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.
• “Fluor” refers to Fluor Enterprises, Inc., a California corporation, which is wholly owned by Fluor
Corporation (NYSE: FLR).
• “FSER” refers to Final Safety Evaluation Report.
• “GAAP” refers to Generally Accepted Accounting Principles in the United States.
• “G&A” refers to general and administrative.
• “IPO” refers to the initial public offering of Spring Valley, which closed on November 27, 2020.
• “Legacy NuScale Equityholders” refers to the holders of NuScale LLC Class B units.
• “LLM Agreement” refers to the Long Lead Material Reimbursement Agreement, dated February 28, 2023, entered into between NuScale LLC and CFPP LLC.
• “Merger” refers to the merger of Merger Sub with and into NuScale LLC, with NuScale LLC as the surviving entity.
• “Merger Agreement” refers to the Agreement and Plan of Merger, dated as of December 13, 2021 (as amended, modified, supplemented or waived from time to time), between Spring Valley, Merger Sub and NuScale LLC.
• “Merger Sub” refers to Spring Valley Merger Sub, LLC, an Oregon limited liability company and a wholly owned subsidiary of Spring Valley.
• “Milestone Contribution” refers to milestone contributions included in the PMA
• “MWe” refers to one million watts of electric power, i.e. megawatts.
• “NPM” refers to NuScale Power Module™.
• “NRC” refers to the U.S. Nuclear Regulatory Commission.
• “NuScale” and the “Company” refers to NuScale Corp and its consolidated subsidiaries, including NuScale LLC.
• “NuScale Corp” refers to NuScale Power Corporation, a Delaware corporation and the combined company following the consummation of the Transaction.
• “NuScale LLC” refers to NuScale Power, LLC, an Oregon limited liability company and subsidiary of NuScale Power Corp.
• “NuScale LLC Class B units” refers to non-voting, Class B units of NuScale LLC.
• “PMA” refers to the Partnership Milestones Agreement entered into by NuScale LLC and ENTRA1 on August 27, 2025.
• “Private Placement Warrants” refers to the 8,900,000 warrants to purchase Spring Valley Class A ordinary shares that
were issued in a private placement concurrently with the IPO and converted in the Transaction into warrants to purchase Class A common stock.
• “Public Warrants” refers to the 11,500,000 redeemable warrants issued in the IPO and converted in the Transaction
into warrants to purchase Class A common stock.
• “R&D” refers to research and development.
• “RSUs” refers to restricted stock units.
• “Release Agreement” refers to the Confidential Settlement and Release Agreement, dated November 7, 2023, entered into between NuScale Power, LLC and CFPP LLC.
• “SEC” refers to the U.S. Securities and Exchange Commission.
• “Securities Act” refers to the Securities Act of 1933, as amended.
• “SDA” refers to Standard Design Approval.
• “SMR” refers to small modular reactor.
• “Spring Valley” refers to NuScale Corp prior to the Merger and prior to the change of its name from Spring Valley Acquisition Corp. to NuScale Power Corporation.
• “Transaction” refers to the transactions contemplated by the Merger Agreement during the 2022 fiscal year.
• “UAMPS” refers to the Utah Associated Municipal Power Systems.
• “Warrants” refers collectively to the Public Warrants and the Private Placement Warrants.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q, including, without limitation, statements regarding our financial position and business strategy and the expressed or implied expectations, beliefs, intentions, plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “continue,” “could,” “should,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “forecast,” “will,” “would,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-Q may include, for example, statements about:
•our need for and ability to obtain additional equity financing or other sources of funding, including in connection with the satisfaction of our payment obligations under the PMA (as defined below);
•our financial and business performance, including financial projections and business metrics, and our expectations regarding entering into firm revenue-producing contracts with future customers;
•our expectations regarding obtaining regulatory approvals, and the timing thereof, to deploy our SMRs in the United States and abroad;
•forecasts regarding end-customer adoption rates and demand for our products in markets that are new and rapidly evolving;
•macroeconomic conditions;
•adverse economic or market conditions that may harm our business;
•developments and projections relating to our partners, competitors and industry;
•limitations on the effectiveness of our controls and procedures and our remediation plans related thereto;
•our ability to implement and maintain effective policies, procedures, and internal controls;
•the amount of time for which we expect our cash and cash equivalents, and short-term investment balances and other available financial resources to be sufficient to fund our operations;
•our anticipated growth rates and market opportunities;
•the dependence of our business on our ability to attract and retain talented employees;
•litigation contingencies; and
•the potential for our business development efforts to maximize the potential value of our portfolio.
Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. Many factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, and there can be no assurance that future developments affecting us will be those we have anticipated.
Important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, include, but are not limited to, the following: our status as a holding company; NuScale LLC being treated as a corporation for U.S. federal income tax or state tax purposes; requirements under the Tax Receivable Agreement; our ability to enter into binding contracts with customers to deliver NPMs; competition for commercial SMRs; delays in the development and manufacturing of NPMs and related technology; the possibility that we may incur losses in the future and may not be able to achieve or maintain profitability; the cost of electricity generated from nuclear sources or our NPMs may not be cost competitive; the market for SMRs is not yet established and may not achieve growth as expected; our dependence on our relationships with ENTRA1, Fluor and other strategic investors and partners; risks related to the PMA; our ability to manage our growth effectively; our need for additional funding in the future; manufacturing and construction issues; loss of government funding; the politically sensitive environment we operating in and the public perception of nuclear energy; our dependence on senior management and other highly skilled personnel; our ability to obtain design approvals internationally; our customers’ ability to obtain required regulatory approvals on a timely basis or at all; compliance with environmental laws and evolving government laws and regulations; the impact of changing trade policies and new or increased tariffs; risks related to cybersecurity; changes in tax laws; our ability to protect our intellectual property; our limited number of authorized shares available for issuance; the price of our Class A common stock may be
volatile; resales of a majority of our shares that are or will be outstanding may cause the price of our stock to drop; risks related to our largest stockholder; additional sales of our common stock or exercise of our options could result in dilution to our stockholders; we have and may in the future be subject to short selling strategies; our ability to remediate the material weakness in our financial reporting; and other factors and uncertainties as are described in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”) and below in Part II, Item 1A “Risk Factors” of this Form 10-Q. If one or more of those risks or uncertainties materialize, or if any of our assumptions prove incorrect, actual results may vary in material respects from those projected in those forward-looking statements. There may be additional risks that we currently consider immaterial, or which are unknown. It is not possible to predict or identify all such risks. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. No person should take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future and are cautioned not to place undue reliance on the forward-looking statements included in this Form 10-Q.
Additional Information
NuScale Power Module™ is a trademark of ours that is used in this Form 10-Q and referred to in this Form 10-Q as NPM. Solely for convenience, the trademark referred to in this Form 10-Q may appear without the ™ symbol, but those references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to this trademark.
Part I - Financial Information
Item 1. Financial Statements
NuScale Power Corporation
Condensed Consolidated Balance Sheet (Unaudited)
(in thousands, except share and per share amounts) | September 30, 2025 | December 31, 2024 | ||||||||||||
| ASSETS | ||||||||||||||
| Current Assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
| Restricted cash | ||||||||||||||
| Prepaid expenses | ||||||||||||||
Accounts and other receivables, net (2025 - $ | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| In-process research and development | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Long-lead material work in process | ||||||||||||||
| Investments | ||||||||||||||
| Other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||||||||
| Accrued compensation | ||||||||||||||
| Long-lead material liability | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Noncurrent liabilities | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Total Liabilities | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||
Class A common stock, par value $ | ||||||||||||||
Class B common stock, par value $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total Stockholders’ Equity Excluding Noncontrolling Interests | ||||||||||||||
| Noncontrolling interests | ( | ( | ||||||||||||
| Total Stockholders' Equity | ||||||||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
1
NuScale Power Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except share and per share amounts) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Revenue (2025 - $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ||||||||||||||||||||||
| Gross Margin | ||||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
Other expenses (2025 - $ | ||||||||||||||||||||||||||
| Loss From Operations | ( | ( | ( | ( | ||||||||||||||||||||||
| Sponsored cost share | ||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | ( | ( | ||||||||||||||||||||||||
| Investment income | ||||||||||||||||||||||||||
| Loss Before Income Taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Foreign income taxes | ||||||||||||||||||||||||||
| Net Loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ( | ||||||||||||||||||||||
| Net Loss Attributable to Class A Common Stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Loss per Share of Class A Common Stock: | ||||||||||||||||||||||||||
| Basic and Diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted-Average Shares of Class A Common Stock Outstanding: | ||||||||||||||||||||||||||
| Basic and Diluted | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
2
NuScale Power Corporation
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
| (in thousands) | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of common share options and vested RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of combined interests for Class A common stock | ( | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Rebalancing of ownership percentage between controlling and the noncontrolling interests | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign income tax accrual to noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of common share options and vested RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of combined interests for Class A common stock | ( | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Rebalancing of ownership percentage between controlling and the noncontrolling interests | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign income tax accrual to noncontrolling interests | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
3
(in thousands) | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | $ | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of common share options and vested RSUs | — | — | — | — | — | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | — | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Exchange of combined interests for Class A common stock | — | ( | — | — | — | — | $ | |||||||||||||||||||||||||||||||||||||||||||
| Rebalancing of ownership percentage between controlling and the noncontrolling interests | — | — | — | — | ( | — | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of common share options and vested RSUs | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | — | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Exchange of combined interests for Class A common stock | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Rebalancing of ownership percentage between controlling and the noncontrolling interests | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
4
NuScale Power Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| OPERATING CASH FLOW | ||||||||||||||
| Net Loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to operating cash flow: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Equity-based compensation expense | ||||||||||||||
| Disposal of property, plant and equipment | ||||||||||||||
| Impairment of intangible asset | ||||||||||||||
| Gain on insurance proceeds received for damage to property, plant and equipment | ( | |||||||||||||
| Change in fair value of warrant liabilities | ||||||||||||||
| Other changes in assets and liabilities: | ||||||||||||||
| Prepaid expenses and other assets | ( | |||||||||||||
Accounts and other receivables (2025 - $( | ||||||||||||||
| Long-lead material work in process | ( | ( | ||||||||||||
| Long-lead material liability | ( | |||||||||||||
Accounts payable and accrued expenses (2025 - $ party) | ( | |||||||||||||
| Nonrefundable customer deposit | ||||||||||||||
| Net change in right of use assets and lease liabilities | ( | ( | ||||||||||||
| Deferred revenue | ( | |||||||||||||
| Accrued compensation | ( | |||||||||||||
| Net Cash Used in Operating Activities | ( | ( | ||||||||||||
| INVESTING CASH FLOW | ||||||||||||||
| Proceeds from sale of short-term investments | ||||||||||||||
| Proceeds from sale of investments | ||||||||||||||
| Purchase of short-term investments | ( | ( | ||||||||||||
| Purchase of investments | ( | |||||||||||||
Purchase of property, plant and equipment | ( | |||||||||||||
| Insurance proceeds received for damage to property, plant and equipment | ||||||||||||||
| Net Cash Used in Investing Activities | ( | ( | ||||||||||||
| FINANCING CASH FLOW | ||||||||||||||
| Proceeds from the issuance of common stock, net of issuance fees | ||||||||||||||
| Proceeds from exercise of common share options | ||||||||||||||
| Net Cash Provided by Financing Activities | ||||||||||||||
| Net Change in Cash, Cash Equivalents and Restricted Cash | ( | |||||||||||||
| Cash, cash equivalents and restricted cash: | ||||||||||||||
| Beginning of period | ||||||||||||||
| End of period | $ | $ | ||||||||||||
| Summary of Noncash Investing and Financing Activities: | ||||||||||||||
| Accrued foreign income tax withholding to noncontrolling interests | $ | $ | ||||||||||||
| Plant, property and equipment in accounts payable | ||||||||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||||
| Foreign income taxes paid | $ | $ | ||||||||||||
The accompanying notes are an integral part of these financial statements.
5
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
1.Nature of Business
Organization
NuScale Power Corporation (“NuScale Corp”) is incorporated under the laws of Delaware. The Company is the primary beneficiary of NuScale LLC, a variable interest entity (“VIE”), and all activity of NuScale LLC and the Company are consolidated herein. NuScale LLC is a limited liability company organized in Oregon in 2011. “NuScale”, the “Company”, “us”, “we” and “our” refer to NuScale Corp and its consolidated subsidiaries.
Operations
NuScale is commercializing a modular, scalable electric Light Water Reactor nuclear power plant with 77 megawatt (gross) NPMs, using exclusive rights to a nuclear power plant design obtained from Oregon State University (“OSU”). The following represents key milestones in the development of this technology:
•December 2016: DCA completed;
•January 2017: DCA submitted to the NRC;
•March 2017: DCA accepted for review by the NRC;
•August 2020: NRC issued the FSER;
•July 2023: SDA Application and associated licensing topical reports accepted for formal review by the NRC; and
•May 2025: NRC finalized their review and approved the SDA.
The FSER represented the NRC’s completion of its technical review and approval of the NuScale SMR design. Now that the NRC has also approved the SDA, customers are able to proceed with plans to develop NuScale power plants and file applications seeking permission to build and operate an SMR in the United States that utilizes the 77 megawatt-per-module NPM design.
To develop and commercialize its NPM, the Company has partnered with ENTRA1 through a series of strategic and partnership agreements. ENTRA1 is NuScale’s exclusive global strategic partner for the commercialization and development of power plants utilizing NPMs. ENTRA1 is also considered a prospective customer as the Company is a key supplier for the sale and installation of NPMs on future ENTRA1 energy projects.
