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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
__________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2025
NuScale Power Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-39736
98-1588588
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
1100 NE Circle Blvd., Suite 350
Corvallis, OR
97330
(Address of principal executive offices) (Zip Code)
(971) 371-1592
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Class A common stock, $0.0001 par value per share SMR New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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.                                     ☐
 




Item 2.02. Results of Operations and Financial Condition.
On November 6, 2025, NuScale Power Corporation (“NuScale”) announced its financial results for the third quarter which ended September 30, 2025. A copy of the press release making this announcement is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.
On November 6, 2025, NuScale issued a joint press release with Fluor Corporation announcing their entry into a definitive agreement regarding the monetization of Fluor’s investment in NuScale. A copy of the press release making this announcement is attached hereto as Exhibit 99.2.

The information in this Current Report on Form 8-K, including exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section. Furthermore, this Current Report on Form 8-K, including exhibits 99.1 and 99.2, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.


Item 9.01.    Financial Statements and Exhibits.
(d)     Exhibits.
Exhibit No.
104
Cover Page Interactive Data File (formatted as Inline XBRL).







SIGNATURE
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 hereunto duly authorized.
NuScale Power Corporation
Date: November 6, 2025 By: /s/ Robert Ramsey Hamady
Name: Robert Ramsey Hamady
Title: Chief Financial Officer




EX-99.1 2 a2025-11x06x8xkq325earni.htm EX-99.1 a2025-11x06x8xkq325earni
NuScale Power Reports Third Quarter 2025 Results • NuScale’s exclusive global strategic partner, ENTRA1 Energy (“ENTRA1”), signed a landmark agreement with the Tennessee Valley Authority (“TVA”) to deploy up to six gigawatts of NuScale small modular reactor (“SMR”) capacity • Continued to progress Fluor’s Phase 2 Front-End Engineering and Design (“FEED”) study for the RoPower Doicești, Romania, power plant • Further strengthened cash position through capital market activities CORVALLIS, Ore. – November 6, 2025 – NuScale Power Corporation (NYSE: SMR) (“NuScale”, “NuScale Power” or the “Company”), the industry-leading provider of proprietary and innovative advanced SMR nuclear technology, today announced results for the third quarter ended September 30, 2025. “NuScale is honored that our technology was selected for ENTRA1’s historic agreement with the Tennessee Valley Authority which marks the largest SMR deployment program in U.S. history,” said John Hopkins, NuScale President and Chief Executive Officer. “This program underscores how, as the first and only SMR technology provider to obtain U.S. Nuclear Regulatory Commission design approval, NuScale is leading the industry and is ready for commercial deployment. We look forward to continuing to work with our global strategic partner ENTRA1 on commercializing and deploying NuScale Power Modules (“NPMs”)TM into ENTRA1 Energy PlantsTM to meet America’s demand for reliable, carbon-free baseload power for AI data centers, critical mining, semiconductor manufacturing, and other key energy-intensive industries that are driving our nation’s economic future.” Liquidity & Capital Resources • Ended the third quarter with cash, cash equivalents, and short- and long-term investments of $753.8 million. • Sold 13.2 million shares through an at-the-market (“ATM”) program during the third quarter, generating $475.2 million in gross proceeds. Comparison of the Three Months Ended September 30, 2025 and September 30, 2024


 
• Revenue and cost of sales increased by $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 an SMR power plant powered by six NPMs in Romania. • 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. • General and administrative expenses (“G&A”) increased $502.2 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, attributable to (a) the recognition of Milestone Contribution 1 of $495.0 million under NuScale’s Partnership Milestones Agreement with ENTRA1, (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 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. • 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. Conference Call: NuScale will host a conference call today at 5:00 p.m. ET. A live webcast of the presentation will be available by dialing (888) 550-5460 with conference ID 4347254 or by visiting the Quarterly Results page of the Company’s website. A replay of the webcast will be available for 30 days.


