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What changed in NUSCALE POWER Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NUSCALE POWER Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+397 added−461 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-03)

Top changes in NUSCALE POWER Corp's 2025 10-K

397 paragraphs added · 461 removed · 255 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

113 edited+42 added−90 removed42 unchanged
Biggest changeOur workforce is concentrated in the Portland and Corvallis, Oregon areas, but we have employees working in 36 states and the District of Columbia. We have a seasoned leadership team with extensive experience in the nuclear industry that places significant focus and attention on matters concerning our human capital assets, particularly our diversity, capability development and succession planning.
Biggest changeNuScale has a seasoned leadership team with extensive experience in the nuclear industry that places significant focus and attention on matters concerning the Company’s human capital assets, particularly NuScale’s diversity, capability development and succession planning. Accordingly, we regularly review employee development and succession plans for each of the Company’s functions to identify and develop a pipeline of talent.
NuScale is the only company to obtain approval of its EPZ methodology from the NRC (or any other national government nuclear regulatory body) as well as the only SMR developer to have an approved regulatory basis for obtaining a site boundary EPZ.
NuScale is the only SMR company to obtain approval of its EPZ methodology from the NRC (or any other national government nuclear regulatory body) as well as the only SMR developer to have an approved regulatory basis for obtaining a site boundary EPZ.
Nuclear hardware and codes specifically designed or modified for use in a nuclear reactor are controlled by the NRC under 10 CFR Part 110. The U.S. government agencies responsible for administering the EAR and other export control regulations have a degree of discretion interpreting and enforcing these regulations.
Nuclear hardware and codes specifically designed or modified for use in a nuclear reactor are controlled by the NRC under 10 CFR Part 110. The U.S. government agencies responsible for administering the EAR and other export control regulations have a degree of discretion in interpreting and enforcing these regulations.
Due to their innovative design, NuScale SMR-based power plants can operate as baseload generation, load-follow renewables and/or support key industrial applications. Fossil Fuels. The majority of the world’s electricity continues to be sourced from gas, coal and oil. While reliable, these sources are carbon-intensive and we expect them to largely be replaced with carbon-free generation over time.
Due to their innovative design, NuScale SMR-based power plants can operate as baseload generation, load-follow renewables and/or support key industrial applications. Fossil Fuels. The majority of the world’s electricity continues to be sourced from natural gas, coal and oil. While reliable, these sources are carbon-intensive and we expect them to largely be replaced with carbon-free generation over time.
Although our NPM is the only SMR with an NRC-approved safety case, according to the DOE, “small modular reactors have the potential for enhanced safety and security compared to earlier designs.” The smaller reactor core and reduced potential for off-site release from SMRs means SMRs may be located closer to population centers and industrial facilities in need of process heat.
Although the NPM is the only SMR with an NRC-approved safety case, according to the DOE, “small modular reactors have the potential for enhanced safety and security compared to earlier designs.” The smaller reactor core and reduced potential for off-site release from SMRs means SMRs may be located closer to population centers and industrial facilities in need of process heat.
The smaller EPZ enables NuScale SMR-based power plants to be sited closer to end-users, which is of particular importance to process heat off-takers and to owners seeking to repower retiring coal-fired generation facilities. • No Requirement for Backup Power. The NRC concluded that NuScale’s safety design eliminates the need for “Class 1E” power – i.e., safety-related, backup power.
The smaller EPZ enables NuScale SMR-based power plants to be sited closer to end-users, which is of particular importance to process heat off-takers and to owners seeking to repower retiring coal-fired generation facilities. • No Backup Power. The NRC concluded that NuScale’s safety design eliminates the need for “Class 1E” power – i.e., safety-related, backup power.
Light water reactors, such as our NPM, are considered by the World Nuclear Association to have the lowest technological risk and are the most developed from a commercial perspective benefiting from decades of proven technology. SMRs have a number of inherent advantages over traditional large-scale nuclear and other carbon-free power generation, including: • Simplicity of Design.
Light water reactors, such as the NPM, are considered by the World Nuclear Association to have the lowest technological risk and are the most developed from a commercial perspective benefiting from decades of proven technology. SMRs have a number of inherent advantages over traditional large-scale nuclear and other carbon-free power generation, including: • Design Simplicity.
This is a distinct benefit compared to traditional large-scale nuclear plants in which reactors are built on-site and only after their completion can the balance of the plant be constructed. We can fabricate our NPMs in parallel with site construction, saving time and reducing complexity, labor and construction costs. • Natural Circulation.
This is a distinct benefit compared to traditional large-scale nuclear plants in which reactors are built on-site and only after their completion can the balance of the plant be constructed. We can fabricate NPMs in parallel with site construction, saving time and reducing complexity, labor and construction costs. • Natural Circulation.
Nuclear Safety Regulatory Approval Internationally Generally speaking, most countries limit license applications to the proposed owner and/or operator of nuclear power plants. Where appropriate in support of a customer or at the request of the regulator, we intend to engage early with regulators in each country of interest, consistent with our approach in the U.S.
Nuclear Safety Regulatory Approval Internationally Generally speaking, most countries limit license applications to the proposed owner and/or operator of nuclear power plants. Where appropriate in support of a customer or at the request of the regulator, we intend to engage early with regulators in each country of interest, consistent with the approach in the U.S.
This means that NuScale SMR-based power plants do not need costly emergency diesel generators to ensure the safety of the reactors in the event of a power loss. Today, no operating nuclear plant in the United States can make this claim. • Resilience to Man-made and Natural Events.
This means that NuScale SMR-based power plants do not need costly emergency diesel 5 generators to ensure the safety of the reactors in the event of a power loss. Today, no operating nuclear plant in the United States can make this claim. • Resilience to Man-made and Natural Events.
These plants require significant resource planning and utilities have hesitated to deploy the capital necessary to build large-scale nuclear plants because of these high costs. SMRs are simpler, smaller and the reactors are largely factory built, leading to shorter construction times and greater cost predictability. • Modular and Scalable .
These plants require significant resource planning and utilities have hesitated to deploy the capital necessary to build large-scale nuclear plants because of these high costs. SMRs are simpler, smaller and the reactors are largely factory built, leading to shorter construction times and greater cost predictability. 3 • Modular and Scalable .
The reactor core of our NPM is cooled entirely by natural circulation of water. Natural circulation provides a significant advantage in that it reduces capital and operational costs by eliminating reactor coolant pumps, pipes and valves and the associated power, maintenance and potential failures of those components. • Refueling and Maintenance Innovations.
The reactor core of the NPM is cooled entirely by natural circulation of water. Natural circulation provides a significant advantage in that it reduces capital and operational costs by eliminating reactor coolant pumps, pipes and valves and the associated power, maintenance and potential failures of those components. • Refueling and Maintenance Innovations.
The purpose of the review was to identify strengths and potential weaknesses of the safety case to expedite licensing in countries that employ IAEA safety guidelines. In addition, we have had significant interaction with safety regulators and energy ministries in many of the countries where there is significant customer interest.
The purpose of the review was to identify strengths and potential weaknesses of the safety case to expedite licensing in countries that employ IAEA safety guidelines. 13 In addition, we have had significant interaction with safety regulators and energy ministries in many of the countries where there is significant customer interest.
Currently operating commercial nuclear power plants in the U.S. are 5 required to have a 10-mile radius EPZ from the reactor site and the population within the EPZ must be capable of evacuating within a specified time period.
Currently operating commercial nuclear power plants in the U.S. are required to have a 10-mile radius EPZ from the reactor site and the population within the EPZ must be capable of evacuating within a specified time period.
Our services include: • Regulatory licensing support, including in the United States preparation and prosecution support for the customer’s desired regulatory approval regimes under either 10 CFR, Part 50 or Part 52 pursuant to NRC regulations; • Start-up testing and commissioning support; • Accredited training programs to support initial and ongoing power plant operations; • Management of all aspects of the NRC required inspections, tests, analysis and acceptance criteria process; • NPM mechanical handling; • Initial and ongoing fuel bundle loading and movement; • Design engineering management during commercial operation; • Operations and maintenance program management, including regulatory compliance reporting support; • Procurement and spare parts management; • Nuclear fuel management including reload analysis; and • Outage planning and execution support.
NuScale’s services include: • Regulatory licensing support, including in the United States preparation and prosecution support for the customer’s desired regulatory approval regimes under either 10 CFR, Part 50 or Part 52 pursuant to NRC regulations; • Start-up testing and commissioning support; • Accredited training programs to support initial and ongoing power plant operations; • Management of all aspects of the NRC required inspections, tests, analysis and acceptance criteria process; 8 • NPM mechanical handling; • Initial and ongoing fuel bundle loading and movement; • Design engineering management during commercial operation; • Operations and maintenance program management, including regulatory compliance reporting support; • Procurement and spare parts management; • Nuclear fuel management including reload analysis; and • Outage planning and execution support.
You may obtain free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports on the “Investor” portion of our website, under the heading “SEC Filings” filed under “Financials.” These reports are available on our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.
You may obtain free electronic copies of the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports on the “Investor” portion of the website, under the heading “SEC Filings” filed under “Financials.” These reports are available on the website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.
Furthermore, SMRs can be sited closer to the end-user, significantly reducing the need for transmission infrastructure while also providing ancillary benefits such as process heat to end users. Our Technology Our NPM is the product of approximately 18 years of research and development by NuScale and key collaborators, including Oregon State University and the Idaho National Laboratory.
Furthermore, SMRs can be sited closer to the end-user, significantly reducing the need for transmission infrastructure while also providing ancillary benefits such as process heat to end users. NuScale Technology The NPM is the product of approximately 18 years of research and development by NuScale and key collaborators, including Oregon State University (“OSU”) and the Idaho National Laboratory.
As a first mover and developer of the power plant’s nuclear technology, we believe we are well positioned to be a trusted service provider. As such, we anticipate our services will have high penetration rates and will provide consistent, recurring revenues that could become significant once a large number of NuScale SMR-based plants are in operation.
As a first mover and developer of the power plant’s nuclear technology, we believe that we are well positioned to be a trusted service provider. As such, we anticipate that the Company’s services will have high penetration rates and will provide consistent, recurring revenues that could become significant once a large number of NuScale SMR-based plants are in operation.
Our executives have extensive prior management experience in nuclear and engineering organizations, such as the NRC, United States Navy, DOE, General Electric Company, Exelon Corporation, Framatome and others. Among key members of NuScale’s executive leadership team is Dr. José N. Reyes, Ph.D., co-founder and Chief Technology Officer of the Company. Dr.
The Company’s executives have extensive prior management experience in nuclear and engineering organizations, such as the NRC, United States Navy, DOE, General Electric Company, Exelon Corporation, Framatome and others. Among key members of NuScale’s executive leadership team is Dr. José N. Reyes, Ph.D., co-founder and Chief Technology Officer of the Company. Dr.
State or local regulators may also require permits or licenses for a NuScale SMR-based plant, including a National Pollutant Discharge Elimination System (NPDES) Permit for Storm Water Discharges from Construction Activities and to Construct a Sanitary Wastewater, 17 Wastewater Treatment facility; Section 401 Water Quality Certification; Well Permits; Solid Waste Handling Permit; and appropriate building permits.
State or local regulators may also require permits or licenses for a NuScale SMR-based plant, including a National Pollutant Discharge Elimination System Permit for Storm Water Discharges from Construction Activities and to Construct a Sanitary Wastewater, Wastewater Treatment facility; Section 401 Water Quality Certification; Well Permits; Solid Waste Handling Permit; and appropriate building permits.
In 2022, the NRC approved a new methodology for SMR emergency planning; however, no other SMR vendor has had its methodology approved following the new criteria. 3 • Economics versus Traditional Nuclear . Traditional large-scale nuclear facilities have high upfront capital costs due to the size of the power plants as well as long construction times.
In 2022, the NRC approved a new methodology for SMR emergency planning; however, no other SMR vendor has had its methodology approved following the new criteria. • Traditional Nuclear Economics . Traditional large-scale nuclear facilities have high upfront capital costs due to the size of the power plants as well as long construction times.
These reports, and any amendments to them, are also available at the Internet website of the SEC, http://www.s ec.gov.