The Company’s activities are subject to significant risks and uncertainties, including failing to secure funding to sustain operations until we reach commercialization and obtain customers.
The majority of the Company’s operations and long-lived assets were attributable to operations in the United States other than the long-lead material work in process being manufactured in South Korea during the 2025 and 2024 fiscal years.
2.Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under GAAP, and therefore should be read in conjunction with our 2024 Annual Report on Form 10-K. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year.
These financial statements are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature that are necessary to present fairly our financial position and our operating results as of and for the interim periods presented.
6
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
Principles of Consolidation
Cash, Cash Equivalents, Investments and Restricted Cash
Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at the time of purchase. Our Short-term investments have an initial maturity of between three and twelve months at the time of purchase, while anything with a maturity in excess of twelve months is included as Investments on the condensed consolidated balance sheet.
Cash in the amount of $5,100
Revenue Recognition
In addition to advancing the commercialization of its SMR, NuScale provides engineering and licensing services, while also charging licensing fees to customers.
The Company recognizes fixed price contract revenue with multiple performance obligations as each obligation is completed. The Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. For performance obligations satisfied at a point in time, we recognize revenue when delivery of the promised good has occurred or the service has been rendered. For performance obligations satisfied over time we use the cost to cost input method to estimate the amount to recognize. Revenue recognized on contracts that has not been billed to customers is classified as a current asset under Accounts and other receivables on the condensed consolidated balance sheet. Amounts billed to clients in excess of revenue recognized are classified as Deferred revenue.
Consideration Paid to Customer or Prospective Customer
Under the PMA, ENTRA1 is a prospective customer of NuScale. As such, contributions made by NuScale to ENTRA1 under the PMA fall under the guidance of ASC 606, Revenue Recognition, for consideration paid to customers or prospective customers. Management evaluates the facts and circumstances of any payments to ENTRA1 to determine the nature of the payment, rights and obligations under the contract and whether the payment meets the definition of an asset. Based on management’s review of the terms that trigger payment of Milestone Contribution 1 of the PMA (see Note 8), the Company has determined that payment of Milestone Contribution 1 does not meet the criteria required under ASC 606 for capitalization, and as such has been expensed as incurred.
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures and is effective for annual periods beginning after December 15,
7
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. Qualitative disclosures about any remaining amounts in relevant expense line items must be provided. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on our consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. ASU 2025-05 is effective for annual periods beginning for the fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles -Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and for interim reporting periods beginning in that fiscal year. The Company is currently evaluating the impact that this update will have on the consolidated financial statements.
3.Noncontrolling Interests and Loss Per Share
Noncontrolling Interests
Following the Transaction, holders of Class A common stock own direct controlling interests in the results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s condensed consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B units. The following table summarizes the economic interests of NuScale Corp between the holders of Class A common stock and indirect economic interests held by holders of NuScale LLC Class B units.
8
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
| As of and for the Three Months Ended September 30, | As of and for the Nine Months Ended September 30, | |||||||||||||||||||||||||
| Noncontrolling Interests | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| NuScale Corp Class A common stock | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Exchange of combined interests for Class A common stock | ||||||||||||||||||||||||||
| Issuance of Class A common stock | ||||||||||||||||||||||||||
| Exercise of options, warrants and vested RSUs | ||||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| NuScale LLC Class B Units (NCI) | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Exchange of combined interests for Class A common stock | ( | ( | ( | ( | ||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Issuance of Class A common stock | ||||||||||||||||||||||||||
| Exercise of options, warrants and vested RSUs | ||||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
The ownership percentages of the controlling and noncontrolling interests are as follows:
| As of and for the Three Months Ended September 30, | As of and for the Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| NuScale Corp Class A common stock | ||||||||||||||||||||||||||
| Beginning of period | % | % | % | % | ||||||||||||||||||||||
| End of period | % | % | % | % | ||||||||||||||||||||||
| NuScale LLC Class B Units (NCI) | ||||||||||||||||||||||||||
| Beginning of period | % | % | % | % | ||||||||||||||||||||||
| End of period | % | % | % | % | ||||||||||||||||||||||
The NCI may decrease according to the number of shares of Class B common stock and NuScale LLC Class B units that are exchanged for shares of Class A common stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of Class A common stock received in a contemporaneous equity issuance. After each exchange, NuScale LLC equity attributable to NuScale Corp is rebalanced to reflect the change in ownership percentage, which is calculated above based on NuScale LLC Class B units and shares of Class A common stock, as a percentage of Combined interests.
On July 31, 2025, the Company and Fluor entered into an Exchange and Lock-up Agreement that increased the maximum exchange limit in connection with the August 12, 2025 exchange of NuScale LLC Class B units held by Fluor for Class A common stock to 15,000,000 (the “Exchange and Lock-up Agreement”). The Exchange and Lock-up
9
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
Agreement also subjects Fluor to certain lock-up and trading restrictions, subject to certain exceptions, with respect to any Class A common stock received by Fluor in the exchange. On August 12, 2025, pursuant to this agreement, Fluor exchanged 15,000,000 of NuScale LLC Class B units, while other holders of NuScale LLC Class B units exchanged a total of 5,165,878 .
Loss Per Share
Basic loss per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of RSUs, stock options and Warrants using the “treasury stock” method and for all other interests that convert into potential shares of Class A common stock, if any, using the “if converted” method. Net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the Company’s share of NuScale LLC’s net loss, net of NuScale Corp taxes, after giving effect to all other interests that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.
The following table sets forth the computation of basic and diluted net loss per share of Class A common stock. Class B common stock represents a right to cast one vote per share at the NuScale Corp level, and carries no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented.
| As of and for the Three Months Ended September 30, | As of and for the Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net loss attributable to Class A common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted-average shares for basic and diluted loss per share | ||||||||||||||||||||||||||
| Basic and Diluted loss per share of Class A common stock | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Anti-dilutive securities excluded from shares outstanding: | ||||||||||||||||||||||||||
| Shares of Class B common stock | ||||||||||||||||||||||||||
| Stock options | ||||||||||||||||||||||||||
| Warrants | ||||||||||||||||||||||||||
| Time-based RSUs | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
On August 11, 2025, NuScale entered into a sales agreement (the “Sales Agreement”) with UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. as sales agents under which the Company may offer and sell shares of our Class A common stock, having an aggregate sales price of up to $500,000 (the “ATM Program”). On November 8, 2024, the Company entered into a sales agreement with TD Securities (USA) LLC, UBS Securities LLC, B. Riley Securities, Inc. and Canaccord Genuity LLC as sales agents under which the Company offered and sold shares of Class A common stock, having an aggregate sales price of up to $200,000 (the “2024 ATM Program”). In connection with the entry into the Sales Agreement, NuScale terminated the 2024 ATM Program.
During the three months ended September 30, 2025, the Company issued and sold 13,216,809 shares of Class A common stock for the gross and net proceeds of $475,185 and $462,613 , respectively, with a weighted average price of $36.05 per share. During the nine months ended September 30, 2025, the Company issued and sold a combined
10
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
total of 17,764,936 shares of Class A common stock for the gross and net proceeds of $577,601 and $562,370 , respectively, with a weighted average price of $33.68 per share under the ATM Program and 2024 ATM Program. As of September 30, 2025, and after the Company allocated 10,000,000 shares from the NuScale Power Corporation 2022 Long-Term Incentive Plan, the Company had 16,783,191 shares of Class A common stock, at an aggregate sales price up to $24,815 , eligible for sale under the ATM Program.
4.Fair Value Measurement
The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).
The levels of hierarchy are described below:
Level 1 Quoted prices in active markets for identical instruments;
Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement.
The carrying amount of certain financial instruments, including deposits, accounts payable and accrued expenses, approximates fair value due to their short maturities. Our cash equivalents consist of money market funds denominated in U.S. dollars and certificates of deposit, while our Short-term investments consist of certificates of deposit. Our Investments include United States Government Mortgage-backed Securities (“U.S. Government Securities”) and Corporate Bonds issued by major United States banks (“Corporate Bonds”). The U.S. Government Securities and Corporate Bonds are all rated A1 or above and are classified as held-to-maturity and carried at amortized cost, as the Company has the intent and the ability to hold them until they mature. The carrying values of the U.S. Government Securities and Corporate Bonds are adjusted for accretion of discounts over the remaining life of the investment, while interest or investment income are recognized in investment income in the Company’s condensed consolidated statement of operations.
In determining the allowance for expected credit losses under ASC 326, Credit Losses, the credit quality and collectability of each class of financial assets are evaluated. For our Treasury Bills, U.S. Government Securities, Certificates of Deposit and Corporate Bonds, based on the maturity of the instruments and the strong credit ratings and historical performance of the counterparty, analysis indicates a minimal probability of default, and therefore, the expected credit loss is considered to be negligible.
11
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
The following table represents the Company’s financial assets measured at fair value on a recurring basis at September 30, 2025, while no such financial instruments were held at December 31, 2024:
| Amortized Cost Basis | Fair Value Measurements Using | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||
| Cash Equivalents: | ||||||||||||||||||||||||||||||||
| Certificates of Deposit | $ | $ | — | $ | $ | — | $ | |||||||||||||||||||||||||
| Money Market Accounts | ||||||||||||||||||||||||||||||||
| Short-term Investments: | ||||||||||||||||||||||||||||||||
| Certificates of Deposit | — | — | ||||||||||||||||||||||||||||||
| Investments: | ||||||||||||||||||||||||||||||||
U.S. Government Securities | ||||||||||||||||||||||||||||||||
| Corporate Bonds | ||||||||||||||||||||||||||||||||
| Total as of September 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
5.Accounts and Other Receivables
Accounts and other receivables, net include reimbursement requests outstanding from the cost share awards, interest receivable and commercial accounts receivable. The cost share reimbursement requests are recognized as eligible costs are incurred. Reimbursement under the awards is recognized as award funds are obligated, and are included in Sponsored cost share in the condensed consolidated statement of operations. Interest receivable of $2,027 and $1,398 was outstanding at September 30, 2025 and December 31, 2024, respectively.
Accounts receivable are presented net of allowance for credit losses. Management estimates an allowance for credit losses by evaluating customer and transaction-specific conditions, including adverse situations that may affect a customer’s ability to pay, as well as both microeconomic and macroeconomic factors.
Interest receivable earned from our financial assets measured at fair value is analyzed under ASC 326, Credit Losses. Based on the analysis of the underlying financial instruments, it is considered to be negligible.
As of December 31, 2024, the Company had an allowance for credit losses of $1,000 . However, during the three months ended September 30, 2025, management evaluated this allowance further, and after discussions with the customer, confirmed the amount to be uncollectible, thereby recording a charge-off of $1,000 . No other changes to the Company’s allowance for credit losses impacted the three and nine months ended September 30, 2025, and there is no allowance for credit losses balance as of September 30, 2025.
12
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
6.Property, Plant and Equipment
Property, plant and equipment consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Furniture and fixtures | $ | $ | ||||||||||||
| Office and computer equipment | ||||||||||||||
| Software | ||||||||||||||
| Operations equipment | ||||||||||||||
| Leasehold improvements | ||||||||||||||
| Less: Accumulated depreciation | ( | ( | ||||||||||||
| Add: Assets under development | ||||||||||||||
| Net property, plant and equipment | $ | $ | ||||||||||||
Depreciation of property, plant and equipment for the three months ended September 30, 2025 and 2024 was $249 and $394 , respectively. Of these amounts, $58 and $191 is included in G&A expenses and Other expense, respectively, for the 2025 fiscal year and $73 and $321 , respectively, for the 2024 fiscal year.
7.Long-Lead Material Work In Process and Liability
As part of the LLM Agreement with CFPP LLC, the Company subcontracted for the purchase of certain long-lead materials (“LLM”) in the amount of $55,700 , that were to be used in the fabrication of NPMs on behalf of CFPP LLC. This LLM Agreement has since been suspended, and wind down procedures have begun, with the ultimate disposition of the LLM finalized.
On September 22, 2025, the Company entered into a tri-Party Agreement with the U.S. Department of Energy and CFPP LLC on Long Lead Materials (“LLM Settlement”). Under the LLM Settlement, NuScale was obligated to pay CFPP LLC an amount equal to $32,323 , on or before October 1, 2025, after which, CFPP LLC had three business days to pay DOE the $32,323 . Upon DOE’s confirmed receipt of funds, NuScale shall be deemed the sole legal owner of the LLM with exclusive rights and without any restrictions. On October 1, 2025, NuScale paid CFPP LLC the required amount, and on October 8, 2025, NuScale and DOE executed a Release and Assignment of Rights, giving NuScale sole and exclusive legal ownership of the LLM.
As of September 30, 2025 and December 31, 2024, NuScale has included a Long-lead material liability on the accompanying condensed consolidated balance sheet in the amount of $32,323 and $32,327 , respectively.
8.Partnership Milestones Agreement with ENTRA1
On August 27, 2025, NuScale LLC and ENTRA1 executed the PMA, in furtherance of business development and project development activities supported by ENTRA1. Concurrently, NuScale Corp and ENTRA1 executed a Guaranty Agreement, whereby NuScale Corp agreed to guaranty the obligations of NuScale LLC under the PMA.