 
About NuScale Power Founded in 2007, NuScale Power Corporation (NYSE: SMR) is the industry-leading provider of proprietary and innovative advanced small modular reactor (SMR) nuclear technology, with a mission to help power the global energy transition by delivering safe, scalable, and reliable carbon-free energy. The NuScale Power Module™, the company’s groundbreaking SMR technology, is a small, safe, pressurized water reactor that can each generate 77 megawatts of electricity (MWe) or 250 megawatts thermal (gross), and can be scaled to meet customer needs through an array of flexible configurations up to 924 MWe (12 modules) of output. As the first and only SMR to have its designs certified by the U.S. Nuclear Regulatory Commission, NuScale is well-positioned to serve diverse customers across the world by supplying nuclear energy for electrical generation, data centers, district heating, desalination, commercial-scale hydrogen production, and other process heat applications. To learn more, visit NuScale Power’s website or follow us on LinkedIn, Facebook, Instagram, X, and YouTube. Forward Looking Statements This release contains forward-looking statements (including without limitation statements containing words such as "will," "believes," "expects," “anticipates,” "plans" or other similar expressions). These forward-looking statements include statements relating to our strategic and operational plans, expectations (including regarding our market positioning, our progress toward deploying our technology, the Partnership Milestones Agreement, the RoPower Plant; the market for nuclear energy and providing energy technology for communities around the world), future growth, and the outlook of our business. Actual results may differ materially as a result of a number of factors, including, among other things, our liquidity and ability to raise capital; requirements under our 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 Partnership Milestones Agreement with ENTRA1; 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; existing or future litigation and regulatory proceedings; 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; and our ability to remediate the material weakness in our financial reporting. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, our results may differ materially from its expectations and projections. Additional information concerning these and other factors can be found in the Company's public periodic filings with the Securities and Exchange Commission (the “SEC”), including the general economic conditions and other risks, uncertainties and factors set forth in the sections entitled “Risk Factors” in our Annual Report on Form 10- K for the year ended December 31, 2024 and our Quarterly Reports on Form 10-Q and in subsequent filings we make with the SEC. The referenced SEC filings are available either publicly or upon request from NuScale's Investor Relations Department at ir@nuscalepower.com. The Company disclaims any intent or obligation other than as required by law to update or revise any forward-looking statements. SEE ATTACHMENT to import -- UNAUDITED Consolidated Balance Sheet, Statements of Operations, and Statements of Cash Flows Investor Contact Rodney McMahan, Senior Director, Investor Relations, NuScale Power rmcmahan@nuscalepower.com Media Contact Chuck Goodnight, Vice President, Business Development, NuScale Power media@nuscalepower.com


 
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 $ 407,585 $ 401,556 Short-term investments 284,200 40,000 Restricted cash 5,100 5,100 Prepaid expenses 7,746 3,377 Accounts and other receivables, net (2025 - $5,186; 2024 - $3,655 from related party) 15,187 21,104 Total current assets 719,818 471,137 Property, plant and equipment, net 2,118 2,421 In-process research and development 16,900 16,900 Intangible assets, net 571 704 Goodwill 8,255 8,255 Long-lead material work in process 63,315 43,388 Investments 61,991 — Other assets 10,167 1,868 Total Assets $ 883,135 $ 544,673 LIABILITIES AND EQUITY Current Liabilities Accounts payable and accrued expenses $ 403,415 $ 47,947 Accrued compensation 8,700 7,330 Long-lead material liability 32,323 32,327 Other accrued liabilities 560 1,356 Deferred revenue 630 762 Total current liabilities 445,628 89,722 Noncurrent liabilities 2,209 1,650 Deferred revenue 482 181 Total Liabilities 448,319 91,553 Stockholders’ Equity Class A common stock, par value $0.0001 per share, 332,000,000 shares authorized, 167,595,781 and 122,842,474 shares outstanding as of September 30, 2025 and December 31, 2024, respectively 17 12 Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 130,817,571and 154,254,663 shares outstanding as of September 30, 2025 and December 31, 2024, respectively 13 15 Additional paid-in capital 1,510,720 995,745 Accumulated deficit (682,042) (377,077) Total Stockholders’ Equity Excluding Noncontrolling Interests 828,708 618,695 Noncontrolling interests (393,892) (165,575) Total Stockholders' Equity 434,816 453,120 Total Liabilities and Stockholders' Equity $ 883,135 $ 544,673