These reports, and any amendments to them, are also available at the Internet website of the SEC, http:// 14 www.s ec.gov.
Although China and Russia have currently operating SMRs, ours is the first and only SMR to receive an SDA from the NRC. This is an important regulatory milestone that provides customers with certainty – knowing that the NRC approves of the plant design – before committing significant capital to develop a nuclear facility.
Although China and Russia have currently operating SMRs, NuScale’s is the first and only SMR to receive an SDA from the NRC. This is an important regulatory milestone that provides customers with certainty – knowing that the NRC approves of the plant design – before committing significant capital to develop a nuclear facility.
Under Part 110, the NRC regulates the export or import of nuclear hardware, material and code, following similar protocols with respect to the same sensitive countries versus non sensitive countries regulatory structure embedded in 10 CFR Part 810. Available Information Our website address is www.nuscalepower.com .
Under Part 110, the NRC regulates the export or import of nuclear hardware, material and code, following similar protocols with respect to the same sensitive countries versus non sensitive countries regulatory structure embedded in 10 CFR Part 810. Available Information The Company’s website address is www.nuscalepower.com .
NuScale has benefited from independent research, peer-reviewed studies and testing conducted by and with academic institutions, including Oregon State University, Boise State University, Colorado School of Mines, University of Houston, University of Idaho, University of Illinois Urbana-Champaign, Kansas State University, University of Maryland, Massachusetts Institute of Technology, University of Michigan, Missouri University of Science and Technology, Morgan State University, University of Nevada Las Vegas, North Carolina State University , POLIMI (Italy), University of Sheffield (U.K.), University of Tennessee, Texas A&M, Utah State University, University of Utah, University of Wisconsin and University of Wyoming.
Specifically, NuScale has benefited from independent research, peer-reviewed studies and testing conducted by and with academic institutions, including OSU, Boise State University, Colorado School of Mines, University of Houston, University of Idaho, University of Illinois Urbana-Champaign, Kansas State University, University of Maryland, Massachusetts Institute of Technology, University of Michigan, Missouri University of Science and Technology, Morgan State University, University of Nevada Las Vegas, North Carolina State University, POLIMI (Italy), University of Sheffield (U.K.), University of Tennessee, Texas A&M, Utah State University, University of Utah, University of Wisconsin and University of Wyoming.
In addition to the sale of NPMs, we will offer a diversified suite of services throughout the development and operating life of the power plant. Our suite of services is planned to include licensing support, testing, training, fuel supply services and program management, among others.
In addition to the sale of NPMs, we will offer a diversified suite of services throughout the development and operating life of the power plant. The Company’s suite of services is planned to include licensing support, testing, training, fuel supply services and program management, among others.
Item 1. Business Unless the context otherwise requires, all references in this section to NuScale, the “Company,” “we,” “us” or “our” refer to the consolidated operations of NuScale Corp and NuScale LLC. Overview NuScale is redefining nuclear power through the development of proprietary and innovative SMR technology that will deliver safe, scalable, cost-effective and reliable carbon-free power.
Item 1. Business Unless the context otherwise requires, all references in this section to “NuScale,” the “Company,” “we,” “us” or “our” refer to the consolidated operations of NuScale Corp and NuScale LLC. Overview NuScale is redefining nuclear power through the development of proprietary and innovative SMR technology that the Company believes will deliver safe, scalable, cost-effective and reliable carbon-free power.
We also expect to benefit from the NRC’s regulatory assistance program, through which the NRC collaborates with other countries’ regulators to understand the basis for the NRC approval of our design. NuScale is also engaging directly with the IAEA to facilitate regulatory approval abroad.
We also expect to benefit from the NRC’s regulatory assistance program, through which the NRC collaborates with other countries’ regulators to understand the basis for the NRC approval of the Company’s design. NuScale is also engaging directly with the IAEA to facilitate regulatory approval abroad.
We anticipate that our services offerings will have high penetration rates across our customer base and will provide consistent, recurring revenues throughout the project deployment phase and operating lives of NPMs. We expect service revenue to begin approximately five years prior to a power plant’s commercial operation date and to extend throughout the life of the power plant.
We anticipate that the Company’s service offerings will have high penetration rates across the customer base and will provide consistent, recurring revenues throughout the project deployment phase and operating lives of NPMs. We expect service revenue to begin approximately five years prior to a power plant’s commercial operation date and to extend throughout the life of the power plant.
Because our technology was designed based on this proven foundation, we believe NuScale has a significant advantage over other alternative and yet unproven nuclear technologies that may come to market, both with respect to obtaining regulatory approvals and attracting customer interest. • Single, Integrated Unit.
Because the Company’s technology was designed based on this proven foundation, we believe that NuScale has a significant advantage over other alternative and yet unproven nuclear technologies that may come to market, both with respect to obtaining regulatory approvals and attracting customer interest. • Single, Integrated Unit.
We believe our competitive strengths differentiate us from our competition globally, in part because NuScale’s SMR technology is currently the only NRC-approved SMR technology capable of meeting the growing demand for carbon-free baseload generation. Carbon-Free Energy . According to BloombergNEF, more than 40% of the world’s electricity came from zero-carbon sources in 2023, including wind, solar, hydroelectric and large-scale nuclear.
The Company’s competitive strengths differentiate us from the competition globally, in part because NuScale’s SMR technology is currently the only NRC-approved SMR technology capable of meeting the growing demand for carbon-free baseload generation. Carbon-Free Energy . According to BloombergNEF, more than 40% of the world’s electricity came from zero-carbon sources in 2023, including wind, solar, hydroelectric and large-scale nuclear.
These features address a host of critical industry needs with respect to grid resiliency and reliability and provide customers with related commercial benefits that other power generation solutions do not provide. Select features of the NuScale SMR-based power plants include: • No Requirement for connection to the grid.
These features address a host of critical industry needs with respect to grid resiliency and reliability and provide customers with related commercial benefits that other power generation solutions do not provide. Select features of the NuScale SMR-based power plants include: • No Grid Connection Required.
Approximately one-third of our patent portfolio relates to our safety system, one-third relates to power production and the remaining third to other categories such as software and to the reactor module, operability, modularity and inspection. NuScale’s proprietary module protection system was developed in-house and has been approved by the NRC.
Approximately one-third of the Company’s patent portfolio relates to the safety system, one-third relates to power production and the remaining third to other categories such as software and to the 11 reactor module, operability, modularity and inspection. NuScale’s proprietary module protection system was developed in-house and has been approved by the NRC.
Competitive Strengths Only Viable Carbon-free Baseload Power. Nuclear is the only viable carbon-free baseload power available to address the global need for carbon-free generation and to meet decarbonization targets year-round.
Competitive Strengths Only Viable Carbon-free Baseload Power. Nuclear is believed to be the only viable carbon-free baseload power available to address the global need for carbon-free generation and to meet decarbonization targets year-round.
The ability to incorporate an SDA and provide only site-specific information to file a license application is an improved licensing process developed by the NRC and industry and has been used by all new reactor designs and license applications since the early 1990s.
The ability to incorporate an SDA, topical reports, and provide site-specific information to file a license application is an improved licensing process developed by the NRC and industry and has been used by all new reactor designs and license applications since the early 1990s.
Just as we increased power to 77 MWe per module without increasing module size or construction costs, our R&D team is continuously researching and developing ways to improve our technology and meet our customers’ energy needs – creating top line growth opportunities and potential for increasing margins over time. Development of New Products.
Just as we increased power to 77 MWe per module without increasing module size or construction costs, NuScale’s R&D team is continuously researching and developing ways to improve the technology and meet the Company’s customers’ energy needs – creating top line growth opportunities and potential for increasing margins over time. Development of New Products.
We also maintain various documents related to our corporate governance including our Corporate Governance Guidelines, our Board Committee Charters and our Code of Business Ethics Program filed under “Governance.” The information found on the website is not part of, or incorporated by reference into, this or any other report we file with, or furnish to, the SEC. 18
We also maintain various documents related to corporate governance including the Company’s Corporate Governance Guidelines, Board Committee Charters and Code of Business Ethics Program filed under “Governance.” The information found on the website is not part of, or incorporated by reference into, this or any other report we file with, or furnish to, the SEC. 15
Using our innovative technology platform and robust intellectual property portfolio, NuScale is well-positioned to continue making technology advancements over time. These improvements include increasing power output, simplifying operations, reducing construction time and reducing production cost.
Using the Company’s innovative technology platform and robust intellectual property portfolio, NuScale is well-positioned to continue making technology advancements over time. These improvements include increasing power output, simplifying operations, reducing construction time and reducing production cost.
Our NPM’s allow for scalability from one to twelve modules in a single installation, with typical scales of 12-module (924 MWe), six-module (462 MWe) and four-module (308 MWe) versions. These NuScale SMR-based configurations can commence operation with one module and scale to house up to their approved capacity of four, six or twelve modules.
The NPMs allow for scalability from one to twelve modules in a single installation, with typical scales of 12-module (924 MWe), six-module (462 MWe) and four-module (308 MWe) versions. These NuScale SMR-based configurations can commence operation with one module and scale to house up to their approved capacity of four, six or twelve modules.
The rigorously tested safety case results in an array of applications and commercial opportunities 9 for NuScale that traditional nuclear power plants cannot support, and can be located closer to end-users and population centers. Global Network of Strategic Investors and Supply Chain Partners with DOE Support .
The rigorously tested safety case results in an array of applications and commercial opportunities for NuScale that traditional nuclear power plants cannot support because NuScale’s NPMs can be located closer to end-users and population centers. Global Network of Strategic Investors and Supply Chain Partners with DOE Support .
On November 4, 2021, NuScale and Nuclearelectrica, a national energy company in Romania that produces electricity, heat and nuclear fuel, signed a teaming agreement to advance the delivery of NuScale’s SMR technology.
Customers and Prospective Customers RoPower/Nuclearelectrica. On November 4, 2021, NuScale and Nuclearelectrica, a national energy company in Romania that produces electricity, heat and nuclear fuel, signed a teaming agreement to advance the delivery of NuScale’s SMR technology.
He is Professor Emeritus in the School of Nuclear Science and Engineering at Oregon State University, was inducted into the National Academy of Engineering in 2018 and holds over 182 patents granted or pending in 21 countries. Competition Our competitors are other power generation technologies, including traditional baseload, renewables, long duration storage and other nuclear reactors, including SMRs.
He is 9 Professor Emeritus in the School of Nuclear Science and Engineering at Oregon State University, was inducted into the National Academy of Engineering in 2018 and holds over 237 patents granted or pending in 21 countries. Competition NuScale’s competitors are other power generation technologies, including traditional baseload, renewables, long duration storage and other nuclear reactors, including SMRs.
A customer seeking to deploy a NuScale SMR-based power plant will be granted a license from NuScale to construct, operate, maintain and decommission the plant. NuScale will also provide design and nuclear regulatory licensing basis information necessary for the customer to obtain regulatory approval to construct and operate the power plant. 8 Sale of Equipment including NuScale Power Modules.
A customer seeking to deploy a NuScale SMR-based power plant will be granted a technology license from NuScale. NuScale will also provide design and nuclear regulatory licensing basis information necessary for the customer to obtain regulatory approval to construct and operate the power plant. Sale of Equipment including NuScale Power Modules.
We believe that this, and the fact that our design approval timeline was based on well-established light water nuclear technology, provides NuScale with a solid competitive advantage over other SMR competitors. Unparalleled Safety Case. NuScale’s innovative, fully passive safety system design addresses the historical concerns of traditional large-scale nuclear power plants.
The fact that the NuScale design approval timeline was based on well-established light water nuclear technology, provides NuScale with a solid competitive advantage over other SMR competitors. Unparalleled Safety Case. NuScale’s innovative, fully passive safety system design addresses the historical concerns of traditional large-scale nuclear power plants.
The IAEA, while not a regulator, is important because many countries’ regulatory frameworks were developed from IAEA standards, which are somewhat different from the NRC framework. NuScale completed the Technical Safety Review of Design Safety (TSR-D5) with the IAEA in December of 2024.