Under the PMA, NuScale is named the key supplier to future ENTRA1 energy projects with respect to the supply of SMR technology, while ENTRA1 retains sole and full discretion to select, contract with, or purchase from NuScale. Under the PMA, the Company is required to make Milestone Contributions to ENTRA1, or its designated affiliate, for each NPM or other NuScale product which may be nominally rated at 77 MWe or with other specifications to provide energy and/or steam that is anticipated to be placed in a contemplated project or power plant (each, an “Energy
13
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
Project”). The PMA also includes a negotiated maximum sale price for each NPM to be delivered and installed in an ENTRA1 Energy Project. The Milestone Contribution is broken down into three tranches as follows:
•Milestone Contribution 1 (15 % of total Milestone Contribution) - Upon execution by ENTRA1, or its designated affiliate, of a non-binding term sheet, memorandum of understanding, letter of intent or framework agreement with a third party related to the development of an Energy Project with a third party.
•Milestone Contribution 2 (35 % of total Milestone Contribution) - Upon execution by ENTRA1, or its designated affiliate, of a binding purchase power agreement, energy off-take agreement or document with a third party in connection with the development of an Energy Project with a third party or the deployment of one or more NPMs into a potential Energy Project.
•Milestone Contribution 3 (50 % of total Milestone Contribution) - Upon execution by ENTRA1, or its designated affiliate, a third party or any other party designated by ENTRA1 as a counterparty of an original equipment manufacturing agreement with NuScale for NPMs, or such other form of binding documentation in connection with the purchase or deployment of NPMs.
The initial term of the PMA expires on December 31, 2045. The term of the PMA automatically renews for subsequent -year periods, unless either party gives at least twelve months prior written notice before the end of the then relevant term. The PMA may be terminated by either party upon written notice if the other party: (i) becomes insolvent (as declared by a court of competent jurisdiction in a final non-appealable judgment); (ii) makes an assignment for the benefit of creditors; (iii) admits in writing its inability to pay debts as they mature; or (iv) is the subject of any proceeding filed by such other party under any bankruptcy or insolvency law that is not dismissed within 120 days.
As of September 30, 2025, the criteria for triggering payment of Milestone Contribution 1 has been achieved, as ENTRA1 has entered into a non-binding agreement relating to 72 NPMs. As such, Milestone Contribution 1 resulted in the recognition of a one-time expense of $495,018 included in General and administrative expenses on the condensed consolidated statement of operations, a payment of $148,505 and a liability of $346,513 included in Accounts payable and accrued expenses on the condensed consolidated balance sheet.
9.Segment Information
The Company presently operates in one business segment, the commercialization of a modular, scalable electric Light Water Reactor nuclear power plant, with 77 megawatt (gross) NPMs. In the future the Company also plans to generate revenue by providing critical services, such as start-up and testing and nuclear fuel and refueling services, over the life cycle of each power plant. However, at the Company’s current stage, all significant revenue generated to date arises from engineering and licensing fees and services provided to potential customers, with the end goal of selling NPMs.
14
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
10.Revenue
The following table presents our revenue disaggregated into categories based on the nature of such revenues:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| Revenue Categories | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Power Plant and NPM related services | $ | $ | $ | $ | |||||||||||||||||||
| Energy Exploration Centers | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
11.Employee Benefits
12.Income Taxes
NuScale LLC was historically and remains a partnership for U.S. federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of NuScale LLC.
The effective tax rate was 0
During the three and nine months ended September 30, 2025, the Company incurred no 342 in foreign withholding tax expense in the country of Romania during the nine months ended September 30, 2025. The Company incurred a de minimis amount of foreign income tax expense during the three and nine months ended September 30, 2024.
The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at NuScale Corp as of September 30, 2025, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.
For the nine months ended September 30, 2025, there have been 23,437,092 NuScale LLC Class B units exchanged for shares of Class A common stock by the Legacy NuScale Equityholders. Pursuant to the Tax Receivable Agreement (“TRA”) entered into between NuScale Corp and various legacy NuScale Equityholders on May 2, 2022, NuScale has to pay 85 % of the net cash tax savings from certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from exchange by the legacy Equity holders of NuScale LLC Class B units and Class B common stock for shares of Class A common stock or cash. As result of the Class B exchanges executed during the year 2025, the implied TRA obligation increased from $63,360 as
15
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
of December 31, 2024 to $250,848 as of September 30, 2025. Given NuScale Corp’s current tax situation the liability is not probable, and therefore not recorded.
The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.
13.Equity-Based Compensation
Time-based RSUs
On February 28, 2025, the Company’s Board of Directors (the “Board”) approved 1,611,357 employee time-based RSU awards, of which 1,576,743 RSUs were granted during the nine months ended September 30, 2025, for an aggregate value of $28,009 , while during the same period in the prior year, 4,598,635 RSUs with an aggregate value of $14,716 were granted to employees. Both awards vest one-third annually from the grant date. During the three and nine months ended September 30, 2025, 2,085,800
14.Related Party Transactions
From time to time, NuScale enters into strategic agreements with Fluor, whereby Fluor or the Company perform services for one another. While the Company incurred no expenses related to Fluor during the 2025 fiscal year, during the nine months ended September 30, 2024, NuScale incurred expenses of $108 . No
For the three and nine months ended September 30, 2025, the Company earned revenue of $7,873 and $22,573 , respectively, from Fluor, while earning $47 and $570 , respectively, for the three and nine months ended September 30, 2024. At September 30, 2025 and December 31, 2024, Fluor owed the Company $5,186 and $3,655 , respectively, which are included in Accounts and other receivables, net on the condensed consolidated balance sheet.
For the three and nine months ended September 30, 2025, Fluor accounted for 96 % and 76 %, respectively, of total revenue, while for the same periods in the prior year, Fluor accounted for 10 % and 20 %, respectively.
15.Commitments and Contingencies
Legal Proceedings
In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Other than as disclosed immediately below, the Company does not believe that any legal claims are material to the Company. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations.
Multiple shareholder class action lawsuits were filed in the U.S. District Court for the District of Oregon against the Company and certain of its current or former officers, namely John Hopkins, Chris Colbert, Robert Hamady and Clayton Scott: (1) Sigman v. NuScale Power Corp., et al. (Case No. 23-1689, filed November 15, 2023), and (2) Ryckewaert v. NuScale Power Corp., et al. (Case No. 23-1956, filed December 26, 2023). These lawsuits asserted
16
NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
virtually identical allegations and claims and were consolidated before the same judge on February 2, 2024. The lawsuits assert claims under the federal securities laws and allege that the Company and members of management made materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations and prospects, and specifically about certain of the Company’s agreements with customers. On July 1, 2025, after granting the Company’s motion to dismiss, the court entered a judgment dismissing the consolidated case with prejudice.
On December 10, 2024, a purported class action lawsuit titled Tucker v. NuScale Power Corporation, et al., Case No. 2024-1272-NAC (Del. Ch. Ct.) was filed in the Court of Chancery of the State of Delaware. The lawsuit names the Company, eight current board members and one former board member as defendants. The lawsuit broadly alleges that the Company’s corporate opportunity waiver provision contained in the Company’s Certificate of Incorporation is overbroad and impermissibly waives certain fiduciary duties in contradiction to state statutory law. The named plaintiff seeks injunctive and declaratory relief, certification as class representative, and costs and fees for a to-be certified class of plaintiffs. The Board determined that it was in the Company’s best interest to seek an early negotiated resolution of the lawsuit without admitting liability, and before incurring significant litigation costs.
The Company therefore submitted revised corporate opportunity waiver language to the stockholders in advance of the Company’s 2025 annual meeting with the recommendation that the stockholders adopt the proposal, explaining that while the Company believed that the existing waiver provision as currently drafted, comports with Delaware law, the proposed amendment would clarify that it is not, and was never, the Company’s intent to waive a fiduciary’s duty of loyalty, and that such waiver applies to a defined set of business opportunities. The proposed amendment would more closely align with the text of applicable Delaware statutory law, as well as the intent expressed by the state legislature in passing such laws.
Plaintiff, having been informed of the Company’s actions taken, then voluntarily dismissed the lawsuit. The stockholders thereafter voted to adopt the proposal and the Company’s Certificate of Incorporation was amended in connection therewith.
The parties have agreed that the Company shall pay plaintiff’s counsel $85 (the “Mootness Fee”) to resolve the anticipated application by plaintiff’s counsel for an award of attorney’s fees and reimbursement of expenses. In connection with the August 6, 2025 stipulated order closing the case, the Court ordered that the Company provide this notice. The Court has not and will not pass judgment on the amount of the Mootness Fee.
Doug Hoelscher et. al. v. John L. Hopkins, et. al. On May 14, 2025, three purported shareholders of NuScale Corp, Doug Hoelscher, Kimberly Hoelscher, and Cyril Hoelscher, filed suit in the U.S. District Court for the District of Oregon against certain of NuScale Corp’s current and former officers and directors, namely John L. Hopkins, Chris Colbert, Robert R. Hamady, Clayton Scott, James T. Hackett, Alan L. Boeckmann, Alvin C. Collins, Kent Kresa, Christopher Sorrells, Kimberly O. Warnica, Bum-Jin Chung, Shinji Fujino, and Jim Breuer. Plaintiffs alleged that certain members of NuScale Corp’s management made materially false and/or misleading statements and failed to disclose materially adverse facts about NuScale Corp’s business, operations and prospects, and specifically about NuScale Corp’s agreements with customers. Plaintiffs voluntarily dismissed the action on August 6, 2025.
Cash Obligations and Commitments
Under the Release Agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of demobilization and wind down costs with CFPP LLC. This account is identified as Restricted cash in the amount of $5,100 5,000 letter of credit outstanding at September 30, 2025.
In December 2024, the Company entered into a purchase commitment for additional LLM to support the development of future NPMs. During the nine months ended September 30, 2025, the Company entered into additional long-term commitments to support the development of future NPMs.
In January 2025, NuScale entered into sales and marketing agreements for services to be provided ratably over 2025 and these sales and marketing agreements were extended for one additional year, increasing the Company’s commitment by an additional $34,800 .
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NuScale Power Corporation
Notes to the Unaudited Condensed Consolidated Financial Statements
(in thousands, except shares and per share amounts)
As previously noted, after entering into the LLM Settlement on September 22, 2025, NuScale was required to pay CFPP LLC an amount equal to $32,323 , on or before October 1, 2025. As this payment was made subsequent to September 30, 2025, it has been included in our commitments schedule below within the Materials purchase commitments - LLM.
As of September 30, 2025, the criteria for triggering payment of Milestone Contribution 1 under the PMA has been achieved, as ENTRA1 has entered into a non-binding agreement relating to 72 NPMs. This achievement resulted in a liability of $346,513 for contributions payable in 2025 and 2026, which is included in Accounts payable and accrued expenses on the condensed consolidated balance sheet, the payments of which are included in the commitments schedule below.
The following table sets forth the principal cash obligations and commitments that the Company has entered into, assuming no renewals thereafter.
| Payments Due By Year | ||||||||||||||||||||||||||||||||
| Total | 2025 | 2026 | 2027 | 2028 | ||||||||||||||||||||||||||||
| Materials purchase commitments - LLM | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Supply chain readiness and manufacturing | ||||||||||||||||||||||||||||||||
| Services commitments - Other | ||||||||||||||||||||||||||||||||
| Sales and marketing agreements | ||||||||||||||||||||||||||||||||
| PMA contributions | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
From time to time, NuScale enters into technical assistance grant programs with the United States Trade and Development Agency (“USTDA”), whereby the Company receives cost share commitments to support licensing work in foreign markets. Under these programs, NuScale has agreed to pay the USTDA a certain percentage of all revenue earned in a geographic area or associated with a specific contract. Should NuScale earn revenue under the guidelines of these programs, the Company could owe the USTDA for funds previously received, or up to $7,070 .
16.Subsequent Events
Exchange Agreement and Tax Receivable Agreement Amendment
On November 6, 2025, NuScale, entered into an Exchange Agreement (the “Exchange Agreement”) with Fluor, whereby NuScale has agreed to exchange all 110,936,472 of Fluor’s currently held NuScale LLC Class B units and shares of Class B common stock for a like number of shares of the Company’s Class A common stock. In consideration for the exchange, Fluor has agreed to a) certain trading limitations on the sale of its Class A common stock, b) vote all the shares of the Class A common stock that Fluor then owns in favor of any proposal to amend the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares up to 662 million, c) amend the Exclusivity Agreement, dated September 30, 2011 (as amended, the “Exclusivity Agreement”), between NuScale LLC and Fluor and d) Amend the TRA to reduce any tax payments due to Fluor from NuScale under the TRA by 50 %.
The Company agrees not to sell any of the Newly Authorized Shares prior to March 1, 2026, except for up to 20 million Newly Authorized Shares that may be sold in any transaction other than certain underwritten, registered offerings or PIPE transactions. In connection with the Exchange Agreement, NuScale and Fluor agreed to certain mutual releases related to the Exclusivity Agreement, Fluor’s exclusivity rights on NuScale projects, NuScale’s relationship with ENTRA1, and any limitations placed on Fluor’s ability to exchange shares. NuScale also agreed to indemnify Fluor with respect to certain claims by certain third-parties.
In connection with the Exchange Agreement, the Company and Fluor entered into a Tax Receivable Agreement Amendment agreement (the “Amendment”) to reduce any tax payments due to Fluor from NuScale under the TRA by 50 %. For the avoidance of doubt, the Amendment does not reduce the tax payments due any other party to the TRA.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of NuScale Corp should be read together with our financial statements as of and for the years ended December 31, 2024, 2023 and 2022 and our unaudited interim condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025 and 2024, together with related notes thereto. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties, including, but not limited to, those described under the sections entitled “Risk Factors” in this Form 10-Q and our 2024 Annual Report on Form 10-K. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors. As used herein, “NuScale,” the “Company,” “us,” “our” or “we” refer to NuScale Corp, together with its consolidated subsidiaries.