 
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 - $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) Net loss attributable to noncontrolling interests (259,327) (28,095) (295,685) (106,424) Net Loss Attributable to Class A Common Stockholders $ (273,319) $ (17,459) $ (304,965) $ (61,648) Loss per Share of Class A Common Stock: Basic and Diluted $ (1.85) $ (0.18) $ (1.37) $ (0.70) Weighted-Average Shares of Class A Common Stock Outstanding: Basic and Diluted 147,685,584 95,197,500 223,201,115 88,137,939


 
NuScale Power Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2025 2024 OPERATING CASH FLOW Net Loss $ (600,650) $ (168,072) Adjustments to reconcile net loss to operating cash flow: Depreciation and amortization 911 1,419 Equity-based compensation expense 14,495 10,442 Disposal of property, plant and equipment 46 57 Impairment of intangible asset — 71 Gain on insurance proceeds received for damage to property, plant and equipment — (122) Change in fair value of warrant liabilities — 52,969 Other changes in assets and liabilities: Prepaid expenses and other assets (12,149) 8,474 Accounts and other receivables (2025 - $(1,531); 2024 - $2,642 from related party) 5,916 2,157 Long-lead material work in process (19,927) (5,248) Long-lead material liability (4) 741 Accounts payable and accrued expenses (2025 - $0; 2024 - $2,847 from related party) 354,072 (2,044) Nonrefundable customer deposit — 20,000 Net change in right of use assets and lease liabilities (156) (1,476) Deferred revenue 169 (820) Accrued compensation 1,371 (797) Net Cash Used in Operating Activities (255,906) (82,249) INVESTING CASH FLOW Proceeds from sale of short-term investments 102,788 — Proceeds from sale of investments 43,976 — Purchase of short-term investments (346,988) (45,000) Purchase of investments (105,967) — Purchase of property, plant and equipment (141) — Insurance proceeds received for damage to property, plant and equipment — 195 Net Cash Used in Investing Activities (306,332) (44,805) FINANCING CASH FLOW Proceeds from the issuance of common stock, net of issuance fees 562,370 103,842 Proceeds from exercise of common share options 5,897 14,575 Net Cash Provided by Financing Activities 568,267 118,417 Net Change in Cash, Cash Equivalents and Restricted Cash 6,029 (8,637) Cash, cash equivalents and restricted cash: Beginning of period 406,656 125,365 End of period $ 412,685 $ 116,728 Summary of Noncash Investing and Financing Activities: Accrued foreign income tax withholding to noncontrolling interests $ 416 $ — Plant, property and equipment in accounts payable 380 — Supplemental disclosures of cash flow information: Foreign income taxes paid $ 1,600 $ 3,212


 
EX-99.2 3 a2025-11x06x8xkxjointnus.htm EX-99.2 a2025-11x06x8xkxjointnus
Fluor and NuScale Announce Agreement Regarding Stake Monetization IRVING, Texas and CORVALLIS, Ore (November 6, 2025) – Fluor Corporation (NYSE: FLR) (“Fluor”) and NuScale Power Corporation (NYSE: SMR) (“NuScale”) today announced that they have reached an agreement regarding the conversion and monetization of Fluor’s remaining stake in NuScale, and have agreed to certain economic and other terms. Under the terms of the agreement, Fluor will convert its remaining Class B units of NuScale Power, LLC (the “Class B units”) into shares of Class A common stock of NuScale (the “Class A common stock”), and will promptly begin a structured monetization of shares, subject to certain mutually agreed volume restrictions, which are intended to preserve the value of NuScale’s equity during the process. Fluor expects to complete the monetization of its stake by the end of the second quarter of 2026. In connection with the exchange, Fluor has agreed to vote in favor of NuScale’s anticipated increase to its authorized share count, to reduce Fluor’s economic rights under the tax receivable agreement, and to waive certain claims relating to Fluor’s commercial arrangements with NuScale. The parties also agreed to certain limitations on NuScale’s equity issuances through February 2026, intended to align interests and market stability while both parties access the capital markets. The agreement follows extensive dialogue and engagement by and between Fluor and NuScale; including NuScale’s Special Committee of its Board of Directors. “We’re proud of our successful investment in NuScale and the past and prospective value generated for Fluor shareholders,” said Jim Breuer, Chief Executive Officer of Fluor. “Over the past several quarters, we engaged with NuScale to reach an efficient and equitable outcome that helps capture significant value for our shareholders, underscoring our long-term commitment to driving shareholder returns.” “Fluor’s support over the past 14 years has been instrumental in positioning NuScale as a leader in advanced nuclear technology,” said John Hopkins, President and Chief Executive Officer of NuScale Power. “This transaction marks a natural evolution of our relationship and underscores NuScale’s readiness to move forward, focused on delivering our SMR technology to the market, while delivering tremendous value to our investors.”