The IAEA, while not a regulator, is important because many countries’ regulatory frameworks were developed from IAEA standards, which are somewhat different from the NRC framework. NuScale completed the Technical Safety Review of Design Safety (“TSR-DS”) with the IAEA in December of 2024.
This scalability will allow customers to right-size their up-front capital investment and economically increase installed capacity over time through the addition of NPMs. • Safe .
This scalability is expected to allow customers to right-size their up-front capital investment and economically increase installed capacity over time through the addition of NPMs. • Safe .
The NRC has bilateral relationships with many other countries and participates in several international support organizations, including the International Atomic Energy Agency (“IAEA”), the Nuclear Energy Agency and the International Nuclear Regulators Association. We expect NRC approval will benefit our ability to obtain regulatory approvals internationally and will give foreign regulators confidence that the NuScale design is safe.
The NRC has bilateral relationships with many other countries and participates in several international support organizations, including the IAEA, the Nuclear Energy Agency and the International Nuclear Regulators Association. We expect that the NRC approval will benefit the Company’s ability to obtain regulatory approvals internationally and will give foreign regulators confidence that the NuScale design is safe.
The NRC has approved NuScale’s methodology for calculating EPZ size. This methodology, approved solely for NuScale’s unique passively safe design, demonstrates that most NuScale SMR-based plant sites in the U.S. can be approved with a 300-yard “site-boundary” EPZ.
This methodology, approved solely for NuScale’s unique passively safe design, demonstrates that most NuScale SMR-based plant sites in the U.S. can be approved with a 300-yard “site-boundary” EPZ.
NuScale SMR-based power plants provide highly reliable, cost-effective, carbon-free baseload power to electric grids – no other existing baseload technology can claim the same benefits on the scale needed to address the world’s growing needs. Innovative Technology Platform and Intellectual Property Portfolio. We have 478 patents issued and an additional 194 patents pending.
NuScale SMR-based power plants are expected to provide highly reliable, cost-effective, carbon-free baseload power to electric grids – no other existing baseload technology can claim the same benefits on the scale needed to address the world’s growing needs. Innovative Technology Platform and Intellectual Property Portfolio. We have 513 patents issued and an additional 268 patents pending.
As a result, we have numerous operational and commercial advantages including a safety case that supports a small, site-boundary emergency planning zone (“EPZ”) designation by the NRC, as well as various resiliency and reliability features including the ability to start and operate a plant without AC or DC power to provide first-responder power.
As a result, the Company believes it has numerous operational and commercial advantages including a safety case that supports a small, site-boundary emergency planning zone (“EPZ”) designation by the NRC, as well as various resiliency and reliability features including the ability to start and operate a plant without AC or DC power to provide first-responder power.
Our core technology, the NuScale Power Module™ (“NPM”), can generate 77 MWe and is premised on well-established nuclear technology principles, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features.
The Company’s core technology, the Light Water Nuclear Reactor NuScale Power Module™ (“NPM”), can generate 77 MWe and is premised on well-established nuclear technology principles, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features.
We believe our intellectual property rights, as well as our highly skilled personnel are important assets necessary to maintain our competitive advantage in the market and expand on our technology platform. First to Receive an SDA from the NRC.
The Company’s intellectual property rights, as well as the Company’s highly skilled personnel are important assets necessary to maintain a competitive advantage in the market and expand on the Company’s technology platform. First to Receive an SDA from the NRC.
Despite the intensity of the review, the NRC approved the NuScale design in 42 months—the fastest approval ever completed by the agency. We received the SDA for our 50 MWe NPM and 12-module plant design in August 2020, and our SMR design is currently the only SMR with such an approval.
Despite the intensity of the review, the NRC approved the NuScale design in 41 months—the fastest approval ever completed by the agency. We received the SDA for a 50 MWe NPM and 12-module plant design in August 2020, and the Company’s SMR design is currently the only SMR with such approval.
During the span of such an event and for an unlimited time, NuScale SMR-based power plants do not require any internal or external human or computer actions, AC or DC power or additional water to cool the reactors (referred to as NuScale’s Triple Crown For Nuclear Plant Safety). An unlimited coping period is unprecedented for commercial light water nuclear reactors.
During the span of such an event and for an unlimited amount of time, NuScale SMR-based power plants do not require any internal or external human or computer actions, AC or DC power or additional water to cool the reactors (referred to as NuScale’s Triple Crown For Nuclear Plant Safety).
Approval by the NRC included over 250,000 review hours at a cost of approximately $70 million. In addition to paying the NRC review fees, we incurred approximately $130 million in costs responding to numerous NRC requests for additional information, analyses and audits.
Development of the DCA required approximately $500 million in testing and engineering. Approval by the NRC included over 250,000 review hours at a cost of approximately $70 million. In addition to paying the NRC review fees, we incurred approximately $130 million in costs responding to numerous NRC requests for additional information, analyses and audits.
Large scale nuclear plants, which typically generate 1 GW or more, are complex in terms of design and construction. SMRs are simpler to manufacture, construct, operate and maintain. SMRs are also designed to eliminate many of the nuclear components needed in large-scale plants which adds to their simplicity. • Enhanced Safety Features .
Large scale nuclear plants, which typically generate 1GW or more, are complex in terms of design and construction. SMRs are simpler to manufacture, construct, operate and maintain. SMRs are also designed to eliminate many of the nuclear components needed in large-scale plants which adds to their simplicity.
NuScale Power Modules and NSSS Equipment Our core technology, the NuScale Power Module™ (“NPM”), can generate 77 MWe and is premised on well-established nuclear technology principles, with a focus on the integration of components, simplification or elimination of systems, and use of passive safety features.
NuScale Power Modules and Nuclear Steam Supply System (“NSSS”) Equipment The Company’s core technology, the NuScale Power Module™ (“NPM”), can generate 77 MWe and is premised on well-established nuclear technology principles, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features.
International Customer Development. With ENTRA1 we continue to develop our international customer interest as we foresee a significant customer demand over the long-term to be outside of the United States. Our collective team puts significant effort into developing dialogue with foreign governments and corporations in order to educate and market our technology. Technology Advancements.
With ENTRA1, NuScale continues to develop an international customer interest as we foresee a significant customer demand over the long-term to be outside of the United States. NuScale and ENTRA1’s collective team puts significant effort into developing dialogue with foreign governments and corporations in order to educate and market the Company’s technology. Technology Advancements.
As such, NuScale SMR-based power plants can be licensed within the existing regulatory framework for light water reactors, drawing on a vast body of established research and development, proven codes and methods and existing regulatory standards.
The NPM design relies on well-established pressurized, light water reactor technology. As such, NuScale SMR-based power plants can be licensed within the existing regulatory framework for light water reactors, drawing on a vast body of established research and development, proven codes and methods and existing regulatory standards.
NuScale has constructed an electrically-heated, one-third scale, high-pressure and temperature integral thermal-hydraulic test facility that demonstrates the operation of the entire nuclear steam supply system and safety systems. NuScale testing programs have been audited by the U.S. Nuclear Regulatory Commission.
NuScale constructed an electrically-heated, one-third scale, high-pressure and temperature integral thermal-hydraulic test facility that demonstrated the operation of the entire nuclear steam supply system and safety systems. NuScale testing programs have been audited by the NRC.
NuScale’s SMR technology has been designed to be the safest nuclear plants in the world and have several industry-first advantages over conventional large-scale nuclear plants, including an unlimited “coping” period during which the NPMs can be shut down and kept in a safe condition without operator intervention, AC or DC power or any additional cooling water.
NuScale believes that its SMR technology design is the safest in the world for nuclear plants and that it has several industry-first advantages over conventional large-scale nuclear plants, including an unlimited “coping” period during which the NPMs can be shut down and kept in a safe condition without operator intervention, AC or DC power or any additional cooling water.
Other Advanced Nuclear Reactors. There are several reactor technologies that are in various stages of development, such as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies and others, and commercial SMRs are currently operating in China and Russia. These technologies, like ours, are designed to be clean, safe and highly reliable.
Other Advanced Nuclear Reactors. There are several reactor technologies that are in various stages of development, such as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies and others, and commercial SMRs are currently operating in China and Russia.
The NPM operates inside a stainless-steel lined, water-filled pool located below ground level. NuScale Power Module TM Our NPM technology leverages existing light water nuclear reactor technology and fuel that has been operating globally for over 60 years. The reactor operates using the principles of buoyancy-driven natural circulation; hence, no pumps are needed to circulate water through the reactor.
NuScale Power Module TM The Company’s NPM technology leverages existing light water nuclear reactor technology and fuel that has been operating globally for over 60 years. The reactor operates using the principles of buoyancy-driven natural circulation; hence, no pumps are needed to circulate water through the reactor.
These strategic actions aligned resources with core priorities, which include advancing revenue-generating projects, securing new orders and positioning NuScale towards technology commercialization and long-term success. As of December 31, 2024, we had 330 full-time employees with an aggregate of 124 advanced degrees, including 79 master’s degrees in engineering and science and 21 Ph.Ds. Twelve percent of our engineers are veterans.
These strategic actions aligned resources with core priorities, which include advancing revenue-generating projects, securing new orders and positioning NuScale towards technology commercialization and long-term success. As of December 31, 2025, we had 428 full-time employees with an aggregate of 159 advanced degrees, including 11 master’s degrees in engineering and science and 22 Ph.Ds.
NuScale and RoPower, which is owned in equal shares by Nuclearelectrica and Nova Power & Gas S.A., announced on January 4, 2023, that a contract for pre-FEED work was signed between the parties on December 28, 2022.
NuScale and RoPower, which is owned in equal shares by Nuclearelectrica and Nova Power & Gas S.A., announced on January 4, 2023, that a contract for the preliminary work required prior to beginning the Front-End Engineering and Design (“FEED”) work was signed between the parties on December 28, 2022.
Our current R&D efforts are centered on innovative plant operations and services, introducing new product innovations, and lowering the lifecycle cost of our NPMs.
The Company’s current research and development (“R&D”) efforts are centered on innovative plant operations and services, introducing new product innovations, and lowering the lifecycle cost of the NPMs.
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. NuScale has aligned with ENTRA1 as its commercialization / developer partner for NuScale SMRs.
FEED Phase 2 included 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 has supported their scope of this FEED Phase 2 as a subcontractor to Fluor.
The NRC does not re-review the design in the SDA during the license application review; the review is limited to site specific design features (e.g., physical security systems, water intake structures), operational programs (e.g., maintenance, emergency preparedness) and environmental impacts.
The NRC does not re-review the design approved in the SDA during the customer license application review, and the review is limited to site specific design features (e.g., physical security systems, water intake structures), operational programs (e.g., maintenance, emergency preparedness) and environmental impacts. NuScale has pursued and received NRC approval on topical reports that support customer regulatory applications.
We continue to explore the development of innovative new products based on our core NPM technology. For example, we are developing a micro-reactor for niche end-markets. Our micro-reactor design is a 0.01 MWe to 10 MWe module intended to supply power to remote, off-grid and small communities. Use applications could include mining, universities, space power, military installations and disaster relief.
Management continues to explore the development of innovative new products based on the Company’s core NPM technology. For example, we are developing a micro-reactor for niche end-markets. NuScale’s micro-reactor design is a 0.01 MWe to 10 MWe module intended to supply power to remote, off-grid and small communities.
After completing the pre-FEED work, in July 2024, NuScale and RoPower signed a technology licensing agreement, which grants RoPower a right to use certain intellectual property of NuScale’s.
After completing the pre-FEED work, in July 2024, NuScale and RoPower signed a technology licensing agreement, which grants RoPower a right to use certain intellectual property of NuScale’s. In the third quarter of the 2024 fiscal year, Nuclearelectrica and RoPower signed the FEED Phase 2 contract with Fluor, a related party to NuScale.
Last fall, we completed all identified and planned manufacturing trials associated with our most critical component, our NPM.
The Company completed all identified and planned manufacturing trials associated with the most critical component, the NPM.
This process, known as Part 52, substantially reduced regulatory and financial risk for license applicants compared to the older process, known as Part 50. As the only SMR vendor using Part 52 to date, NuScale has a competitive advantage and that makes our SMR attractive to potential customers.