Overview
Our mission is to provide scalable advanced nuclear technology to produce electricity, heat and clean water to improve the quality of life for people around the world. We are changing the power that changes the world by creating an energy source that is smarter, cleaner, safer and cost competitive.
Our small modular reactor (“SMR”), known as NuScale Power Module™ (“NPM”), provides a scalable power plant solution incorporating enhanced safety, improved affordability and extended flexibility for diverse electrical and process heat applications. Our scalable design provides carbon-free energy at a reduced cost when compared with gigawatt-sized nuclear facilities.
Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In 2017, we submitted our Design Certification Application (“DCA”) to the U.S. Nuclear Regulatory Commission (“NRC”). On August 28, 2020, the NRC issued its Final Safety Evaluation Report, representing the NRC’s completion of its technical review. On September 11, 2020, the NRC issued its Standard Design Approval (“SDA”) of our NPM and scalable plant design. On January 19, 2023, the NRC published in the Federal Register a final rule that certifies NuScale’s SMR design for use in the United States, which became effective 30 days after publication.
In May 2025, the NRC finalized their review and approved the Company’s SDA application and the associated licensing topical reports for NuScale’s 6-unit 77 MWe NPM design. Customers in the United States are now able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
The Company has partnered with ENTRA1, NuScale’s global strategic partner for commercialization and development of power plants utilizing NPMs. ENTRA1 holds the exclusive rights for the worldwide commercialization, distribution, sales and development of our products, services and power plants. In this strategic partnership, the Company collaborates on joint development initiatives and financially contributes alongside the partnership in joint activities which may be recoverable as part of its development costs. To this end, on August 27, 2025, NuScale LLC and ENTRA1 executed a Partnership Milestones Agreement (“PMA”). Under the PMA, the Company will make milestone contributions (“Milestone Contribution”) to ENTRA1, or its designated affiliate, for each NPM or other NuScale product that is anticipated to be placed in a contemplated project or power plant (each, an “Energy Project”). Under the PMA, NuScale is named the key supplier to future ENTRA1 Energy Projects with respect to the supply of SMR technology. The PMA also includes a negotiated maximum sale price for each NPM to be delivered and installed in an ENTRA1 Energy Project, subject to adjustments. It is anticipated that NuScale will enter into agreements for the delivery and installation of NPMs with ENTRA1.
The initial term of the PMA expires on December 31, 2045. The term of the PMA automatically renews for subsequent twenty-year periods, unless either party gives at least twelve months prior written notice before the end of the then relevant term. The PMA may be terminated by either party upon written notice if the other party: (i) becomes insolvent (as declared by a court of competent jurisdiction in a final non-appealable judgment); (ii) makes an assignment for the benefit of creditors; (iii) admits in writing its inability to pay debts as they mature; or (iv) is the subject of any proceeding filed by such other party under any bankruptcy or insolvency law that is not dismissed within 120 days.
As of September 30, 2025, the criteria for triggering Milestone Contribution 1 has been achieved for 72 NPMs, as ENTRA1 has entered into a non-binding agreement regarding NPMs with the Tennessee Valley Authority (“TVA”). On September 2, 2025, TVA announced the signing of an agreement under which ENTRA1 and TVA will collaborate to develop plants to provide TVA with up to 6 gigawatts of new nuclear power generation, with ENTRA1’s immediate strategy being the utilization of NuScale’s SMR equipment inside ENTRA1 Energy PlantsTM. This achievement resulted in
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a one-time expense of $495.0 million included in General and administrative (“G&A”) expenses on the condensed consolidated statement of operations, a liability of $346.5 million included in Accounts payable and accrued expenses on the condensed consolidated balance sheet and a payment of $148.5 million, reflected as Net cash used in operating activities in the condensed consolidated statement of cash flows.
As our global strategic partner for commercialization and development, ENTRA1 can decide whether to participate in a commercial opportunity. If ENTRA1 declines to participate in a commercial opportunity, NuScale may pursue the opportunity on its own.
Currently, the Company has one major customer: RoPower Nuclear S.A. (“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. Under Phase 1 of the contract with RoPower, we defined the major site and specific inputs for a NuScale 6-module power plant to be deployed at the Doicesti Power Station site in Romania. In the third quarter of the 2024 fiscal year, Nuclearelectrica and RoPower signed the Front-End Engineering and Design (“FEED”) Phase 2 contract with Fluor, a related party to NuScale. FEED Phase 2 will include tasks related to the development of a Class 3 plant cost estimate, as well as support to RoPower with its regulatory and stakeholder engagements. NuScale is supporting their scope of this FEED Phase 2 as a subcontractor to Fluor. As the FEED Phase 2 project is nearing completion, we understand that the next phase of the Doicesti project will be subject to a Final Investment Decision by RoPower shareholders which depends on the finalization of their funding and level of support by the Romanian state and other governmental authorities.
Results of Operations
| (in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Revenue (2025 - $7,873 and $22,573; 2024 - $47 and $570 from related party) | $ | 8,242 | $ | 475 | $ | 29,671 | $ | 2,821 | ||||||||||||||||||
| Cost of sales | (5,533) | (295) | (18,179) | (1,880) | ||||||||||||||||||||||
| Gross Margin | 2,709 | 180 | 11,492 | 941 | ||||||||||||||||||||||
| Research and development expenses | 11,054 | 12,160 | 31,987 | 37,447 | ||||||||||||||||||||||
| General and administrative expenses | 519,222 | 17,021 | 565,009 | 53,207 | ||||||||||||||||||||||
Other expenses (2025 - $0 and $0; 2024 - $0 and $108 from related party) | 10,873 | 12,018 | 31,345 | 37,157 | ||||||||||||||||||||||
| Loss From Operations | (538,440) | (41,019) | (616,849) | (126,870) | ||||||||||||||||||||||
| Sponsored cost share | 33 | 660 | 117 | 6,504 | ||||||||||||||||||||||
| Change in fair value of warrant liabilities | — | (7,191) | — | (52,969) | ||||||||||||||||||||||
| Investment income | 5,761 | 2,008 | 16,424 | 5,275 | ||||||||||||||||||||||
| Loss Before Income Taxes | (532,646) | (45,542) | (600,308) | (168,060) | ||||||||||||||||||||||
| Foreign income taxes | — | 12 | 342 | 12 | ||||||||||||||||||||||
| Net Loss | $ | (532,646) | $ | (45,554) | $ | (600,650) | $ | (168,072) | ||||||||||||||||||
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenue and Cost of Sales
Revenue and Cost of sales increased $7.8 million and $5.2 million, respectively, during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to engineering services in support of advancing RoPower’s goal of deploying a power plant powered by six NPMs in Romania.
Research and Development
Research and development (“R&D”) expenses decreased $1.1 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as a result of the Company signing revenue-generating contracts that allow personnel to transition from R&D to commercial projects, resulting in an increase in Cost of sales and a reduction in R&D expenses.
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General and Administrative
G&A expenses increased $502.2 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to (a) the recognition of Milestone Contribution 1 of $495.0 million and (b) higher strategic business development costs of $3.6 million, both resulting from increased commercialization efforts, (c) $2.2 million in legal and accounting fees and (d) $1.1 million in higher compensation and equity-based compensation expense.
Other Expenses
Other expenses decreased $1.1 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, as a result of the Company’s increased commercial activities, allowing engineering & project personnel to work on commercial projects, resulting in an increase in Cost of sales and lower Other expenses.
Change in Fair Value of Warrant Liabilities
There was no change in the fair value of warrant liabilities during the three months ended September 30, 2025 because all of the Company’s 18.5 million warrants outstanding at September 30, 2024 were either redeemed by the Company in the fourth quarter of the 2024 fiscal year or exercised by the holder during that period.
Investment Income
Investment income increased $3.8 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, short-term investments and longer-term investments.
Comparison of the Nine Months Ended September 30, 2025 and 2024
Revenue and Cost of Sales
Revenue increased $26.9 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, due to engineering and licensing fees and services in support of advancing RoPower’s goal of deploying a power plant powered by six NPMs in Romania. Costs of sales increased $16.3 million due to engineering services in support of the same project.
Research and Development
R&D expenses decreased $5.5 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily as a result of signing revenue-generating contracts that allow management to redeploy engineering and project personnel from R&D activities, resulting in an increase in Cost of sales, as noted above, and $4.0 million of lower R&D costs. The Company also incurred lower professional fees of $2.0 million after receiving the NRC approval of the SDA in the second quarter of 2025.
General and Administrative
G&A expenses increased $511.8 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to (a) the recognition of Milestone Contribution 1 of $495.0 million, (b) higher strategic business development costs in the amount of $11.2 million as we increased our commercialization efforts and (c) $7.2 million in legal and accounting fees. These increases were partially offset by $2.2 million of compensation cost savings.
Other Expenses
Other expenses decreased $5.9 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, due primarily to (a) engineering and project personnel being reassigned to revenue-generating commercial projects, resulting in the increase in Cost of sales, noted above, and (b) a one-time charge of $3.2 million incurred in the nine months ended September 30, 2024, in relation with a plan to reduce the Company’s workforce by 154 full-time employees, or 28%, in order to continue our transition from an R&D-based company to a commercial company. These decreases were partially offset by higher equity-based compensation costs and hardware and software purchases.
Sponsored Cost Share
Sponsored cost share decreased $6.4 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, due to the Company reaching the cost share cap with DOE and USTDA.
Change in Fair Value of Warrant Liabilities
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There was no change in the fair value of warrant liabilities during the nine months ended September 30, 2025 because all of the Company’s 18.5 million warrants outstanding at September 30, 2024 were either redeemed by the Company in the fourth quarter of the 2024 fiscal year or exercised by the holder during that period.
Investment Income
Investment income increased $11.1 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, short-term investments and longer-term investments.
Liquidity and Capital Resources
During November 2024 and August 2025, NuScale entered into two separate Sales Agreements with entities as sales agents under which the Company may offer and sell shares of our Class A common stock, having an aggregate sales price of up to $200.0 million and $500.0 million, respectively (collectively, the “ATM Program”). During the nine months ended September 30, 2025, the Company issued and sold a total of 17,764,936 shares of Class A common stock under these two Sales Agreements, for the gross and net proceeds of $577.6 million and $562.4 million, respectively, and a weighted average price of $33.68 per share. As of September 30, 2025, we had 16,783,191 shares of Class A common stock, at an aggregate sales price up to $24.8 million, eligible for sale under the ATM Program.
Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $682.0 million, with negative operating cash flows. As of September 30, 2025, we had cash and cash equivalents of $407.6 million, short-term investments of $284.2 million with no debt. Historically, our primary sources of cash included sales under the ATM Programs, investment capital, and DOE and other government sponsored cost share agreements to support the advancement of our SMR technology both domestically and abroad. As we transition from research and development to the commercialization of our technology, we are focusing on commercial contracts that generate revenue and are investing in activities that advance the production of our NPMs. During the year ended December 31, 2024, we executed two revenue generating agreements in relation to the advancement of Doicesti project Phase 2 Front-End Engineering and Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicesti, Romania.
We believe we have sufficient cash and cash equivalents and investments, along with continued access to capital markets, to satisfy our cash requirements for the next 12 months and beyond. For additional information regarding these risk factors, see the Company’s 2024 Annual Report on Form 10-K and below in Part II, Item 1A “Risk Factors” of this Form 10-Q.
Comparison of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Net Cash Used in Operating Activities | $ | (255,906) | $ | (82,249) | ||||||||||
| Net Cash Used in Investing Activities | (306,332) | (44,805) | ||||||||||||
| Net Cash Provided by Financing Activities | 568,267 | 118,417 | ||||||||||||
Net Change in Cash and Cash Equivalents (A) | $ | 6,029 | $ | (8,637) | ||||||||||
(A) Includes $5,100 in restricted cash | ||||||||||||||
Cash Flows used in Operating Activities
Our cash used in operations increased during the nine months ended September 30, 2025, primarily due to the payment to ENTRA1 of $148.5 million, partially offset by higher revenue and interest income as well as collections of receivables.
Cash Flows used in Investing Activities
During the nine months ended September 30, 2025, management executed a strategy to diversify the Company’s investment portfolio by purchasing more short term and longer-term investments to take advantage of higher interest rates, thereby leveraging the Company’s strong cash position.
Cash Flows provided by Financing Activities
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During both the nine months ended September 30, 2025 and 2024, net cash provided by financing activities consisted of proceeds from the utilization of our ATM programs.
Commitments and Contractual Obligations
Under the Release Agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of demobilization and wind down costs with CFPP LLC. This account is identified as Restricted cash in the amount of $5.1 million on the accompanying condensed consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at September 30, 2025.
In December 2024, the Company entered into a purchase commitment for additional LLM to support the development of future NPMs. During the course of 2025, the Company entered into additional long-term commitments to support the development of future NPMs.
In January 2025, NuScale entered into sales and marketing agreements for services to be provided ratably over 2025 and these sales and marketing agreements were extended for one additional year, increasing the Company’s commitment by an additional $34.8 million.
As part of the LLM Settlement, NuScale is required to pay CFPP LLC an amount equal to $32,323, on or before October 1, 2025. As this payment was made subsequent to September 30, 2025, it has been included in our commitments schedule below within the Materials purchase commitments - LLM.
As of September 30, 2025, the criteria for triggering payment of Milestone Contribution 1 under the PMA has been achieved, as ENTRA1 has entered into a non-binding agreement relating to 72 NPMs. This achievement resulted in a liability of $346.5 million, which is included in Accounts payable and accrued expenses on the condensed consolidated balance sheet, the payments of which are included in the commitments schedule below.