 
Page 2 of 4 About Fluor Corporation Fluor Corporation (NYSE: FLR) is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s nearly 27,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $16.3 billion in 2024 and is ranked 257 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement, construction and maintenance services for more than a century. For more information, please visit www.fluor.com or follow Fluor on Facebook, Instagram, LinkedIn, X and YouTube. About NuScale Power Founded in 2007, NuScale Power Corporation (NYSE: SMR) is the industry-leading provider of proprietary and innovative advanced small modular reactor (SMR) nuclear technology, with a mission to help power the global energy transition by delivering safe, scalable, and reliable carbon-free energy. The NuScale Power Module™, the company’s groundbreaking SMR technology, is a small, safe, pressurized water reactor that can each generate 77 megawatts of electricity (MWe) or 250 megawatts thermal (gross), and can be scaled to meet customer needs through an array of flexible configurations up to 924 MWe (12 modules) of output. As the first and only SMR to have its designs certified by the U.S. Nuclear Regulatory Commission, NuScale is well-positioned to serve diverse customers across the world by supplying nuclear energy for electrical generation, data centers, district heating, desalination, commercial-scale hydrogen production, and other process heat applications. To learn more, visit NuScale Power’s website or follow us on LinkedIn, Facebook, Instagram, X and YouTube. Forward Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (including without limitation statements containing words such as "will," "believes," "expects," “anticipates,” "plans," “continue,” “could,” “should” or other similar expressions). These forward-looking statements include, without limitation, statements relating to Fluor’s conversion and


 
Page 3 of 4 monetization of NuScale’s shares, NuScale’s anticipated special meeting(s) of shareholders and increase(s) in authorized shares, and Fluor and NuScale’s partnership. Actual results may differ materially from those expressed or implied in these forward-looking statements as a result of a number of factors, including, among others, the timing and completion of the proposed share conversion and Fluor’s ability to successfully monetize its NuScale holdings on the anticipated terms and schedule; the ability of NuScale to obtain shareholder approval for the increase in its authorized share count; prevailing market conditions and trading volumes; the performance of NuScale’s business and operations; execution risks involving ongoing and future projects; and other factors that could cause actual outcomes to differ materially from current expectations. Neither Fluor nor NuScale undertakes any obligation, except as required by law, to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise. Additional information concerning these and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in each company’s filings with the Securities and Exchange Commission (the “SEC”). These include, for Fluor, its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and other filings made with the SEC from time to time; and, for NuScale, its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and subsequent filings with the SEC. The referenced SEC filings are available publicly on the SEC’s website at www.sec.gov or through the companies’ respective Investor Relations websites. Neither Fluor nor NuScale undertakes any duty to update the information contained in these filings or in this release, except as required by law. Media Contacts Brett Turner, Head of Global Media Relations, Fluor brett.turner@fluor.com Chuck Goodnight, Vice President, Business Development, NuScale Power media@nuscalepower.com Investor Contacts Jason Landkamer, Vice President, Investor Relations, Fluor jason.landkamer@fluor.com Rodney McMahan, Senior Director, Investor Relations, NuScale Power ir@nuscalepower.com