This process, known as Part 52, substantially reduced regulatory and financial risk for license applicants compared to the older process, known as Part 50. NuScale’s licensing approach is a competitive advantage and that makes the NPM attractive to potential customers.
In addition, we have also received significant financial and regulatory support from the DOE since the inception of NuScale. Cost-Competitive. NuScale’s technology is cost-competitive both in the United States and globally. Our technology’s reliability, resiliency and flexibility are key attributes that customers and regulators value highly.
In addition, we have also received significant financial and regulatory support from the DOE since the inception of NuScale. Cost-Competitive. NuScale’s technology is cost-competitive both in the United States and globally.
In January 2023, the Company submitted a second SDA Application and the associated licensing topical reports to the NRC for NuScale’s 6-module, 77 MWe NPM plant design. On July 31, 2023, the NRC formally announced that it accepted the Company’s SDA Application for review.
On July 31, 2023, the NRC formally announced that it accepted the Company’s SDA Application for review. 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.
Our NPM technology leverages existing light water nuclear reactor technology and conventional low-enriched uranium fuel supply that have been operating globally for over 60 years. • Simple.
NuScale’s unique SMR has several key defining characteristics, including: • Proven. The Company’s NPM technology leverages existing light water nuclear reactor technology and conventional low-enriched uranium fuel supply that have been operating globally for over 60 years. • Simple.
Our NPMs are designed with fully passive safety systems and are kept safe in a cooling condition for an unlimited time following any extreme event that renders a power plant without external power.
Safety Case NuScale’s design innovations have allowed for several industry-first and best-in-class safety attributes. • Unlimited “coping period.” The NPMs are designed with fully passive safety systems and are kept safe in a cooling condition for an unlimited time following any extreme event that renders a power plant without external power.
Initially, we are focused on replacing carbon intensive coal-fired power plants and as an alternative to new-build gas-fired generation. Additionally, we are focused on our ENTRA1 partnership positioning their ENTRA1 Energy Plants™ with NuScale SMRs inside to hyperscalers, technology, industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities.
Additionally, we are focused on the Company’s ENTRA1 partnership positioning their ENTRA1 Energy Plants™ with NuScale SMRs inside to hyperscalers and technology, industrial and micro-grid companies in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities. International Customer Development.
We believe our competitive cost coupled with our differentiated capabilities gives us a significant competitive advantage over other technologies. Visionary Management Team. We have an experienced and passionate team of leaders and innovators who have developed the technology over the years and run the operations of the business today with extensive commercial and energy industry experience.
We have an experienced and passionate team of leaders and innovators who have developed the technology over the years and run the operations of the business today with extensive commercial and energy industry experience.
SMRs can more easily match customer needs while avoiding surplus capacity. Modularity results in splitting power plant development between the factory and the field, reducing the schedule risk that has impacted large reactor construction projects. The NuScale modular design has the benefit to customers of being right-sizable upon construction and scalable over time. • Smaller Footprint .
SMRs can more easily match customer needs while avoiding surplus capacity. The modular nature of the SMR design allows for design flexibility, producing operational and serviceability advantages over other technologies. Modularity results in splitting power plant development between the factory and the field, reducing the schedule risk that has impacted large reactor construction projects.
Long-lead items for the first six NPM upper reactor vessels, including forgings, tubing, tube bending machines, and weld materials have been received at the manufacturing site at Doosan Heavy Industries and Construction Company, Ltd., the Company’s manufacturing partner.
We have placed orders for Long-lead items for the first twelve NPM upper reactor vessels, including forgings, tubing, tube bending machines and weld materials with Doosan Enerbility Co., Ltd, the Company’s manufacturing partner. Manufacturing of long-lead materials forgings has progressed at the manufacturing site at Doosan Enerbility Co., Ltd.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRegulatory risk factors associated with our business also include: • our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications; • regulatory delays, delays imposed as a result of regulatory inspections, and changing regulatory requirements, may cause a delay in our ability to fulfill our existing or future orders, or cause planned plants to not be completed at all, many of which may be out of our control, including natural disasters, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule plant construction, which could have an adverse impact on our business and financial condition; and 28 • challenges as a result of regulatory processes or in NuScale’s ability to secure the necessary permissions to establish these plant sites could delay our ability to achieve our target build rate and could adversely affect our business.
Biggest changeSuch laws and regulations may, among other things; • require NuScale to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications; • require NuScale to pause sales or modify products; • lead to regulatory delays as a result of regulatory inspections, and changing regulatory requirements, which may impact our ability to fulfill our existing or future orders, or cause planned plants to not be completed on anticipated timelines or at all; • give rise to liability such as fines and penalties, property damage, bodily injury, and cleanup costs; and • impact our ability to secure the necessary permissions to establish plant sites, which could delay our ability to achieve our target build rate and could adversely affect our business.
If delays like this recur, if our remediation measures and process changes are not successful, if we fail to find a satisfactory manufacturer or if we experience issues with planned manufacturing activities or design and safety, we could experience issues or delays in sustaining or further increasing production and sales of NPMs.
If delays like this recur, if our remediation measures and process changes are not successful, if we fail to find a satisfactory manufacturer or if we experience issues with planned manufacturing activities or design and safety, we could experience further issues or delays in sustaining or further increasing production and sales of NPMs.
As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected or at all; even if we do, we may not be able to maintain or increase profitability.
As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected or at all and, even if we do, we may not be able to maintain or increase profitability.
Moreover, the Tax Receivable Agreement provides that, in certain events, including a change of control, breach of a material obligation under the Tax Receivable Agreement, or NuScale Corp exercise of early termination rights, NuScale Corp obligations under the Tax Receivable Agreement will accelerate and NuScale Corp will be required to make a lump-sum cash payment to the Legacy NuScale Equityholders party to the Tax Receivable Agreement equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to NuScale Corp future taxable income.
Moreover, the Tax Receivable Agreement provides that, in certain events, including a change of control, breach of a material obligation under the Tax Receivable Agreement, or NuScale Corp exercise of early termination rights, NuScale Corp’s obligations under the Tax Receivable Agreement will accelerate and NuScale Corp will be required to make a lump-sum cash payment to the Legacy NuScale Equityholders party to the Tax Receivable Agreement equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to NuScale Corp future taxable income.
If NuScale LLC were determined to be treated as a “publicly traded partnership” (and taxable as a corporation) for United States federal income tax purposes, it would be taxable on its income at the United States federal income tax rates applicable to corporations and distributions by NuScale LLC to its partners (including NuScale Corp) could be taxable as dividends to such partners to the extent of the earnings and profits of NuScale LLC.
If NuScale LLC were determined to be treated as a “publicly traded partnership” (and taxable as a corporation) for United States federal income tax purposes, it would be taxable on its income at the United States federal income tax rates applicable to corporations and distributions by NuScale LLC to its partners (including 16 NuScale Corp) could be taxable as dividends to such partners to the extent of the earnings and profits of NuScale LLC.
To the extent that NuScale Corp is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a 20 material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement.
To the extent that NuScale Corp is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement.
In addition, these competitors may have access to greater government or other funding to develop and commercialize their SMRs than we do. Any delays in the development and manufacture of NPMs and related technology may adversely impact our business and financial condition.
In addition, these competitors may have access to greater government or other funding to develop and commercialize their SMRs than we do. Any issues or delays in the development and manufacture of NPMs and related technology may adversely impact our business and financial condition.
The scope of a patent claim is generally determined by an interpretation of the law, the written disclosure in a patent, and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending 26 application may be incorrect or not accepted by a court of competent jurisdiction.
The scope of a patent claim is generally determined by an interpretation of the law, the written disclosure in a patent, and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect or not accepted by a court of competent jurisdiction.
Updating the design, construction, and operations of NuScale SMR-based plants will be necessary to their competitiveness and attractiveness in the market, particularly in the United States where the price of power is generally lower than in other countries.
Additionally, updating the design, construction, and operations of NuScale SMR-based plants will be necessary to their competitiveness and attractiveness in the market, particularly in the United States where the price of power is generally lower than in other countries.
The price of shares of Class A common stock may fluctuate due to a variety of factors, including: • changes in the industries in which we and our customers operate; • variations in our operating performance and the performance of our competitors in general; • material and adverse impacts of pandemics such as COVID-19, on the markets and the broader global economy; • actual or anticipated fluctuations in our quarterly or annual operating results; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; • additions and departures of key personnel; • changes in laws and regulations affecting our business or industry; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • publication of research reports by securities analysts about us, our competitors or our industry; 30 • sales of shares of Class A common stock by our stockholders, including those who purchased shares of Class A common stock in private placements in connection with the Merger, or sales by us under our “at the market” offering arrangement described below; and • general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.
The price of shares of Class A common stock may fluctuate due to a variety of factors, including: • changes in the industries in which we and our customers operate; • variations in our operating performance and the performance of our competitors in general; • material and adverse impacts of pandemics on the markets and the broader global economy; • actual or anticipated fluctuations in our quarterly or annual operating results; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; • additions and departures of key personnel; • changes in laws and regulations affecting our business or industry; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • publication of research reports by securities analysts about us, our competitors or our industry; • sales of shares of Class A common stock by our stockholders, including those who purchased shares of Class A common stock in private placements in connection with the Merger, or sales by us under our “at the market” offering arrangement described below; and 27 • general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.
Our commercialization strategy relies heavily on our relationship 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.
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 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.
We granted Fluor 20 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.
We cannot guarantee that any of our patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough because there may be hundreds of thousands of relevant patents worldwide.
We cannot guarantee that any of our patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough because there may be hundreds of thousands 24 of relevant patents worldwide.
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, and JGC Holdings Corporation, an affiliate of Japan NuScale Innovation, LLC, related to the 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.
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.
Any payments made by NuScale Corp under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to NuScale Corp.
Any payments made by NuScale Corp under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been 17 available to NuScale Corp.
These measures prevent third parties from using, practicing, selling, 25 manufacturing or otherwise commercially exploiting our NPMs and related technologies, which would erode our competitive position in our market.
These measures prevent third parties from using, practicing, selling, manufacturing or otherwise commercially exploiting our NPMs and related technologies, which would erode our competitive position in our market.
Risks Related to Our Structure and Governance NuScale Corp is a holding company and its only material asset is its interest in NuScale LLC, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends and fees associated with being a public company such as director retainers, NYSE and other regulatory filings.
Risks Related to Our Structure and Tax Matters NuScale Corp is a holding company and its only material asset is its interest in NuScale LLC, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends and fees associated with being a public company such as director retainers, NYSE and other regulatory filings.
Although their SMR designs have not been approved by the NRC or in any jurisdiction outside of their native countries, those competitors may have a competitive advantage if they are able to obtain approval comparable to the NRC’s SDA, or if they can otherwise demonstrate to potential customers the value and benefits of their SMRs, particularly in jurisdictions that have less stringent regulatory requirements.
Although their SMR designs have not been approved by the NRC or in any jurisdiction outside of their respective countries, those competitors may have a competitive advantage if they are able to obtain approval comparable to the NRC’s SDA, or if they can otherwise demonstrate to potential customers the value and benefits of their SMRs, particularly in jurisdictions that have less stringent regulatory requirements.
Similarly, if we were unable to secure export authorization, we may need to implement design changes to our NPM to address issues with our domestic supplier chain, which may increase costs or result in delays in delivery of new plants and subsequent additional NPMs when ordered.
Similarly, if we were unable to secure export authorization, we may need to implement design changes to our NPM to address issues with our domestic supply chain, which may increase costs or result in delays in delivery of new plants and subsequent additional NPMs if and when ordered.
Short selling reports may potentially lead to increased volatility in an issuer’s stock price and to regulatory and governmental inquiries. In July 2024, October and November 2023, short sellers published reports that contained certain 32 negative and false allegations regarding our business and financial prospects.
Short selling reports may potentially lead to increased volatility in an issuer’s stock price and to regulatory and governmental inquiries. In December 2024, July 2024 and, October and November 2023, short sellers published reports that contained certain negative and false allegations regarding our business and financial prospects.