The following table sets forth the principal cash obligations and commitments that the Company has entered into, assuming no renewals thereafter.
| Payments Due By Year | ||||||||||||||||||||||||||||||||
| Total | 2025 | 2026 | 2027 | 2028 | ||||||||||||||||||||||||||||
| Materials purchase commitments - LLM | $ | 114,515 | $ | 58,288 | $ | 45,834 | $ | 10,393 | $ | — | ||||||||||||||||||||||
| Supply chain readiness and manufacturing | 14,708 | 6,168 | 6,516 | 2,024 | — | |||||||||||||||||||||||||||
| Services commitments - Other | 32,631 | 9,780 | 17,093 | 5,366 | 392 | |||||||||||||||||||||||||||
| Sales and marketing agreements | 43,500 | 8,700 | 34,800 | — | — | |||||||||||||||||||||||||||
| PMA contributions | 346,513 | 99,004 | 247,509 | — | — | |||||||||||||||||||||||||||
| Total | $ | 551,867 | $ | 181,940 | $ | 351,752 | $ | 17,783 | $ | 392 | ||||||||||||||||||||||
From time to time, NuScale enters into technical assistance grant programs with the United States Trade and Development Agency (“USTDA”), whereby the Company receives cost share commitments to support licensing work in foreign markets. Under these programs, NuScale has agreed to pay the USTDA a certain percentage of all revenue earned in a geographic area or associated with a specific contract. Should NuScale earn revenue under the guidelines of these programs, the Company could owe the USTDA for funds previously received, or up to $7.1 million.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the discussion of the Company’s market risk in Part II, Item 7A., Quantitative and Qualitative Disclosures About Market Risk, of the Company’s 2024 Annual Report on Form 10-K.
Item 4. Controls and Procedures
Limitations of the Effectiveness of Control
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource
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constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, and as a result of the material weakness described below, our CEO and CFO concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.
Material Weakness in Internal Control over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
During the audit process related to our fiscal year ended December 31, 2024, management identified a material weakness in the design, implementation and documentation of (i) information technology general controls (“ITGC”) and (ii) internal controls across key financial reporting processes, which are necessary for the Company to achieve complete, accurate and timely reporting due to an insufficient complement of personnel, level of technical accounting and IT support within those areas to design and operate the controls.
Notwithstanding the identified material weaknesses, the Company's management, including our CEO and CFO, have determined, based on the procedures we have performed, that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition and results of operations as of and for the periods presented in accordance with U.S. Generally Accepted Accounting Principles.
Plan for Remediation of Material Weakness
In order to remediate the material weakness, we have invested in the critical resources available to our team as well as in the support of our IT environment. Our plan to remediate the material weakness includes the following aspects:
•Hiring of additional qualified personnel that have the appropriate level of technical accounting experience to enhance our control environment, including the expansion of formal financial reporting controls. Additionally, we will design and implement effective review and approval controls, as well as implement appropriate timely review and oversight responsibilities within the financial reporting function;
•Engage expert SOX consultants to assist in the coordination, design, and testing of our control environment and deficiency remediation efforts, including ITGC and business processes;
•Conduct trainings for control owners covering proper control design, execution and review documentation, and source data validation; and
•Design and implement additional ITGCs to manage access and program changes across our key systems and improve IT-dependent and application controls for our in-scope systems.
We will not be able to fully remediate these material weaknesses until all of these steps have been completed and have been operating effectively for a sufficient period of time. We will incur significant costs in connection with these remediation efforts to continue to require time, expense and demands on our financial and operational resources.
Changes in Internal Controls over Financial Reporting
Other than the remediation measures discussed above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
See “Legal Proceedings” in Note 15, Commitments and Contingencies, for information regarding legal proceedings.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, investors should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” of the Company’s 2024 Annual Report on Form 10-K, which could materially affect our business, financial condition, results of operations, or reputation. We do not believe that there have been any material changes to the risk factors disclosed in the Company’s 2024 Annual Report on Form 10-K, other than as set forth below. The risks described in the Company’s 2024 Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, results of operations and/or reputation.
The Company has a limited number of authorized shares of Class A common stock remaining available for issuance, which could negatively impact our ability to raise capital.
Our certificate of incorporation currently authorizes 332,000,000 shares of Class A common stock for issuance. As of September 30, 2025, there were approximately 20,000,000 shares of Class A common stock remaining. Our primary source of capital raising since 2023 has been selling shares of Class A common stock through our various ATM programs. Our ability to raise additional capital by selling shares of Class A common stock is limited by the number of available authorized shares, and amending the Company’s Certificate of Incorporation to increase the number of authorized shares will require stockholder approval. The stockholder approval process can be time consuming, and there is no assurance that stockholders would approve such an amendment, which could negatively impact our ability to raise capital.
Our commercialization strategy relies heavily on our relationships with ENTRA1, Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate.
We rely heavily upon our relationship with ENTRA1 to commercialize our NPM and our other products and services, as well as our relationships with Fluor, our largest stockholder, and other investors and strategic partners. As our exclusive global strategic partner, ENTRA1 holds the exclusive rights for the worldwide commercialization, distribution, sales and development of our products, services and power plants pursuant to the amended and restated Strategic Alliance Agreement, effective May 7, 2025 (the “Strategic Alliance Agreement”), which also restricts our ability to directly or indirectly contact or enter into arrangements with anyone who has, or had, a relationship with ENTRA1. We granted Fluor certain rights to provide engineering, procurement and construction services in connection with NuScale’s general plant design, project-specific designs and services typically performed by Fluor or its direct competitors. Similarly, we have entered into certain agreements with Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear & Industrial Services, LLC for certain planning, engineering, manufacturing and support activities; with JGC Holdings Corporation, an affiliate of Japan NuScale Innovation, LLC, related to the engineering, procurement and construction (“EPC”) and commissioning of the first NuScale SMR-based plant; with Samsung C&T Corporation related to certain EPC activities; and with GS Energy with respect to project development in certain markets.
Our strategic partners may have interests that diverge from our interests, and which may hinder our ability to negotiate sales to customers. If we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building nuclear plants, developing NuScale SMRs, or commercializing our products and services. In addition, in the event of a termination of the Strategic Alliance Agreement, there will be non-circumvention restrictions on our ability to pursue certain opportunities without ENTRA1 or to contact or enter into any arrangement with anyone that has, or had, a relationship with ENTRA1, and may subject the Company to significant damages in the event the Company causes a material breach. The termination of any of the Strategic Alliance Agreement or agreements described above with Fluor, Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, Sarens Nuclear & Industrial Services, LLC, JGC Holdings Corporation, Samsung C&T Corporation, or GS Energy could substantially hinder our ability to expand our production capacity and installation of NuScale power plants and could materially and adversely affect our business, prospects, financial condition, results of operations and/or reputation.
The PMA with ENTRA1 may result in incremental cash outlays in the near term without guaranteeing revenue generating activities.
Pursuant to the PMA, NuScale is named a key supplier to ENTRA1 with respect to the supply of SMR technology, while ENTRA1 retains sole discretion to select, contract with, or purchase form NuScale or other suppliers or service providers,
25
and NuScale is obligated to make certain milestone contributions to ENTRA1 at varying stages in connection with an ENTRA1 Energy Project. During the three months ended September 30, 2025, ENTRA1 entered into a non-binding agreement with TVA under which ENTRA1 and TVA will collaborate to develop plants to provide TVA with up to 6 gigawatts of new nuclear power generation. This agreement satisfied the criteria for NuScale’s payment of Milestone Contribution 1 for 72 NPMs for an approximate cost of $495 million. Under the PMA, the Company will be obligated to make Milestone Contribution 2 to ENTRA1, or its designated affiliate upon the execution by ENTRA1, or its designated affiliate, of a binding purchase power agreement, energy off-take agreement or document with a Third Party in connection with the development of an Energy Project or the deployment of one or more NPMs into a potential Energy Project, in the amount of approximately $16 million per NPM included in such binding agreement.
While the anticipated execution of such binding agreement by ENTRA1 would be considered a favorable development for NuScale, it does not guarantee the execution of a revenue generating contract between ENTRA1 and NuScale. Absent such revenue generating contract NuScale would be obligated to pay ENTRA1 the Milestone Contributions without receiving any revenue in return, which would materially adversely affect our financial condition and results of operations.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.
Recent changes in U.S. trade policy, including the imposition of new of increased tariffs in the U.S. on certain foreign goods or retaliatory tariffs in response to such tariffs could cause an increase in our cost and delay in delivery of goods related to our products. Such increased costs could require us to increase prices to our customers, or, if we are unable to increase prices, result in lowering our margin on products sold.
Our long-lead time components are manufactured overseas, and tariffs on such components would increase our costs to the extent those components are imported into the U.S. If there are retaliatory tariffs imposed by countries to which we are exporting, we may not be able to pass the cost through to our customers or our products could be less competitive as compared to competitors.
We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could adversely impact our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
Insider Trading Arrangements
We proposed to certain employees, including officers, with restricted stock units (“RSUs”) that they instruct the agent who administers our 2022 Long-Term Incentive Plan to promptly sell shares of Class A common stock sufficient to cover tax withholding obligations arising from the vesting and settlement of the RSUs. With respect to any eligible sell-to-cover transactions before the expiration of the cooling off periods specified in Rule 10b5-1(c), the instruction is intended to be a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K, and with respect to eligible sell-to-cover transactions after the cooling off periods specified in Rule 10b5-1(c), the instruction is intended to be a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K and satisfy the affirmative defense of Rule 10b5-1(c). There is no durational limit to, or specified number of shares to be sold pursuant to, these instructions. During the three months ended September 30, 2025, Shahram Ghasemian, former chief legal officer, executed a 10b5-1(c) Trading Instruction for Eligible Sell-to-Cover Transaction which was provided to the agent on August 13, 2025.
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During the three months ended September 30, 2025, (a) the Company’s chief financial officer , Ramsey Hamady , adopted a plan on September 10, 2025 which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through September 10, 2026 , and provides for the aggregate purchase or sale of 160,000 shares, (b) the Company’s chief technology officer , Jose Reyes , adopted a plan on September 10, 2025 , which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through June 30, 2026 , and provides for the aggregate purchase or sale of 260,000 shares, (c) the Company’s chief executive officer , John Hopkins , adopted a plan on September 10, 2025 , which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through August 12, 2026 , and provides for the aggregate purchase or sale of 1,132,701 shares, (d) the Company’s chief commercial officer , Clayton Scott , adopted a plan on September 4, 2025 , which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through August 12, 2026 , and provides for the aggregate purchase or sale of 187,166 shares, (e) the Company’s chief operating officer , Carl Fisher , adopted a plan on August 12, 2025 , which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through August 12, 2026 , and provides for the aggregate purchase or sale of 71,474 shares, and (f) the Company’s vice president , product and project delivery, Karin Feldman , adopted a plan on September 9, 2025 , which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through May 15, 2026 , and provides for the aggregate purchase or sale of 86,410 shares.
Other
Exchange Agreement and Tax Receivable Agreement Amendment
On November 6, 2025, NuScale Power Corporation (the “Company”) and NuScale Power, LLC (“NuScale LLC” and, together with the Company, “NuScale”), entered into an Exchange Agreement (the “Exchange Agreement”) with Fluor Corporation, a related party of NuScale (together with its subsidiary Fluor Enterprises, Inc., “Fluor”), whereby NuScale has agreed to exchange all 110,936,472 of Fluor’s currently held Class B units of NuScale LLC (the “Class B Units”) and shares of Class B common stock, par value $0.0001, of the Company (“Class B Common Stock”) for a like number of shares of the Company’s Class A common stock, par value $0.0001 (“Class A Common Stock”).
In consideration for the exchange, Fluor has agreed to:
•subject to certain restrictions, prior to June 1, 2026, limit the number of sales of Class A Common Stock by Fluor on any day to 3% of the average daily trading volume over the prior 30 days during such days as the Company is in a regularly scheduled open trading window and to 6% during any regularly scheduled market black-out days for the Company in connection with its quarterly disclosure filings;
•only sell such shares through structured sales transactions with dealers in the form agreed to with NuScale, which structured sales transactions will, among other things, provide for similar trading limitations;
•without the prior written consent of the Company, knowingly transfer shares of Class A Common Stock to any person that owns 10% or more of the outstanding voting securities of the Company or where such transfer would cause such person to own more than 10% or more of the outstanding voting securities of the Company;
•vote all of the shares of the Class A Common Stock that Fluor then owns in favor of any proposal to amend the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares up to 662 million (the “Newly Authorized Shares”) at one or more meetings of stockholders; and
•amend the Exclusivity Agreement, dated September 30, 2011 (as amended, the “Exclusivity Agreement”), between NuScale LLC and Fluor to provide that the Exclusivity Agreement will not apply with respect to Fluor and NuScale where ENTRA1 Holdings, LLC and its affiliates are the clients and to provide, to the extent within NuScale LLC’s control, the right for Fluor to bid to provide certain services in such cases.
•Amend the Tax Receivable agreement to reduce any tax payments due to Fluor from NuScale under the Tax Receivable Agreement, dated as of May 2, 2022 (the “TRA”), among the Company, NuScale LLC, Fluor Enterprises and the other parties by 50%.
The Company agrees not to sell any of the Newly Authorized Shares prior to March 1, 2026, except for up to 20 million Newly Authorized Shares that may be sold in any transaction other than certain underwritten, registered offerings or PIPE transactions.
In connection with the Exchange Agreement, NuScale and Fluor agreed to certain mutual releases related to the Exclusivity Agreement, Fluor’s exclusivity rights on NuScale projects, NuScale’s relationship with ENTRA1, and any limitations placed on Fluor’s ability to exchange shares. NuScale also agreed to indemnify Fluor with respect to certain claims by certain third-parties.
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A copy of the Exchange Agreement is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q, and the foregoing description thereof does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement and the terms of which are incorporated by reference herein.
On November 6, 2025, the Company and Fluor also entered into a Tax Receivable Agreement Amendment (the “Amendment”) to reduce any tax payments due to Fluor from NuScale under the Tax Receivable Agreement, dated as of May 2, 2022 (the “TRA”), among the Company, NuScale LLC, Fluor Enterprises and the other parties by 50%. For the avoidance of doubt, the Amendment does not reduce the tax payments due any other party to the TRA.
A copy of the Amendment is filed as Exhibit 10.7 to this Quarterly Report on Form 10-Q, and the foregoing description thereof does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment and the terms of which are incorporated by reference herein.
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Item 6. Exhibits and Financial Statements Schedules
Exhibits.
| Exhibit Number | Description | |||||||
| 2.1† | ||||||||
| 2.2 | ||||||||
| 2.3 | ||||||||
| 3.1* | ||||||||
| 3.2 | ||||||||
| 10.1* | ||||||||
| 10.2 | ||||||||
| 10.3# | ||||||||
| 10.4# | ||||||||
| 10.5# | ||||||||
| 10.6* | ||||||||
| 10.7* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS* | XBRL Instance Document | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
__________________________________________
† Schedules and exhibits to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted schedules or exhibits to the SEC upon request.
# As permitted by Regulation S-K, Item 601(b)(10)(iv)of the Exchange Act, certain confidential portions of this exhibit have been redacted from the publicly filed document.
29
* Filed herewith.
** Furnished herewith.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NuScale Power Corporation | ||||||||
| Date | By: | /s/ John Hopkins | ||||||
| November 6, 2025 | Name: | John Hopkins | ||||||
| Title: | Chief Executive Officer | |||||||
| Date | By: | /s/ Robert Ramsey Hamady | ||||||
| November 6, 2025 | Name | Robert Ramsey Hamady | ||||||
| Title: | Chief Financial Officer | |||||||
31
Execution Version EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is made and entered into on November 6, 2025, by and among NuScale Power Corporation, a Delaware corporation (“NuScale Corp”), NuScale Power, LLC, an Oregon limited liability company (“NuScale LLC,” and collectively with NuScale Corp, “NuScale”), Fluor Corporation, a Delaware corporation (“Fluor Corp”), and Fluor Enterprises, Inc., a California corporation and a wholly-owned subsidiary of Fluor Corp (“Fluor Enterprises” and, collectively with Fluor Corp, “Fluor,” and collectively with NuScale, the “Parties”). RECITALS WHEREAS, pursuant to the Agreement and Plan of Merger, dated December 13, 2021 (as amended, the “Merger Agreement”), by and among Spring Valley Acquisition Corp. (the predecessor to NuScale Corp), Spring Valley Merger Sub, LLC, an Oregon limited liability company, and NuScale LLC, on May 2, 2022, NuScale Corp issued to Fluor Enterprises 125,936,472 shares of Class B common stock, par value $0.0001 per share, of NuScale Corp (“Class B Common Stock”) and NuScale LLC issued to Fluor Enterprises the same number of Class B common units of NuScale LLC (“Class B Units”) in exchange for pre-existing equity which Fluor Enterprises held in NuScale LLC; and WHEREAS, pursuant to the Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC (the “NuScale LLC Agreement”), each Class B Unit (together with the cancellation of a share of Class B Common Stock) is exchangeable for one share of Class A common stock, par value $0.0001 per share, of NuScale Corp (“Class A Common Stock”) (any such exchange made pursuant to this Agreement is referred to herein as an “Exchange”). NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows: 1. Exchange. a. No later than November 8, 2025 (the “Exchange Date”), NuScale hereby agrees that it shall take all action required to exchange all 110,936,472 of the Class B Units (together with the cancellation of the same number of shares of Class B Common Stock) currently owned by Fluor and its controlled Affiliates (collectively, the “Fluor Parties”) into 110,936,472 shares of Class A Common Stock (the “Exchanged Shares”); provided that Fluor or a Fluor Party shall enter into one or more Structured Sale Transactions (as defined below) after the execution of this Agreement having the terms described in Section 3(a)(ii) with respect to all of the Exchanged Shares. The Exchange of the Class B Units into the Exchanged Shares shall be treated as an “Elective Exchange” and made pursuant to Article 11 of the NuScale LLC Agreement (capitalized undefined
2 terms used in this Section 1 shall have the meaning ascribed to them in the NuScale LLC Agreement). b. This Agreement shall constitute Fluor Enterprises’ “Elective Exchange Notice” and NuScale’s acceptance thereof and supersedes any prior “Elective Exchange Notice” that Fluor Enterprises has submitted. c. The “Exchange Consideration” shall be in the form of “Stock Consideration.” d. Delivery of and settlement for the Exchanged Shares shall occur on the Exchange Date, and NuScale shall cause the delivery of all of the Exchanged Shares to be made to Fluor or its applicable controlled Affiliate through the Direct Registration System (“DRS”) of The Depository Trust Company (“DTC”). For the avoidance of doubt, the Exchanged Shares shall be issued without any restrictive legend or other notation restricting transfer under the Securities Act of 1933, as amended, or otherwise. 2. Trading, Sale and Issuance Limitations. a. Fluor Limitations. i. Subject to the exceptions described in Section 3, Fluor hereby agrees that, from (and including) the date of this Agreement through (and including) June 1, 2026, Fluor shall not, and shall cause each of its controlled Affiliates not to, Transfer a number of Exchanged Shares in excess of: 1. 6% of ADTV on any Blackout Date; and 2. 3% of ADTV on any Non-Blackout Date. ii. NuScale hereby acknowledges and agrees that no Fluor Party shall be subject to any trading or other Transfer limitation with respect to any equity securities of NuScale at any time after June 1, 2026. iii. Fluor shall not, and shall cause each of its controlled Affiliates not to, Transfer any Class A Common Stock while any Structured Sale Transaction described in Section 3(a)(ii) remains in effect (other than pursuant to the terms of such Structured Sale Transaction). iv. Except as expressly set forth in this Section 2(a), this Agreement does not impose any limitations on any Fluor Party’s ability to Transfer any shares of Class A Common Stock. v. Following the commencement of any Structured Sale Transaction (as defined below), Fluor shall provide to NuScale, on a bi-weekly basis, a report setting forth the information reported to Fluor by the applicable Dealer with respect to the Dealer’s good faith estimate of the number of
3 shares of Class A Common Stock then attributable to the Structured Sale Transaction (not including any sales or purchases related to the Dealer’s dynamic hedging), which number may be based on Dealer’s modeling for the related transaction, during the trailing two-week period. For the avoidance of doubt, such reports shall not include, and no Fluor Party shall have any obligation to obtain or disclose, any information regarding any Dealer’s hedging or other risk-management activities undertaken in connection with any Structured Sale Transaction. vi. Prior to the execution of this Agreement, Fluor has provided to NuScale a substantially complete form of the documentation for the first Structured Sale Transaction that a Fluor Party will enter into after the date hereof (the “Initial Structured Sale Transaction” and such documentation form, the “Structured Sale Agreement Form”). If Fluor or any Fluor Party enters into a Structured Sale Transaction, Fluor shall, or shall cause such Fluor Party, to enter into and effect the Initial Structured Sale Transaction and use reasonable best efforts to effect any subsequent Structured Sale Transaction on terms that are substantially similar to the Structured Sale Agreement Form; provided that (1) Fluor shall be permitted to make customary or immaterial changes, updates to reflect then-current market conventions or dealer requirements, changes necessary to comply with applicable law, and changes that do not otherwise impact the substance of the transactions contemplated by the Structured Sale Agreement Form; and (2) for the avoidance of doubt, any Structured Sale Transaction shall comply with the requirements and restrictions set forth in Section 3(a)(ii) and such terms or restrictions shall not change or be varied; provided further that Fluor shall not be required to enter into any Structured Sale Transaction, or to execute or perform under the Structured Sale Agreement Form, at any time that any act or omission by NuScale that prevents Fluor from entering into such agreement or consummating the sales contemplated thereby, in which case, during such time, notwithstanding anything else herein Fluor shall be entitled to Transfer Class A Common Stock in accordance with, and subject to the restrictions set forth in, Section 2(a) hereof until such time as Fluor is able to enter into such agreement or consummate sales contemplated thereby. vii. Upon Fluor’s request, NuScale shall enter into a customary issuer agreement (substantially in the form provided by Fluor to NuScale prior to the execution of this Agreement, with such changes thereto reasonably acceptable to NuScale) with the applicable Dealer in connection with any pledge, loan or delivery of shares under a Structured Sale Transaction. viii. The limitations set forth in this Agreement shall not apply to any shares of Class A Common Stock issued upon the conversion of the 463,747 Class B Units held by NuScale Holdings Corp. as of the date of this
4 Agreement, which are being separately converted pursuant to that certain Elective Exchange Notice (as defined in the NuScale LLC Agreement) delivered by NuScale Holdings Corp. to NuScale Power LLC on October 22, 2025; provided that if any such shares of Class A Common Stock issued to NuScale Holdings Corp. are subsequently distributed to another Fluor Party, such shares of Class A Common Stock shall become subject to the limitations set forth in this Agreement. b. NuScale Limitations. i. NuScale hereby agrees that, from (and including) the date of this Agreement until (and including) February 28, 2026: 1. NuScale shall not, directly or indirectly, sell, issue, or offer to sell or issue any Newly Authorized Shares (as defined below) on any Blackout Date; 2. NuScale shall not engage in any underwritten offering, overnight marketed transaction, block trade, private placement or any other direct or indirect issuance or sale of the Newly Authorized Shares except for the issuance, sale or offer of no more than 20 million of the Newly Authorized Shares; provided that NuScale will not issue, sell or offer to sell any such Newly Authorized Shares in any underwritten, registered block trades (including an underwritten, overnight marketed offering) or any “PIPE” transaction sold to third-parties primarily for capital raising purposes. ii. For the avoidance of doubt, the foregoing restrictions shall not apply to any shares of NuScale’s capital stock that are currently authorized but unissued as of the date of this Agreement. iii. Fluor hereby acknowledges and agrees that NuScale shall not be subject to any contractual trading limitation under this Agreement with respect to any equity securities of NuScale at any time after February 28, 2026. c. Definitions. For purposes of this Agreement: i. “ADTV” means, for any trading day, the average daily trading volume of Class A Common Stock as reported by the New York Stock Exchange (and any other principal market on which such shares are then traded) for the 30 calendar days immediately preceding such trading day (unless a different time period is expressly provided in this Agreement). If ADTV for any day is unavailable, ADTV will be determined using the most recent day for which such data is available.