We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, production and delivery of NPMs and related technology that could prevent us from delivering NPMs in 2028 or beyond.
We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, production and delivery of NPMs and related technology that could prevent us from delivering NPMs in 2031 or beyond.
Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our power modules or as a result of questions regarding co-ownership of potential joint inventions.
Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our NPMs or as a result of questions regarding co-ownership of potential joint inventions.
We will be subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in and duties imposed by various jurisdictions, including the United States, may be subject to change.
We are subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in and duties imposed by various jurisdictions, including the United States, may be subject to change.
For example, if we were unable to obtain or maintain our licenses to export certain nuclear hardware, we would be effectively prohibited from exporting our SMR technology in non-United States locations, which would limit the number of customers to those in the United States.
For example, if we were unable to obtain or maintain our licenses to export certain nuclear hardware, we would be effectively prohibited from exporting our SMR technology in non-United States locations, which would limit our number of potential customers.
If a significant breach were to occur, our reputation could be negatively affected, customer confidence in us or others in the industry could be diminished, or we could be subject to legal claims, loss of revenues, increased costs or operations shutdown.
If a significant breach were to occur, our reputation could be negatively affected, customer confidence in us could be diminished, or we could be subject to legal claims, loss of revenues, increased costs or operations shutdown.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with NuScale or any of its directors, officers or other employees, which may discourage lawsuits with respect to such claims.
These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with NuScale or any of its directors, officers or other employees, which may discourage lawsuits with respect to such claims.
In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits NuScale Corp realizes. Payments under the Tax Receivable Agreement will be based on the tax reporting positions that NuScale Corp determines, and the U.S.
Payments under the Tax Receivable Agreement may exceed the actual tax benefits NuScale Corp realizes. Payments under the Tax Receivable Agreement will be based on the tax reporting positions that NuScale Corp determines, and the U.S.
Additionally, to the extent that NuScale Corp needs funds and NuScale LLC is restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or NuScale LLC is otherwise unable to provide such funds, it could materially adversely affect NuScale Corp’s liquidity and financial condition.
Additionally, to the extent that NuScale Corp needs funds and NuScale LLC is restricted from making such distributions under applicable law or regulation, in order to satisfy certain obligations, under the terms of any financing arrangements, or is otherwise unable to provide such funds, it could materially adversely affect NuScale Corp’s liquidity and financial condition.
Such matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability or require us to change our business practices.
These lawsuits and other matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability or require us to change our business practices.
Any such payments to TRA Holders will reduce the cash provided by the tax savings generated from future exchanges that would otherwise have been available to NuScale Corp for other uses, including reinvestment or dividends to Class A stockholders. Cash tax savings from the remaining 15% of the tax benefits will be retained by NuScale Corp.
Any such payments to TRA Holders will reduce the cash provided by the tax savings generated from future exchanges that would otherwise have been available to NuScale Corp for other uses, including reinvestment or dividends to Class A stockholders.
The number of shares that are sold by a sales agent after we deliver a placement notice will fluctuate based on the market price of the Class A common stock during the sales period and limits we set.
The number of shares that are sold by a sales agent in our “at-the-market” offerings after we deliver a placement notice will fluctuate based on the market price of the Class A common stock during the sales period and limits we set.
The risk of these system-related events and cybersecurity breaches occurring continues to intensify, and while we have not directly experienced a material breach or disruption to our network or information systems or our operations to-date, such cyberattacks continue to increase in sophistication and frequency, and we may be unable to prevent all such cyberattacks in the future.
The risk of these system-related events and cybersecurity breaches occurring continues to intensify, and while we have not experienced a material breach cybersecurity incident or disruption to our network, information systems or operations to-date, such cyberattacks continue and we may be unable to prevent a material cyberattack in the future.
If a court were to find the choice of forum provision contained in the Organizational Documents to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition. The price of shares of Class A common stock may be volatile.
If a court were to find these exclusive forum provisions to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition. The price of shares of Class A common stock may be volatile.
If accidents similar to the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous and customer demand for our NPMs could suffer, which could materially and adversely affect our business and operations.
If accidents similar to the Three Mile Island, Chernobyl, or Fukushima disasters or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous and customer demand for our NPMs could decline substantially, which could materially and adversely affect our business and operations.
An adverse resolution by one or more taxing authorities could have a material impact on our finances. Further, we may be unable to utilize any net operating losses in the event a change in control is determined to have occurred. 29 We may become involved in litigation that may materially adversely affect us.
An adverse resolution by one or more taxing authorities could have a material impact on our finances. Further, we may be unable to utilize any net operating losses in the event a change in control is determined to have occurred.
Our design is only approved in the United States, and we must obtain approvals on a country-by-country basis before we can complete the sale of our products abroad, which approvals may be delayed or denied or which may require modification to our design. Our SMR design has not received regulatory approval in any country except the United States.
Risks Related to NuScale’s Regulatory Environment Our design is only approved in the United States, and we must obtain approvals on a country-by-country basis before we can complete the sale of our products abroad, which approvals may be delayed or denied or which may require modification to our design.
Such restrictions are designed to comply with certain safe harbors provided for under applicable United States federal income tax law. NuScale Corp may also impose additional restrictions on exchanges that it determines to be necessary or advisable so that NuScale LLC is not treated as a “publicly traded partnership” for United States federal income tax purposes.
Although such exchanges could be treated as trading in the interests of NuScale LLC for purposes of testing “publicly traded partnership” status, the A&R NuScale LLC Agreement contains restrictions on redemptions and exchanges of interests in NuScale LLC, which are designed to comply with certain safe harbors provided for under applicable United States federal income tax law, and NuScale Corp may also impose additional restrictions on exchanges that it determines to be necessary or advisable so that NuScale LLC is not treated as a “publicly traded partnership” for United States federal income tax purposes.
These market and industry factors may materially reduce the market price of shares of Class A common stock regardless of our operating performance. A significant portion of our total outstanding shares may be sold into the market.
These market and industry factors may materially reduce the market price of shares of Class A common stock regardless of our operating performance.
If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be required to delay, scale back or terminate some or all of our research and development programs.
Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our existing stockholders. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be required to delay, scale back or terminate some or all of our research and development programs.
We are currently named in a number of purported class action lawsuits (see “Legal Proceedings”), and from time to time, we may become involved in various legal proceedings relating to other matters, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings.
See “Legal Proceedings”. 29 In addition to this lawsuit, from time to time, we may become involved in various legal proceedings relating to other matters, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings.
Any delays experienced by our customers in siting a power plant using our products and services could materially and adversely affect our business. Our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.
The regulatory framework to obtain approvals is complex and varies from country to country. Any delays experienced by our customers in siting a power plant using our products and services could materially and adversely affect our business. 25 We and our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.
As part of a shelf registration on a Form S-3 (Commission File No. 333-272342), NuScale may offer Class A common stock, debt securities, warrants, and/or units consisting of some or all of the securities in any combination, the aggregate offering price of securities of which must not exceed $500,000,000.
We also have a shelf registration on a Form S-3 (Commission File No. 333-272342), which allows NuScale to offer Class A common stock, debt securities, warrants, and/or units consisting of some or all of the securities in any combination with an aggregate offering price of securities of $500 million.
We rely heavily upon our relationship with Fluor, the largest stockholder in NuScale, and our relationships with other of our investors and strategic partners, including ENTRA1, to commercialize our NPM and our other products and services.
We rely heavily upon our relationship with ENTRA1 to commercialize our NPMs and our other products and services, as well as our relationships with Fluor, our largest stockholder, and other investors and strategic partners.
First, procuring patent rights in multiple jurisdictions would be cost prohibitive because individual patent offices in different jurisdictions will have to examine each patent application separately. Therefore, costs such as examination fees, translation fees and attorney fees are considered.
Filing, prosecuting and defending patents on our NPMs internationally can pose several challenges. First, procuring patent rights in multiple jurisdictions could be cost prohibitive because individual patent offices in different jurisdictions will have to examine each patent application separately. Therefore, costs such as examination fees, translation fees and attorney fees are considered.
Although NuScale’s business is to design and sell technology rather than to construct and own or operate power plants, we must design our technology so it complies with such laws and regulations.
Although NuScale’s business is to design and sell technology rather than to construct and own or operate power plants, we must design our technology so it complies with such laws and regulations, which could require us to incur additional costs and expenses or redesign our technology in order to comply with such laws and regulations.
Furthermore, NuScale Corp’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.
Furthermore, NuScale Corp’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate .
General Risk Factors Any future widespread public health crises, similar to COVID-19, could negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, and result in reduced demand for our products and services.
General Risks Related to Our Company A future widespread public health crises could negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, procure equipment and services from our supplier and result in reduced demand for our products and services.
An entity that would otherwise be classified as a partnership for United States federal 19 income tax purposes will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof.
An entity will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof.
Additionally, even if we obtain a patent registration in one jurisdiction (e.g., the United States), we cannot guarantee that we will obtain a patent registration for the same or related patent application in another jurisdiction (e.g., China) as patent laws differ from jurisdiction to jurisdiction.
Even if we obtain patent registration in one country (e.g., the United States), we cannot guarantee that we will obtain a patent registration or protection for the same or related patent application in another country (e.g., China) as patent laws differ from jurisdiction to jurisdiction. Accordingly, we may not be able to protect our intellectual property rights in certain jurisdictions.
We also incur additional costs associated with operating as a public company. Certain costs are not reasonably estimable at this time, and our projections anticipate certain customer-sourced income that is not guaranteed. We may seek to raise capital through private or public equity or debt financings or through other sources of financing.
Certain costs are not reasonably estimable at this time, and our projections anticipate certain customer-sourced income that is not guaranteed. We have in the past and will likely continue to seek to raise capital through private or public equity or debt financings or through other sources of financing.
Like other businesses, we face cybersecurity risks. Threat sources continue to seek to exploit potential vulnerabilities. These cyberattacks are becoming increasingly sophisticated and dynamic. We expect these cyberattacks to continue to occur in the future and we are constantly managing efforts to infiltrate and compromise our information technology systems and data.
Threat sources continue to seek to exploit potential vulnerabilities. These cyberattacks are becoming increasingly sophisticated and dynamic, including as a result of artificial intelligence and machine learning capabilities. We expect these cyberattacks to continue to occur in the future and we are constantly managing efforts to infiltrate and compromise our information technology systems and data.
If we are not able to achieve and maintain cost-competitiveness in the United States or elsewhere, our business could be materially and adversely affected. If manufacturing and construction issues are not identified prior to design finalization, long-lead procurement, and/or module fabrication, then those issues will be realized during production, fabrication or construction and may impact plant deployment cost and schedule.
If manufacturing and construction issues are not identified prior to design finalization, long-lead procurement, and/or module fabrication, then those issues will be realized during production, fabrication or construction and may impact plant deployment cost and schedule.
Competitors in China and Russia currently operate commercial SMRs and may have advantages in marketing their SMRs to potential customers. 21 Competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries.
Competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries.
Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business and financial condition. 22 The cost of electricity generated from nuclear sources or our NPMs may not be cost competitive with future electricity generation sources in some markets, which could materially and adversely affect our business.
Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business and financial condition.
If our operations grow as planned, we may need to expand our sales and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale the business and the manufacture of NPMs as planned, as there is no guarantee that we will be able to find suitable locations or partners for the expanded manufacture and operation of our NPMs or to broaden our internal capabilities. 23 Any failure to effectively incorporate updates to the design, construction and operations of NuScale SMR-based plants to ensure cost competitiveness could reduce the marketability of the NuScale design and has the potential to impact deployment schedules.
If our operations grow as planned, we may need to expand our sales and marketing, research and development, and our supply and manufacturing functions, and there is no guarantee that we will be able to scale the business and the 21 manufacture of NPMs as planned, as there is no guarantee that we will be able to find suitable locations or partners for the expanded manufacture and operation of our NPMs or to broaden our internal capabilities.
We have not yet delivered NPMs to customers and none of our flagship plants, have been permitted or are under construction, and it is difficult for us to predict our future operating results.
We have incurred significant losses since our inception well beyond the support we have received through cost-sharing awards from the DOE. We have not yet delivered NPMs to customers and none of our flagship plants have been permitted or are under construction, and it is difficult for us to predict our future operating results.
The success of our business will depend on our ability to successfully deliver NPMs to customers on-time and on-budget at guaranteed performance levels, which would tend to establish greater confidence in our subsequent customers. This means manufacturing all components to specification (satisfying quality inspection criteria) and delivering those components to the RoPower site on schedule and without delay or incident.
The success of our business depends on our ability to successfully deliver NPMs to customers on-time and on-budget at guaranteed performance levels. This means manufacturing all components to specification (satisfying quality inspection criteria) and delivering those components to the customer site, on schedule and without delay or incident. There is no guarantee that our planned NPM deployments will be successful.
We have not yet delivered NPMs to customers, and any setbacks we may experience during our first commercial delivery and other demonstration and commercial missions could have a material adverse effect on our business, financial condition and results of operation, and could harm our reputation.
If we are not able to achieve and maintain cost-competitiveness in the United States or elsewhere, our deployment schedule, marketability and business could be materially and adversely affected We have not yet delivered NPMs to customers, and any setbacks we may experience during our first commercial delivery and other demonstration and commercial missions could have a material adverse effect on our business, financial condition, results of operation, and reputation.
Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline.
Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could also decline.
We expect we will require additional future funding. To date, we have not generated any material revenue, while we have substantial overhead expenses.
We expect we will require additional future funding to fund operations and commercialization, and such financing may not be available on acceptable terms. To date, we have not generated any material revenue, while we have substantial overhead expenses.
Each country has its own safety approval that we must obtain before we can sell or install our NPMs abroad. Foreign approval processes may differ materially from the NRC process, and approvals may be denied or delayed in foreign countries, or some countries may require that we alter our design before obtaining approval.
Foreign approval processes may differ materially from the NRC process, and approvals may be denied or delayed in foreign countries, or some countries may require that we alter our design before obtaining approval. Denial or delay in approvals abroad could materially and adversely affect our business.
The lead time to build a nuclear power facility is long and requires site licensing and approvals from applicable regulatory agencies before a plant can be constructed. The regulatory framework to obtain approvals is complex and varies from country to country.
Our customers must obtain additional regulatory approvals before they construct power plants using our NPMs, and approvals may be denied or delayed. The lead time to build a nuclear power facility is long and requires site licensing and approvals from applicable regulatory agencies before a plant can be constructed.
There is no guarantee that our planned NPM deployments will be successful. There can be no assurance that we will not experience operational or process failures and other problems during our first commercial deployment or any planned deployment thereafter.
There can be no assurance that we will not experience operational or process failures and other problems during our first commercial deployment or any planned deployment thereafter. Any failures or setbacks, particularly on our first commercial deployments, could harm our reputation and have a material adverse effect on our business and financial condition.
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, or developing NuScale SMRs. This could substantially hinder our ability to expand our production capacity and installation of NuScale power plants and could affect our business and our prospects.
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.
As a result, if we are unable to continue as a going concern, the value of our intellectual property, including in liquidation, may be difficult to assess. Our ability to protect our patents and other proprietary rights may be challenged and is not guaranteed, exposing us to the possible loss of competitive advantage.
Risks Related to NuScale’s Intellectual Property 23 Our ability to protect our patents and other proprietary rights may be challenged and is not guaranteed, exposing us to the possible loss of competitive advantage.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A common stock. Securities research analysts may establish and publish their own periodic projections for NuScale Corp. These projections may vary widely and may not accurately predict the results we actually achieve.
Securities research analysts may establish and publish their own periodic projections for NuScale. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts.
Any failures or setbacks, particularly on our first commercial deployments, could harm our reputation and have a material adverse effect on our business and financial condition. Any actual or perceived safety or reliability issues may result in significant reputational harm to our businesses, in addition to legal liability and other costs that may arise.
Any actual or perceived safety or reliability issues may result in significant reputational harm to our businesses, in addition to legal liability and other costs that may arise. Such issues could result in delaying or cancelling planned deployments of NPMs, increased regulation, or other adverse systemic consequences.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Regulatory Risk Factors Our SDA applications may not be approved, and any rework necessary to address NRC concerns could significantly delay the commercialization of our products.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
In addition, new or updated security regulations or unforeseen threat sources could require changes in current measures taken by us or our business operations and could adversely affect our consolidated financial statements. Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.
In addition, new or updated security regulations or unforeseen threat sources could require changes in current measures taken by us or our business operations and could adversely affect our consolidated financial statements. We may become involved in litigation that may materially adversely affect us. We are currently named in a purported class action lawsuit filed in the U.S.
Although we instituted the Plan in January 2024 to reduce our cost base and focus resources on key strategic areas, in the long term we expect our expenses and capital expenditures to increase in connection with our ongoing activities, including developing and advancing our SMR and other products and services, obtaining further NRC design certifications of and SDAs for our SMR and completing our manufacturing preparation and trials.
We expect our expenses and capital expenditures to increase in connection with our ongoing activities, including developing and advancing our SMR and other products and services, obtaining further NRC design certifications of our SMR and completing our manufacturing preparation and trials. We also incur additional costs associated with operating as a public company.
NuScale Options will become exercisable for shares of Class A common stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. 31 Outstanding options exercisable in exchange for an aggregate of 6,365,141 shares of Class A common stock (“NuScale Options”) are or will become exercisable in accordance with the terms of the Fourth Amended and Restated 2011 Equity Incentive Plan of NuScale LLC.
We have in the past and may continue to sell shares through “at-the-market” offerings and equity incentives plans and there are outstanding options that are or will become exercisable for an aggregate of 6,365,141 shares of Class A common stock in accordance with the terms of the Fourth Amended and Restated 2011 Equity Incentive Plan of NuScale LLC.
Risks Related to NuScale’s Business and Industry Commercialization Risk Factors We have not yet commercialized or sold NPMs, and a number of factors could prevent, delay or hinder commercialization. We have not yet entered into a binding contract with a customer to deliver NPMs, and there is no guarantee that we will be able to do so.
Risks Related to NuScale’s Business and Industry We have not yet entered into a binding contract with a customer to deliver NPMs, and there is no guarantee that we will be able to do so. 18 The planned initial deployment of our NPM is subject to (i) NuScale reaching a binding agreement for its scope of supply with RoPower Nuclear S.A.
Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States. Inflation may also increase the cost of our NPMs to a point where the levelized cost of electricity (“LCOE”) generated from a NuScale SMR-based plant is not competitive with the alternatives.
Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States.
However, stockholders will not be deemed to have waived NuScale Corp’s compliance with the federal securities laws and the rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, or the Securities Act.
These exclusive forum provisions will not relieve NuScale of its duties to comply with the federal securities laws and the rules and regulations thereunder and, accordingly, actions by its stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal courts.
The United States may decide to reduce or eliminate these economic incentives or curtail legislative programs supportive of nuclear energy technologies for political, financial or other reasons. Any reductions in, or eliminations of, government subsidies, economic incentives or favorable legislative programs could reduce demand for our products and adversely affect our business prospects and results of operations.
In the United States, the Inflation Reduction Act of 2022 provides production tax credits for advanced reactors and small modular reactors. The United States may decide to reduce or eliminate these economic incentives or curtail legislative programs supportive of nuclear energy technologies for political, financial or other reasons.
The market for SMRs generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected. The market for SMRs has not yet been established.
Any reductions in, or eliminations of, government subsidies, economic incentives or favorable legislative programs could reduce demand for our products and adversely affect our business prospects and results of operations. The market for SMRs generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected.
Such issues could result in delaying or cancelling planned deployments of NPMs, increased regulation, or other adverse systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents or mechanical failures could have a material adverse effect on our business and financial condition.
Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents or mechanical failures could have a material adverse effect on our business and financial condition. 19 We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.
If NuScale does not enter into binding agreements with RoPower or Fluor, initial deployment of our NPM, power plants, and ongoing services could be significantly delayed, which could have a material adverse effect on our business and financial condition.
If neither of these scenarios are executed, initial deployment of our NPM, power plants, and ongoing services could be significantly delayed, which could have a material adverse effect on our business and financial condition. Discussions are under way with other potential NuScale customers, but NuScale has yet to secure an NPM order from them.
Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business.
Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business. NuScale is subject to new or changing international, federal, state, and local regulations, including laws relating to the design, development, manufacturing, marketing, servicing, or sales of our nuclear-fuel related products.
Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.
Because litigation is inherently unpredictable, we cannot assure you that the results of any such action will not have a material adverse effect on our business. Item 1B. Unresolved Staff Comments None

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity related risks are included in the risk universe that the ERM function evaluates to assess top risks to the enterprise on an annual basis. To the extent the ERM process identifies a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion.
Biggest changeItem 1C. Cybersecurity Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management (“ERM”) process. Cybersecurity related risks are included in the risk universe that the ERM function evaluates to assess top risks to the enterprise on an annual basis.
In addition to following DOE and NRC guidance and implementing pre-existing third party frameworks, we have developed our own practices, which we believe enhance our ability to identify and manage cybersecurity risks. Third parties also play a role in our cybersecurity.
In addition to 30 following DOE and NRC guidance and implementing pre-existing third-party frameworks, we have developed our own practices, which we believe enhance our ability to identify and manage cybersecurity risks. Third parties also play a role in our cybersecurity.
Item 1C. Cybersecurity The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives.
The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives.
Senior leadership, including our Chief Compliance Officer and Vice President, Information Technology (“IT”), regularly brief the Board of Directors on our cybersecurity and 33 information security posture and the Board of Directors is apprised of any cybersecurity incidents deemed to have a moderate or higher business impact.
Senior leadership, including our Chief Compliance Officer and Vice President, Information Technology (“IT”), regularly brief the Board of Directors on our cybersecurity and information security posture and the Board of Directors is apprised of any cybersecurity incidents with the potential to have a material impact.
These evaluations include testing both the design and operational effectiveness of security controls. We also share and receive threat intelligence with our nuclear design and construction partners, government agencies, information sharing and analysis centers and cybersecurity associations. Assessing, identifying and managing cybersecurity related risks are integrated into our overall enterprise risk management (“ERM”) process.
These evaluations include testing both the design and operational effectiveness of security controls. We also share and receive threat intelligence with our nuclear design and construction partners, government agencies, information sharing and analysis centers and cybersecurity associations as needed.
The corporate information security organization has implemented a governance structure and processes to assess, identify, manage and report cybersecurity risks. For the current reporting period, there have been no incidents that have materially affected or are reasonably likely to materially affect NuScale, including its business strategy, results of operations or financial condition.
For the current reporting period, there have been no incidents that have materially affected or are reasonably likely to materially affect NuScale, including its business strategy, results of operations or financial condition.
While NuScale Power maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.
Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While NuScale Power maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.
We assess third party cybersecurity controls through a cybersecurity questionnaire and include security and privacy addendums to our contracts where applicable. We also contractually flow cybersecurity regulatory requirements to our subcontractors as required by government agency-specific requirements. These contractual flow downs include the requirement that our subcontractors implement certain security controls.
We also contractually flow cybersecurity regulatory requirements to our subcontractors as required by government agency-specific requirements. These contractual flow downs include the requirement that our subcontractors implement certain security controls. We also require that our subcontractors report cybersecurity incidents to us so that we can assess the impact of the incident on us.
We also require that our subcontractors report cybersecurity incidents to us so that we can assess the impact of the incident on us. For select suppliers, we engage third-party cybersecurity monitoring and alerting services, and seek to work directly with those suppliers to address potential deficiencies identified.
For select suppliers, we engage third-party cybersecurity monitoring and alerting services, and seek to work directly with those suppliers to address potential deficiencies identified. We also make available cybersecurity education and awareness materials and briefings to our suppliers, as necessary.
The ERM process’s annual risk assessment is presented by the Senior Director, Treasury, SOX, ERM and ESG to the Board of Directors. We rely heavily on our supply chain to deliver our products and services to our customers, and a cybersecurity incident at a supplier, subcontractor or joint venture partner could materially adversely impact us.