5 ii. “Affiliate” has the meaning set forth in Rule 12b-2 under the Exchange Act. “Controlled Affiliate” means, with respect to any Person, any Affiliate that is directly or indirectly controlled by such Person. iii. “Blackout Dates” are the date of this Agreement through and including November 10, 2025; January 15, 2026 through and including March 3, 2026; and April 15 through and including May 11, 2026. iv. “Non-Blackout Dates” are November 11, 2025 through and including January 14, 2026; March 4, 2026 through and including April 14, 2026; and May 12, 2026 through and including June 1, 2026. v. “Transfer” means (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of any of the Exchanged Shares or any securities convertible into or exercisable or exchangeable for any of the Exchanged Shares, (b) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any of the Exchanged Shares or any other shares of Class A Common Stock held or beneficially owned by Fluor, any shares of Class A Common Stock issuable upon the exercise of options to purchase shares of Class A Common Stock held or beneficially owned by Fluor, or any securities convertible into or exercisable or exchangeable for Class A Common Stock held or beneficially owned Fluor (together, as subject to the last sentence of this Section 2, the “Locked-Up Shares”), (c) enter into any swap, forward, option, short sale, future contract or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Locked-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (d) publicly announce any intention to effect any transaction specified in clause (a), (b) or (c). 3. Exceptions to Fluor Daily Volume Limitation. a. The restrictions set forth in Section 2(a) shall not apply to (and the Fluor Parties shall be permitted to consummate each of the following without NuScale’s prior consent): i. the entry by a Fluor Party into any trading plan providing for the sale of shares of Class A Common Stock by Fluor, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that sales effected under any such plan must comply with Section 2(a);
6 ii. the entry by Fluor into one or more structured sale transactions (including, without limitation, a reverse accelerated share repurchase transaction, variable forward sale, prepaid forward, or other substantially similar derivative transaction) entered into by a Fluor Party with a registered broker-dealer or other financial institution (each, a “Dealer”) pursuant to which (i) Class A Common Stock held by Fluor is sold or otherwise economically transferred to the Dealer at a price or value based on one or more average-price measures of the Class A Common Stock during a specified valuation or averaging period (which may be subject to a floor and cap agreed between Fluor and the Dealer), (ii) no Fluor Party will sell the shares of Class A Common Stock subject to such structured sale transaction in the open market during such averaging period, and (iii) a number of shares of Class A Common Stock equal to the number of shares subject to such transaction will be pledged, loaned, or otherwise delivered to the Dealer as collateral (each, a “Structured Sale Transaction”); provided that (x) at the time of entering into a Structured Sale Transaction, the number of shares of Class A Common Stock underlying any such transaction and any other ongoing Structured Sale Transactions, divided by the aggregate number of trading days during the scheduled term of such transaction, shall not exceed the average of the daily sale limits applicable under Section 2(a) (i.e., six percent of the ADTV during each Blackout Date and three percent of the ADTV during each Non-Blackout Date), assuming that the ADTV for each trading day equals the ADTV for the four calendar weeks immediately preceding commencement of such transaction, and (y) the Structured Sale Transaction documentation shall expressly provide that there will be no acceleration and no final valuation or settlement prior to January 15, 2026. The actual final valuation date may occur earlier in accordance with the terms of the applicable Structured Sale Transaction, but in no event shall any such date occur prior to January 15, 2026. For the avoidance of doubt, the entry by a Fluor Party into any such Structured Sale Transaction, and any related pledge, loan, or transfer of Class A Common Stock to a Dealer (and any related hedging or other transactions by such Dealer in connection therewith), shall not constitute a violation of this Agreement so long as such transaction complies in all material respects with this Section 3(a)(ii) and applicable securities laws; for the avoidance of doubt, any Transfers under this Section 3(a)(ii) shall be aggregated with any other Transfers made by Fluor for the purpose of calculating any limitations in this Section 3(a)(ii) or Section 2(a); iii. any Transfer made pursuant to a liquidation of NuScale Corp, merger of NuScale Corp, stock exchange or other similar transaction by NuScale Corp (provided Fluor shall not voluntarily participate in any such transaction in which the Board of Directors of NuScale Corp (or any authorized committee thereof) recommends against such transaction) which results in all of NuScale Corp’s securityholders exchanging their
7 shares of Class A Common Stock for cash, securities or other property; provided, however, that securities issued to the applicable Fluor Party under any such plan where NuScale is the surviving party will continue to be subject to the restrictions in Section 2(a); iv. any Transfer made solely to NuScale Corp in connection with the reclassification or exchange of all outstanding shares of Class A Common Stock of NuScale Corp; provided, however, that securities issued to the applicable Fluor Party under any such plan will continue to be subject to the restrictions in Section 2(a); v. any Transfer made pursuant to a bona fide third-party tender offer (other than any tender offer in which the Board of Directors of NuScale Corp (or any authorized committee thereof) recommends against such tender) made to all holders of NuScale Corp’s capital stock involving a change of control of NuScale Corp (for purposes hereof, “change of control” shall mean the transfer, sale or other disposition (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock of NuScale Corp if, after such transaction or transactions, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of NuScale Corp (or the surviving entity)); or vi. any Transfer to another wholly-owned subsidiary of Fluor; provided that (1) such subsidiary shall remain a controlled Affiliate of Fluor and shall retain the power to vote or direct voting of the Class A Common Stock Transferred to it until November 18, 2025; (2) such subsidiary shall enter into a joinder to this Agreement agreeing to all restrictions and covenants in this Agreement that any Fluor Parties are subject (including the voting obligations under Section 6 hereof) and (3) for the avoidance of doubt, for the purposes of this Agreement, any shares of Class A Common Stock sold by such subsidiary on any day will be aggregated with any shares of Class A Common Stock sold by all Fluor Parties. 4. Limitation on Knowing Transfers to 10% Holders. Without the prior written consent of NuScale, Fluor shall not, and shall not permit any other Fluor Party to, knowingly Transfer or agree to Transfer any shares of Class A Common Stock (or any securities convertible into or exercisable or exchangeable for Class A Common Stock) to any person or “group” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (in each case, other than to another Fluor Party) that, together with its Affiliates, (a) beneficially owns or has the right to direct the voting of 10% or more of the outstanding voting securities of NuScale, or (b) would, after giving effect to such transfer, beneficially own or have the right to direct the voting of 10% or more of the outstanding voting securities of NuScale (after giving effect to any applicable “blocker” provision in any Structured Sale Transaction or similar agreement described in Section 3(a)(ii)). For purposes of this Section 4, “beneficial ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act, and references to “voting securities” shall
8 include any securities that are directly or indirectly convertible into or exercisable or exchangeable for voting securities of NuScale. 5. Retained Rights. For the avoidance of any doubt, this Agreement shall not interfere with Fluor’s right to retain all of its rights as a stockholder of NuScale Corp, including to the fullest extent permitted by law the right to vote, and to receive any dividends and distributions in respect of, any NuScale securities as may be held of record or beneficially by Fluor as of the applicable record date. Except as expressly described herein, the Parties agree that this Agreement and the transactions contemplated hereby do not modify, change, amend, or waive any rights that any Party may have, all of which are expressly reserved. 6. Voting Covenant. a. NuScale expects to call one or more special meetings of its stockholders reasonably promptly after the date of this Agreement to approve one or more amendments to its certificate of incorporation solely to increase the number of authorized shares of Class A Common Stock to be in excess of 330,000,000, but not greater than 662,000,000 (each, a “Charter Amendment”). From the date hereof until the earlier of (x) the date that the requisite NuScale stockholders have approved and adopted a Charter Amendment providing that the authorized number of shares of Class A Common Stock equals 662,000,000 and (y) January 1, 2027 (the “Support Period”), Fluor irrevocably and unconditionally agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the stockholders of NuScale Corp. (the “NuScale Stockholders”) called by NuScale Corp., and in connection with any written consent of the NuScale Corp. Stockholders, Fluor shall (i) appear at such meeting or otherwise cause all of the shares of Class A Common Stock over which Fluor has the power to vote or direct the voting (including any shares of Class A Common Stock over which such Fluor Affiliate has the power to vote or direct voting) as of the applicable record date (the “Subject Shares”), 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 the adoption of each Charter Amendment proposal, (y) in favor of any proposal to adjourn or postpone such meeting to a later date if such adjournment or postponement is proposed by or on behalf of the Company or the chairman of the meeting, 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. It is acknowledged and agreed that NuScale may seek to increase the authorized number of shares of Class A Common Stock in excess of 330,000,000 in one or more Charter Amendments and that the obligations of this Section 6 shall apply to each such Charter Amendment so long as such Charter Amendment does not increase the authorized number of shares of Class A Common Stock in excess of 662,000,000. The aggregate additional shares of Class A Common Stock approved pursuant to any Charter Amendment are referred to in this Agreement as the “Newly Authorized Shares.”
9 b. For the avoidance of doubt, the foregoing commitments apply to any Subject Shares held by any trust, limited partnership, limited liability company or other entity directly or indirectly holding Subject Shares for which Fluor serves as a partner, stockholder, trustee or in a similar capacity so long as, and to the extent, Fluor exercises voting control over such Subject Shares. Fluor represents, covenants and agrees that, (i) except for this Agreement, it has not entered into, and shall not enter into during the Support Period, any commitment, agreement, understanding or other similar arrangement with any person to vote or give instructions in any manner with respect to any Subject Shares, including any voting agreement or voting trust and (ii) except as expressly set forth herein or with respect to routine matters at an annual meeting of the NuScale Stockholders, it has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to any Subject Shares. Fluor agrees not to enter into, and to cause NuScale Holdings Corp. and any of its other Affiliates not to enter into, any commitment, agreement, understanding or other arrangement with any person the primary intent of which is to frustrate the intent of the provisions of this Section 6. In furtherance and not in limitation of the foregoing, but only in the event and in each case that Fluor fails to be counted as present or fails to vote all of the Subject Shares in accordance with this Agreement, Fluor hereby appoints R. Ramsey Hamady, for so long as he/she serves as Chief Financial Officer of NuScale Corp, or any other person acting as Chief Financial Officer of NuScale Corp and any designee thereof, and each of them individually, its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent (and to instruct nominees or record holders to vote or act by written consent) during the Support Period with respect to any and all of such Subject Shares in accordance with this Section. This proxy and power of attorney are given to secure the performance of the duties of Fluor under this Agreement. Fluor hereby agrees that this proxy and power of attorney granted by Fluor shall be irrevocable through the Support Period, and shall be deemed to be coupled with an interest sufficient under applicable law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Fluor with respect to any Subject Shares regarding the matters set forth in this Section. The power of attorney granted by Fluor herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of Fluor. c. Fluor represents and warrants to NuScale that immediately following the consummation of the exchange contemplated by Section 1 of this Agreement: (i) Fluor Enterprises will own beneficially and of record, and has the power to vote or direct the voting of, 110,936,472 shares of Class A Common Stock, which constitute all of the Subject Shares as of such date; and (ii) Fluor Enterprises owns beneficially and of record the Subject Shares, free and clear of any proxy, voting restriction, adverse claim or other encumbrance (other than any restrictions under applicable federal or state securities laws). 7. Other Agreements.
10 a. Amendment to Tax Receivable Agreement. Concurrently with the execution of this Agreement, Fluor, NuScale Corp and NuScale LLC shall execute an amendment to that certain Tax Receivable Agreement, dated as of May 2, 2022, by and among NuScale Corp, NuScale LLC, the TRA Holders (as defined therein), and the TRA Representative (as defined therein), in the form attached hereto as Exhibit A. b. Release. Concurrently with the execution of this Agreement, Fluor, NuScale Corp and NuScale LLC shall execute a release agreement with respect to certain litigation and commercial matters. c. Amendment to Exclusivity. Fluor agrees not to assert that any provision of the Exclusivity Agreement, dated as of September 30, 2011 (as amended, the “Exclusivity Agreement”), among NuScale LLC, NuScale Holdings Corp. and Fluor applies in circumstances where NuScale’s client is ENTRA1 Holdings LLC, ENTRA1 Energy LLC (“ENTRA1”), any of ENTRA1’s direct or indirect subsidiaries or other affiliates, or any joint venture between ENTRA1 and NuScale LLC, or any of their respective assigns or successor (the “ENTRA1 Clients”). The Parties hereby amend the Exclusivity Agreement as follows: (i) the performance by NuScale, or any of its direct or indirect subsidiaries or controlled affiliates, of their obligations under the Strategic Alliance Agreement, dated as of May 7, 2025, between NuScale LLC and ENTRA1 will not conflict with any provision of the Exclusivity Agreement with respect to any Fluor Party (or any assignee of any Fluor Party pursuant to an assignment effected on or after the date of this Agreement), it being understood that nothing in such amendment shall limit or impair the rights (if any) of any third party unaffiliated with Fluor or modify or limit any other exclusivity rights of Fluor under the Exclusivity Agreement other than as expressly set forth herein, and (ii) to the extent within NuScale’s reasonable control, for any project where an ENTRA1 Client is the client, Fluor shall have the right to bid on engineering, procurement, project management, or any other services typically performed by Fluor or its direct competitors as part of the development and execution of a project; provided, however, that (i) Fluor shall only have the right to bid on services that it is competitively providing in the market at that time and (ii) it is understood and acknowledged that the ENTRA1 Client shall make award decisions in its absolute and sole discretion (the “Amendment”). Other than as expressly set forth in the Amendment, the Exclusivity Agreement shall remain in effect. For the avoidance of doubt, nothing in the Amendment shall affect any right of any party besides Fluor and NuScale and their respective affiliates or under any agreement other than the Exclusivity Agreement. 8. Public Announcements. The Parties shall cooperate in the preparation of a joint communications package regarding the transactions contemplated by this Agreement. The initial press release and any other accompanying initial public announcement or filing describing such transactions shall be subject to prior review and mutual agreement of Fluor and NuScale. 9. Termination of Prior Exchange and Lock-Up Agreement. Each Party hereby agrees that this Agreement, as of the effective date of this Agreement, supersedes any and all
11 obligations under that certain Exchange and Lock-Up Agreement, dated as of July 31, 2025 (the “Prior Exchange Agreement”), by and among NuScale and Fluor Enterprises, and, as of the effective date of this Agreement, the Prior Exchange Agreement is hereby terminated in full. 10. Entire Agreement; Amendment. This Agreement constitutes the entire agreement and understanding of the Parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by the Parties. No amendment that would affect any right, release, or benefit of any of ENTRA1 or its affiliates shall be effective without the prior written consent of ENTRA1. 11. Assignment. No Party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on each Party and each of its respective successors, heirs and assigns and permitted transferees. 12. Governing Law and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Parties hereto (a) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement shall be brought and enforced in the Court of Chancery of the State of Delaware, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (b) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum. 13. Remedies Cumulative. In the event that any Party fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the other Parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. 14. Notices. All notices or other communications required or permitted to be given by any Party to any other Party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Fluor, shall be delivered to Fluor Corporation, 6700 Las Colinas Blvd., Irving, Texas 75039, Attention: Kevin Hammonds, John Regan and Mitch Stone, emails: [email protected], [email protected], and [email protected], with a copy to Gibson, Dunn & Crutcher LLP, 200 Park Avenue,