We rely heavily on our supply chain to deliver our products and services to our customers, and a cybersecurity incident at a supplier, subcontractor or joint venture partner could materially adversely impact us. We assess third party cybersecurity controls through a cybersecurity questionnaire and include security and privacy addendums to our contracts where applicable.
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We also make available cybersecurity education and awareness materials and briefings to our suppliers, as necessary. Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
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To the extent the ERM process identifies a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion. The ERM process’ annual risk assessment is presented by the Senior Director, Internal Audit to the Board of Directors.
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NuScale employs a managed detection and response (“MDR”) platform to continuously monitor for anomalous activity, enabling rapid detection and automated containment of potential threats. Upon detection of an event, the Managed Security Provider (“MSP”) conducts an initial review.
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Events classified as high or critical trigger immediate notifications to both the MSP and the NuScale information security team and are then tracked by management to resolution. The MDR platform also generates forensic data to facilitate root cause analysis and inform continuous improvement of security controls.
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NuScale’s incident response playbook coordinates a multi-departmental approach to ensure appropriate timely notification to the Board of Directors, cybersecurity insurance providers, and third parties as required by affected legal jurisdictions and their respective reporting requirements. The corporate information security organization has implemented a governance structure and processes to assess, identify, manage and report cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe Rockville office, a 1,973 square foot leased property, has been a key enabler for the NuScale strategy of early, frequent, and responsive interaction with the NRC. On January 18, 2024, a fire broke out in the building housing the Company’s Portland, Oregon office, which destroyed the Company’s office. The cause of the fire remains under investigation.
Biggest changeThe Rockville office, a 2,014 square foot leased property, has been a key enabler for the NuScale strategy of early, frequent, and responsive interaction with the NRC.
Technical and related support activities such as engineering, design, operations, testing, code development, quality assurance, licensing and project management are performed at this facility. 34 Our full-scale reactor control room simulator and computational computing cluster are also located at this facility.
Technical and related support activities such as engineering, design, operations, testing, code development, quality assurance, licensing and project management are performed at this facility. Our full-scale reactor control room simulator and computational computing cluster are also located at this facility.
NuScale personnel use the computational cluster in a secure data center to perform structural, thermal hydraulic, fluid dynamics and neutronics calculations. We believe the location of our Corvallis facilities provides us with unique access to the technical expertise found in Oregon State University, one of the largest nuclear engineering programs on the west coast.
NuScale personnel use the computational cluster in a secure data center to perform structural, thermal hydraulic, fluid dynamics and neutronics calculations. We believe the location of our Corvallis facilities provides us with unique access to the technical expertise found in OSU, one of the largest nuclear engineering programs on the west coast.
Item 2. Properties Our executive offices and our engineering and design center is located in 1100 Circle Blvd, Suite 200 and 350, Corvallis, OR, 97330. This location houses 43 full-time and 106 hybrid employees, with capacity for 340, in approximately 55,000 square feet of office, computing, and storage space.
Item 2. Properties Our executive offices and our engineering and design center is located in 1100 Circle Blvd, Suite 350, Corvallis, OR, 97330. This location houses 146 hybrid employees, with capacity for 176, in approximately 29,203 square feet of office, computing, and storage space.
In addition, we lease properties in the following locations: • Houston, TX. The Houston office, a leased property with approximately 773 square feet, is used to support various members of the Finance team. • Rockville, MD.
In addition, we lease properties in the following locations: • Houston, TX. The Houston office, a leased property with approximately 2,368 square feet, houses approximately 30 office-based employees with capacity for 50 and includes activities such as Finance, Human Resources, Project Management and Operations and Information Technology teams. • Rockville, MD.
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No one was injured in the fire and no critical records were lost. The office was set up for temporary use with no employees using it full time; as a result, losses were limited to furniture, a copier and computer systems. The Company carries insurance that will cover these losses, which were not material.
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Executives and other employees previously using that office are working remotely or commuting to the Company’s Corvallis, Oregon, office as needed. The Company terminated the lease in the fourth quarter of 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. 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.
Biggest changeItem 3. 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. For a description of our material pending legal proceedings, see Legal Proceedings in Note 17 of the Notes to the Consolidated Financial Statements. Item 4. Mine Safety Disclosures None 31 Part II
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Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations. See “Item 1A. Risk Factors” above for further discussion of how certain risks, including risks related to litigation, may affect the Company.
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On September 19, 2022, thirteen purported members and/or option holders of NuScale LLC filed suit in the U.S. District Court for the District of Oregon against NuScale LLC, Fluor Enterprises, Japan NuScale Innovation, Inc., and Sargent & Lundy Holdings, LLC.
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The plaintiffs purport to represent a class of individuals who held common units or options to purchase common units in NuScale LLC and seek declaratory relief and damages based on breach of contract and other common law claims.
Removed
The claims in the complaint are based on amendments to the operating agreement of NuScale LLC in connection with NuScale LLC’s combination with Spring Valley Acquisition Corp. On November 21, 2022, NuScale LLC, along with the other defendants, filed motions to dismiss.
Removed
Plaintiffs filed a response on January 17, 2023, and NuScale LLC and the other defendants filed a reply on February 14, 2023. A hearing on the motions to dismiss was held on May 17, 2023. On August 3, 2023, the Magistrate Judge issued a report and recommendation that recommended that NuScale LLC’s motion to dismiss be denied.
Removed
On August 17, 2023, NuScale LLC filed an objection to this report and recommendation. On November 13, 2023, the District Court Judge entered an order accepting the report and recommendation. On December 8, 2023, plaintiffs filed a motion for leave to amend their complaint, and on June 23, 2024, the Court denied this motion.
Removed
Subsequent to year end, on February 13, 2025, the parties resolved the lawsuit and the complaint has been dismissed with prejudice. Multiple shareholder class action lawsuits were filed in the U.S.
Removed
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).
Removed
These lawsuits assert virtually identical allegations and claims and were consolidated before the same judge on February 2, 2024.
Removed
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.
Removed
The Court appointed a lead plaintiff and lead counsel, and plaintiffs filed an amended complaint on April 18, 2024 that makes similar allegations as the original complaints. Defendants’ filed a motion to dismiss on June 17, 2024, and plaintiff filed a brief in opposition on August 1, 2024.
Removed
Shortly thereafter, plaintiffs indicated they intended to seek leave to file a Second Amended Complaint to add allegations relating to the Company’s disclosure about the SEC inquiry disclosed below.
Removed
Defendants consented to plaintiffs’ request to amend, with the express caveat that defendants believed the proposed amendment to be futile and defendants would move to dismiss any Second Amended Complaint, including any new allegations. On September 20, 2024, plaintiffs filed the Second Amended Complaint, and on November 1, 2024, defendants moved to dismiss.
Removed
Plaintiffs’ responded to Defendants’ motion to dismiss on December 17, 2024, and Defendants’ filed a reply in support of their motion to dismiss on January 24, 2025. The motion is now pending and awaiting a decision.
Removed
While no assurance can be given as to the ultimate outcome of this matter, the Company does not believe it is probable that a loss will be incurred and the Company has not recorded any liability as a result of these actions. 35 On December 10, 2024, a purported class action lawsuit titled Tucker v.
Removed
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.
Removed
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, fees and damages for a to-be certified class of plaintiffs.
Removed
This lawsuit is in its early stages. In December 2023, the Company received a voluntary request from the SEC’s Denver Regional Office for information relating to its employment, severance, and confidentiality agreements. The Company has responded to those requests and intends to fully cooperate with the SEC.
Removed
The Company cannot predict the timing or outcome of the SEC’s investigation at this time. Item 4. Mine Safety Disclosures None 36 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+2 added−1 removed1 unchanged
Biggest changeThe closing price of a share of NuScale’s Class A common stock as of December 31, 2024, the last trading day of 2024, was $17.93 on the NYSE. Item 6. [Reserved]
Biggest changeThe closing price of a share of the Company’s Class A common stock as of December 31, 2025, the last trading day of 2025, was $14.17 on the NYSE. 32 Item 6. Reserved
Performance Graph The following graph shows changes over the period since the Transaction, May 2, 2022, through December 31, 2024, in the value of $100, invested in: (i) our Class A common shares; (ii) the Russell 3000 Index; and (iii) the peer group, which consists of publicly traded companies in the nuclear or energy transition industries comprised of Ballard Power Systems Inc., Bloom Energy Corporation, BWX Technologies, Inc., Enphase Energy, Inc., Enovix Corporation, FuelCell Energy, Inc., Plug Power Inc., Oklo Inc. and SolarEdge Technologies, Inc.
Performance Graph The following graph shows changes over the period since the Transaction, May 2, 2022, through December 31, 2025, in the value of $100, invested in: (i) our Class A common shares; (ii) the Russell 3000 Index; and (iii) the peer group, which consists of publicly traded companies in the nuclear or energy transition industries comprised of Ballard Power Systems Inc., Bloom Energy Corporation, BWX Technologies, Inc., Enphase Energy, Inc., Enovix Corporation, FuelCell Energy, Inc., Plug Power Inc., Oklo Inc. and SolarEdge Technologies, Inc.
Removed
As of February 28, 2025, we had 62,722 Class A shareowners of record and 57 Class B shareowners of record.
Added
As of February 10, 2026, we had 196 Class A shareowners of record and 41 Class B shareowners of record. Dividends We have never declared or paid, and do not anticipate declaring or paying in the foreseeable future, any cash dividends on our common stock.
Added
Future determination as to the declaration and payment of dividends, if any, will be at the discretion of our Board and will depend on then existing conditions, including our operating results, financial condition, contractual restrictions, capital requirements, business prospects and other factors that our Board may deem relevant.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

34 edited+49 added−38 removed14 unchanged
Biggest changeResults of Operations (in thousands) Year Ended December 31, 2024 2023 2022 Revenue 37,045 $ 22,810 $ 11,804 Cost of sales (4,937) (18,961) (7,317) Gross margin 32,108 3,849 4,487 Research and development expenses 46,817 156,050 127,662 General and administrative expenses 75,901 65,404 55,307 Other expenses 48,115 57,960 51,513 Loss from operations (138,725) (275,565) (229,995) Sponsored cost share 6,884 61,031 72,514 Change in fair value of warrant liabilities (222,999) 23,627 12,148 Interest income 8,388 10,792 3,760 Loss before income taxes (346,452) $ (180,115) $ (141,573) Foreign income taxes 1,935 $ — $ — Net loss (348,387) $ (180,115) $ (141,573) Comparison of the Years Ended December 31, 2024 and 2023 Revenue and Cost of Sales The increase in revenue was attributable to engineering and licensing fees and services in support of advancing RoPower’s goal of deploying a NuScale 6-module power plant in Romania. 40 R&D Expense R&D expenses decreased significantly during the 2024 fiscal year as the Company is transitioning from an R&D-based company to a commercial company.
Biggest changeNuScale 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. 35 Results of Operations Year Ended December 31, (in thousands) 2025 2024 2023 Revenue (2025 - $23,921; 2024 - $4,225; 2023 - $16,897 from related party) $ 31,479 $ 37,045 $ 22,810 Cost of sales (20,048) (4,937) (18,961) Gross margin 11,431 32,108 3,849 Research and development expenses 45,532 46,817 156,050 General and administrative expenses 609,825 75,901 65,404 Other expenses (2025 - $0; 2024 - $767; 2023 - $32,875 from related party) 45,645 48,115 57,960 Loss from operations (689,571) (138,725) (275,565) Sponsored cost share 149 6,884 61,031 Change in fair value of warrant liabilities — (222,999) 23,627 Investment income 25,302 8,388 10,792 Loss before income taxes (664,120) (346,452) (180,115) Foreign income taxes 342 1,935 — Net loss $ (664,462) $ (348,387) $ (180,115) Comparison of the Years Ended December 31, 2025 and 2024 Revenue The decrease in Revenue was primarily due to a reduction in revenue recognized from the RoPower technology license agreement (“TLA”) executed in 2024.
In addition, the Company did not incur any termination fees similar to the $49.8 million payment to CFPP associated with the Release Agreement made in the 2023 fiscal year. Cash Flows used in Investing Activities The majority of the Company’s investing cash flows result from the purchase and sale of short-term investments, with minimal capital expenditures annually.