12 New York, New York 10166, Attention: Andrew L. Fabens and Jonathan Whalen, emails: [email protected] and [email protected]; or if sent to NuScale, shall be delivered to NuScale Power Corporation, 1100 NE Circle Blvd., Suite 200, Corvallis, Oregon 97330, Attention: James D. Canafax, Misha Goloborodko and Aurelian Bukatko, emails: [email protected], [email protected], and [email protected], with a copy to O’Melveny & Myers LLP, Two Embarcadero Center, 28th Floor, San Francisco, California 94111, Attention: C. Brophy Christensen and David Ni, email: [email protected] and [email protected]. Each Party to this Agreement may change such address for notices by sending to the Parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given, if sent by e-mail, on the business day on which receipt is confirmed by the individual to whom the notice is sent, other than via auto-reply. 15. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by email, DocuSign or other electronic submission shall be as effective as delivery of a manually signed counterpart of this Agreement. [Signature Page Follows]
[Signature Page to Exchange Agreement] IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above. NuScale Power Corporation By: Name: John L. Hopkins Title: President and Chief Executive Officer NuScale Power, LLC By: Name: John L. Hopkins Title: President
Exhibit A Form of Amendment to Tax Receivable Agreement
Execution Version TAX RECEIVABLE AGREEMENT AMENDMENT This Tax Receivable Agreement Amendment (this “Agreement”) is entered into as of November 6, 2025, by and among NuScale Power Corp., a Delaware corporation (NuScale Power Corp., together with each of its Subsidiaries that is classified as a corporation for U.S. federal income tax purposes, and each successor thereto, the “Corporation”), NuScale Power, LLC, an Oregon limited liability company that is classified as a partnership for U.S. federal income tax purposes (the “Company”), and Fluor Enterprises, Inc., a California corporation (“Fluor Enterprises” and, together with the Corporation and the Company, the “Parties”). Unless otherwise specifically defined herein, each capitalized term used herein but not otherwise defined herein shall have the meaning assigned to such term in the TRA (as defined below). RECITALS WHEREAS, the Corporation, the Company, Fluor Enterprises and the other TRA Holders entered into that certain Tax Receivable Agreement, dated as of May 2, 2022 (the “TRA”); WHEREAS, concurrently with the execution of this Agreement, the Parties are entering into that certain Exchange Agreement, dated as of November 6, 2025 (the “Exchange Agreement”), which contemplates, among other matters, the exchange of 100% of the Class B Units of the Company (and the retirement of shares of Class B Common Stock of the Corporation) held by Fluor Enterprises into shares of Class A Common Stock of the Corporation; WHEREAS, in connection with the transactions contemplated by the Exchange Agreement, the Parties desire to amend the TRA to modify the calculation of the Net Tax Benefit solely with respect to payments due under the TRA to Controlled Affiliates of Fluor Corporation, a Delaware corporation (“Fluor”), including Fluor Enterprises; WHEREAS, pursuant to Section 6.07(b)(i) of the TRA, the TRA may be amended with the written consent of the Corporation, the Company and the TRA Holders who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all TRA Holders (as determined by the Corporation) if the Corporation had exercised its right of early termination under Section 3.01(a) of the TRA on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement since the date of such most recent Exchange) (such TRA Holders, the “Supermajority TRA Holders”); and WHEREAS, Fluor Enterprises constitutes the Supermajority TRA Holders under the TRA as of the date hereof. NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows: 1. Definitions; References. This Agreement shall constitute an amendment of the TRA. To the extent there is a conflict or inconsistency between the terms of this Agreement and the terms of the TRA (prior to giving effect to this Agreement), this Agreement shall
2 govern. For purposes of this Amendment, the following term shall have the following meaning: a. “Controlled Affiliate” means, with respect to Fluor, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Fluor, where “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2. Amendment to Calculation of Payments to Fluor. The Parties hereby agree that, notwithstanding any provision of the TRA to the contrary, solely for the purpose of calculating any Tax Benefit Payment or any other payment payable under the TRA to Fluor or any of its Controlled Affiliates, the percentage “85%” as used in the definition of “Net Tax Benefit” in the TRA and Section 6.09(a) of the TRA shall be deemed to be “42.5%”. For the avoidance of doubt, the percentage “85%” as used in the definition of “Net Tax Benefit” shall continue to apply for purposes of calculating any and all payments payable to any TRA Holder that is not Fluor or one of its Controlled Affiliates. 3. Representations and Warranties of the Corporation and the Company. The Corporation and the Company each represents and warrants to Fluor Enterprises as follows (which representations and warranties shall survive until the expiration of the applicable statute of limitations): a. Authorization of Transaction. Each of the Corporation and the Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by each of the Corporation and the Company of this Agreement and the performance by each of the Corporation and the Company of this Agreement and the consummation by each of the Corporation and the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of the Corporation and the Company, respectively. This Agreement has been duly and validly executed and delivered by each of the Corporation and the Company and constitutes a valid and binding obligation of each of the Corporation and the Company, enforceable against each of the Corporation and the Company in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally. b. Non-contravention. Neither the execution and delivery by the Corporation or the Company of this Agreement, nor the consummation by the Corporation or the Company of the transactions contemplated hereby, will (i) conflict with or violate any provision of the organizational documents of the Corporation or the Company, (ii) require on the part of the Corporation or the Company any notice to or filing
3 with, or any permit, authorization, consent or approval of, any governmental entity or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Corporation or the Company or any of its properties or assets. c. No Additional Representations. The Corporation and the Company each acknowledges that no person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Fluor Enterprises furnished or made available to the Corporation or the Company and its representatives, except as expressly set forth in this Agreement or the Exchange Agreement. 4. Representations and Warranties of Fluor Enterprises. Fluor Enterprises warrants to the Corporation and the Company as follows (which representations and warranties shall survive until the expiration of the applicable statute of limitations): a. Authorization of Transaction. Fluor Enterprises has all requisite power and authority (corporate or otherwise) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Fluor Enterprises of this Agreement and the performance by Fluor Enterprises of this Agreement and the consummation by Fluor Enterprises of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Fluor Enterprises. This Agreement has been duly and validly executed and delivered by Fluor Enterprises and constitutes a valid and binding obligation of Fluor Enterprises, enforceable against Fluor Enterprises in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally. b. Non-contravention. Neither the execution and delivery by Fluor Enterprises of this Agreement, nor the consummation by Fluor Enterprises of the transactions contemplated hereby, will (i) conflict with or violate any provision of the organizational documents of Fluor Enterprises, (ii) require on the part of Fluor Enterprises any notice to or filing with, or any permit, authorization, consent or approval of, any governmental entity or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Fluor Enterprises or any of its properties or assets. c. No Additional Representations. Fluor Enterprises acknowledges that no person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Corporation or the Company furnished or made available to Fluor Enterprises and its representatives, except as expressly set forth in this Agreement or the Exchange Agreement. 5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.
4 6. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 7. Entire Agreement. The Exchange Agreement, the TRA (as amended by this Agreement) and this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. [Signature Page Follows]
[Signature Page to Tax Receivable Agreement Amendment] IN WITNESS THEREOF, the undersigned has executed this Agreement as of the day and year first above written. CORPORATION: NuScale Power Corp., a Delaware corporation By: Name: Title: COMPANY: NuScale Power, LLC, an Oregon limited liability company By: Name: Title: FLUOR ENTERPRISES Fluor Enterprises, Inc., a California corporation By: Name: Kevin B. Hammonds Title: Executive Vice President, Chief Legal Officer and Corporate Secretary
Execution Version TAX RECEIVABLE AGREEMENT AMENDMENT This Tax Receivable Agreement Amendment (this “Agreement”) is entered into as of November 6, 2025, by and among NuScale Power Corp., a Delaware corporation (NuScale Power Corp., together with each of its Subsidiaries that is classified as a corporation for U.S. federal income tax purposes, and each successor thereto, the “Corporation”), NuScale Power, LLC, an Oregon limited liability company that is classified as a partnership for U.S. federal income tax purposes (the “Company”), and Fluor Enterprises, Inc., a California corporation (“Fluor Enterprises” and, together with the Corporation and the Company, the “Parties”). Unless otherwise specifically defined herein, each capitalized term used herein but not otherwise defined herein shall have the meaning assigned to such term in the TRA (as defined below). RECITALS WHEREAS, the Corporation, the Company, Fluor Enterprises and the other TRA Holders entered into that certain Tax Receivable Agreement, dated as of May 2, 2022 (the “TRA”); WHEREAS, concurrently with the execution of this Agreement, the Parties are entering into that certain Exchange Agreement, dated as of November 6, 2025 (the “Exchange Agreement”), which contemplates, among other matters, the exchange of 100% of the Class B Units of the Company (and the retirement of shares of Class B Common Stock of the Corporation) held by Fluor Enterprises into shares of Class A Common Stock of the Corporation; WHEREAS, in connection with the transactions contemplated by the Exchange Agreement, the Parties desire to amend the TRA to modify the calculation of the Net Tax Benefit solely with respect to payments due under the TRA to Controlled Affiliates of Fluor Corporation, a Delaware corporation (“Fluor”), including Fluor Enterprises; WHEREAS, pursuant to Section 6.07(b)(i) of the TRA, the TRA may be amended with the written consent of the Corporation, the Company and the TRA Holders who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all TRA Holders (as determined by the Corporation) if the Corporation had exercised its right of early termination under Section 3.01(a) of the TRA on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Holder pursuant to this Agreement since the date of such most recent Exchange) (such TRA Holders, the “Supermajority TRA Holders”); and WHEREAS, Fluor Enterprises constitutes the Supermajority TRA Holders under the TRA as of the date hereof. NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows: 1. Definitions; References. This Agreement shall constitute an amendment of the TRA. To the extent there is a conflict or inconsistency between the terms of this Agreement and the terms of the TRA (prior to giving effect to this Agreement), this Agreement shall
2 govern. For purposes of this Amendment, the following term shall have the following meaning: a. “Controlled Affiliate” means, with respect to Fluor, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Fluor, where “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2. Amendment to Calculation of Payments to Fluor. The Parties hereby agree that, notwithstanding any provision of the TRA to the contrary, solely for the purpose of calculating any Tax Benefit Payment or any other payment payable under the TRA to Fluor or any of its Controlled Affiliates, the percentage “85%” as used in the definition of “Net Tax Benefit” in the TRA and Section 6.09(a) of the TRA shall be deemed to be “42.5%”. For the avoidance of doubt, the percentage “85%” as used in the definition of “Net Tax Benefit” shall continue to apply for purposes of calculating any and all payments payable to any TRA Holder that is not Fluor or one of its Controlled Affiliates. 3. Representations and Warranties of the Corporation and the Company. The Corporation and the Company each represents and warrants to Fluor Enterprises as follows (which representations and warranties shall survive until the expiration of the applicable statute of limitations): a. Authorization of Transaction. Each of the Corporation and the Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by each of the Corporation and the Company of this Agreement and the performance by each of the Corporation and the Company of this Agreement and the consummation by each of the Corporation and the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of the Corporation and the Company, respectively. This Agreement has been duly and validly executed and delivered by each of the Corporation and the Company and constitutes a valid and binding obligation of each of the Corporation and the Company, enforceable against each of the Corporation and the Company in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally. b. Non-contravention. Neither the execution and delivery by the Corporation or the Company of this Agreement, nor the consummation by the Corporation or the Company of the transactions contemplated hereby, will (i) conflict with or violate any provision of the organizational documents of the Corporation or the Company, (ii) require on the part of the Corporation or the Company any notice to or filing
3 with, or any permit, authorization, consent or approval of, any governmental entity or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Corporation or the Company or any of its properties or assets. c. No Additional Representations. The Corporation and the Company each acknowledges that no person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Fluor Enterprises furnished or made available to the Corporation or the Company and its representatives, except as expressly set forth in this Agreement or the Exchange Agreement. 4. Representations and Warranties of Fluor Enterprises. Fluor Enterprises warrants to the Corporation and the Company as follows (which representations and warranties shall survive until the expiration of the applicable statute of limitations): a. Authorization of Transaction. Fluor Enterprises has all requisite power and authority (corporate or otherwise) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Fluor Enterprises of this Agreement and the performance by Fluor Enterprises of this Agreement and the consummation by Fluor Enterprises of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Fluor Enterprises. This Agreement has been duly and validly executed and delivered by Fluor Enterprises and constitutes a valid and binding obligation of Fluor Enterprises, enforceable against Fluor Enterprises in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, legal requirements and judicial decisions from time to time in effect which affect creditors’ rights generally. b. Non-contravention. Neither the execution and delivery by Fluor Enterprises of this Agreement, nor the consummation by Fluor Enterprises of the transactions contemplated hereby, will (i) conflict with or violate any provision of the organizational documents of Fluor Enterprises, (ii) require on the part of Fluor Enterprises any notice to or filing with, or any permit, authorization, consent or approval of, any governmental entity or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Fluor Enterprises or any of its properties or assets. c. No Additional Representations. Fluor Enterprises acknowledges that no person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Corporation or the Company furnished or made available to Fluor Enterprises and its representatives, except as expressly set forth in this Agreement or the Exchange Agreement. 5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.
4 6. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 7. Entire Agreement. The Exchange Agreement, the TRA (as amended by this Agreement) and this Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. [Signature Page Follows]
CORPORATION: NuScale Power Corp., a Delaware corporation By: Name: Title: COMPANY: NuScale Power, LLC, an Oregon limited liability company By: Name: Title: FLUOR ENTERPRISES Fluor Enterprises, Inc., a California corporation By: Name: Title: [Signature Page to Tax Receivable Agreement Amendment] IN WITNESS THEREOF, the undersigned has executed this Agreement as of the day and year first above written.
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Hopkins, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of NuScale Power Corporation; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: November 6, 2025 | By: | /s/ John Hopkins | ||||||
| John Hopkins | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Ramsey Hamady, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of NuScale Power Corporation; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: November 6, 2025 | By: | /s/ Robert Ramsey Hamady | ||||||
| Robert Ramsey Hamady | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of NuScale Power Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Hopkins, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |||||||
| November 6, 2025 | /s/ John Hopkins | |||||||
| John Hopkins | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 of NuScale Power Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Ramsey Hamady, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |||||||
| November 6, 2025 | /s/ Robert Ramsey Hamady | ||||||||||
| Robert Ramsey Hamady | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||