In addition, the Company did not incur any termination fees similar to the $49.8 million payment to CFPP associated with the Release Agreement made in the 2023 fiscal year. Cash Flows used in Investing Activities 38 The majority of the Company’s investing cash flows result from the purchase and sale of short-term investments, with minimal capital expenditures annually.
We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our financial statements.
We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment 39 and (2) the use of different judgments, estimates and assumptions could have a material impact on our financial statements.
This account is identified as restricted cash in the amount of $5.1 million, on the accompanying consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at December 31, 2024.
This account is identified as Restricted cash in the amount of $5.1 million on the accompanying consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at December 31, 2025 and 2024.
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 $7.4 million.
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 7. 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 should be read together with our financial statements as of and for the years ended December 31, 2024, 2023 and 2022 together with related notes thereto.
Item 7. 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 should be read together with our financial statements as of and for the years ended December 31, 2025, 2024 and 2023 together with related notes thereto.
Recent Accounting Pronouncements Refer to Note 3 in the consolidated financial statements for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition. Item 7A. Quantitative and Qualitative Disclosures About Market Risk None
Recent Accounting Pronouncements Refer to Note 2 in the accompanying consolidated financial statements for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition. Item 7A. Quantitative and Qualitative Disclosures About Market Risk None
Commitments and Contractual Obligations We do not have any material commitments and contractual obligations. Off-Balance Sheet Arrangements 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.
Commitments and Contractual Obligations Off-Balance Sheet Arrangements 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.
Our significant accounting policies are described in Note 3 within our “Notes to the Consolidated Financial Statements”. Additional information about our critical accounting policies follows: Revenue Recognition In addition to advancing the commercialization of our SMR, we provide engineering and licensing services to customers. We recognize fixed price contract revenue with multiple performance obligations as each obligation is completed.
Our significant accounting policies are described in Note 2 in the accompanying consolidated financial statements. Additional information about our critical accounting policies follows: Revenue Recognition In addition to advancing the commercialization of our SMR, we provide engineering and licensing services to customers. We recognize fixed price contract revenue with multiple performance obligations as each obligation is completed.
Accordingly, such tax amounts are not included as a component of revenue or cost of sales. We generally provide limited warranties for work performed under our engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of our work.
Accordingly, such tax amounts are not included as a component of revenue or cost of sales. We generally provide limited warranties for work performed under our engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of our work. Consideration Paid to Customer or Prospective Customer Under the PMA, ENTRA1 is a prospective customer of NuScale.
Other factors that we believe are critical to our future success are country-level approvals of our NPM design. We also believe site-approvals by our customers to be key to facilitating broader adoption of our products and services. Obtaining these approvals before others is critical in maintaining our competitive advantage.
Other factors that we believe are critical to our future success are country-level approvals of our NPM design. We also believe site-approvals by our customers to be key to facilitating broader adoption of our products and services.
During the year ended December 31, 2024, the Company executed two revenue generating agreements in relation to the advancement of Doicesti project Phase 2 Front-End Engineering Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicesti, Romania.
During the year ended December 31, 2024, we executed two revenue generating agreements in relation to the advancement of Doicesti FEED Phase 2 project, which targets the development of six NPM at a former coal plant site in Doicesti, Romania.
Sponsored Cost Share Sponsored cost share decreased due to the Company hitting the cost share cap with DOE, USTDA and RoPower and the termination of the CFPP contract.
Sponsored Cost Share Sponsored cost share decreased due to the Company hitting the cost share cap with DOE, United States Trade and Development Agency (“USTDA”) and RoPower and the termination of the CFPP contract.
Riley Securities, Inc. and Canaccord Genuity LLC 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 (“ATM Program”).
Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. as sales agents under which the Company was able to offer and sell shares of our Class A common stock, having an aggregate sales price of up to $500.0 million (the “Q3 2025 ATM Program”).
Regulatory Approvals In January 2023, the Company submitted an SDA Application and the associated licensing topical reports to the NRC for a NuScale’s 6-unit 77 MWe NPM design. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
Regulatory Approvals 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.
Sponsored Cost Share As our commercialization activities advance, we have continued to enter into cost share agreements with various entities, including both governmental and private, under which the Company is reimbursed for specific R&D activities. Generally, as our qualifying operating costs change, there is a corresponding change in the reimbursable amounts.
Sponsored Cost Share When the Company was focused on R&D activities, the Company entered into cost share agreements with both governmental and private entities, under which the Company is reimbursed for certain activities. Generally, as our qualifying operating costs change, there is a corresponding change in the reimbursable amounts.
We expect the site in Romania to use six modules and to be commercially operable as early as 2030. We believe the long lead-time involved with siting an SMR, the number of potential customers in our pipeline and the work being performed by these potential customers involving a NuScale deployment project bode well for our potential future success.
We believe that the long lead-time involved with siting an SMR, the number of potential customers in the ENTRA1 pipeline and the work being performed by ENTRA1 involving a NuScale deployment project bode well for our potential future success.
This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors.
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 section entitled “Risk Factors” included in this Form 10-K. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors.
Key Components of Results of Operations Our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.
Obtaining these approvals before others is critical in maintaining our competitive advantage. 34 Key Components of Results of Operations Our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.
These expenses include labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our NPM design. R&D costs have been expensed as incurred. 39 General and Administrative Expense General and administrative (“G&A”) expenses consist of compensation costs for personnel in executive, finance, accounting, human resources and other administrative functions.
These expenses include labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our NPM design. R&D costs have been expensed as incurred.
Foreign income taxes During the 2024 fiscal year, the Company executed a contract with an entity based out of Romania resulting in income tax being withheld to pay the Romanian taxing authority.
Foreign income taxes During the 2024 fiscal year, the Company executed a contract with an entity based out of Romania resulting in income tax being withheld to pay the Romanian taxing authority. Liquidity and Capital Resources On November 7, 2025, NuScale entered into a sales agreement (the “Q4 2025 Sales Agreement”) with UBS Securities LLC, TD Securities (USA) LLC, B.
The only significant contract with variable consideration outstanding at December 31, 2024, is a time and material contract that will be recognized as services are provided, until the customer’s goals are achieved or the contract terminates. 44 Revenue recognition and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, penalty provisions, labor productivity and cost estimates.
Revenue recognition and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, penalty provisions, labor productivity and cost estimates.
We also expect 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. Expenses Research and Development Expense Our research and development (“R&D”) expenses consist primarily of internal and external expenses incurred in connection with our R&D activities.
We also expect 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. Cost of Sales Our cost of sales generated to date consists of direct expenses incurred to deliver our services to customers.
Effective January 1, 2025, the Company entered into sales and marketing agreements in the amount of $34.8 million for services to be performed ratably over the 2025 fiscal year.
In January 2025, the Company entered into sales and marketing agreements in the amount of $34.8 million for services to be performed ratably over the 2025 fiscal year. Effective June 30, 2025, this agreement was extended for the 2026 fiscal year. The following table sets forth the principal cash obligations and commitments noted above assuming no renewals thereafter.
During the year ended December 31, 2024, the Company issued and sold 3,264,524 shares of Class A common stock for the gross and net proceeds of $71.2 million and $69.2 million, respectively.
During the year ended December 31, 2025, the Company issued and sold 57,112,216 shares of Class A common stock for the gross and net proceeds of $1,327.6 million and $1,299.7 million, respectively, associated with the Q4 2025 ATM 37 Program, Q3 2025 ATM Program and 2024 ATM Program.
G&A expenses also include legal fees, advertising and marketing, professional fees paid for accounting, auditing and consulting services, insurance costs and facility costs. Other Expense Other operating expenses consist primarily of compensation costs (including indirect benefits and equity-based compensation expense) for operating personnel.
G&A expenses also include advertising, marketing and business development expenses, including the costs of our PMA milestone payments not supported by a binding customer contract. Other Expense Other operating expenses consist primarily of compensation costs (including indirect benefits and equity-based compensation expense) for operating personnel.
The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below: Year Ended December 31, (in thousands) 2024 2023 2022 Net Cash Used in Operating Activities $ (108,666) $ (183,254) (148,609) Net Cash (Used) Provided by Investing Activities (39,849) 48,275 (52,332) Net Cash Provided by Financing Activities 429,806 16,127 368,064 Net Change in Cash, Cash Equivalents and Restricted Cash $ 281,291 $ (118,852) $ 167,123 Comparison of Cash Flows for the Years Ended December 31, 2024 and 2023 Cash Flows used in Operating Activities Net cash used in our operating activities decreased during the year ended December 31, 2024, as management was able to implement cost optimization measures while transitioning from an R&D company to a commercial company.
Comparison of Cash Flows for the Years Ended December 31, 2024 and 2023 Cash Flows used in Operating Activities Net cash used in our operating activities decreased during the year ended December 31, 2024, as management was able to implement cost optimization measures while transitioning from an R&D company to a commercial company.
Historically, our primary sources of cash included investment capital, government grants and government sponsored cost share agreements to support the advancement of the Company’s SMR technology both domestically and abroad. As we transition from a focus on research and development to commercialization of our technology, the Company is focusing on revenue producing 42 commercial contracts.
Historically, our primary sources of cash included sales under our at-the-market equity (“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.
In January 2023, the Company submitted an SDA Application and the associated licensing topical reports to the NRC for NuScale’s 6-unit 77 MWe NPM design. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
In May 2025, the NRC finalized their review and approved our second SDA application and the associated licensing topical reports for our 6-unit 77 MWe NPM design, giving customers in the United States the ability to reference the approved design and SDA for expedited construction and operating licensing for a plant that is using the NuScale SMR technology.
Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $377.1 million, with negative operating cash flows. As of December 31, 2024 , we had cash and cash equivalents of $401.6 million and restricted cash of $5.1 million with no debt, while using $ 108.7 million of cash in operations.
As of December 31, 2025 , we had cash and cash equivalents of $836.4 million, liquid investments of $450.8 million and restricted cash of $5.1 million with no debt, while using $ 459.6 million of cash in operations.
Cash Flows provided by Financing Activities During 2023, our cash provided by financing activities consisted of proceeds from our ATM sales and the exercise of options, while in 2022 the majority of the cash consisted of proceeds from the Transaction, with another $28.7 million received for the exercise of warrants and options.
Cash Flows provided by Financing Activities The Company’s financing activities consist of proceeds arising from utilizing our ATM sales and the exercise of options.
Management reviews the Company’s variable consideration on at least a quarterly basis.
Management reviewed the Company’s variable consideration on at least a quarterly basis. All significant contracts with variable consideration have been completed as of December 31, 2025.
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.
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.
As of December 31, 2024 , we have 21,735,476 shares of Class A common stock, at an aggregate sales price up to $128.8 million, eligible for sale under the ATM Program. Previous to the current ATM Program, the Company fully utilized a similar agreement under which the Company offered and sold 20,000,000 shares of the Company’s Class A common stock.
As of December 31, 2025 , we have sold shares of Class A common stock for an aggregate sales price of $750,000 under the Q4 2025 ATM Program. Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $732.9 million, with negative operating cash flows.
Removed
Unless the context otherwise requires, references in this section to “NuScale,” “the Company,” “us,” 37 “our” or “we” refer to NuScale Power, LLC (“NuScale LLC”) prior to the Transaction, and to NuScale Power Corporation (“NuScale Corp”) following the consummation of the Transaction.
Added
We are commercializing a modular, scalable electric Light Water Reactor nuclear power plant, that we believe will deliver safer scalable, cost-effective and reliable carbon free power. Our core technology, the NPM, can generate 77 MWe, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features.
Removed
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.
Added
We believe that this results in a safe and highly reliable power plant suitable to be sited close to where electricity, water desalinization, hydrogen production or process heat is needed. Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States.
Removed
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.
Added
In September 2020, our 12-module design (currently approved for 160 million watts of thermal power or 50 MWe per NPM) became the first and only SMR to receive an SDA from the NRC.
Removed
On September 11, 2020, the NRC issued its Standard Design Approval (“SDA”) of our NPM and scalable plant design. With this phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale SMR-based power plants with the understanding that the NRC has approved the safety aspects of the NPM and plant design.
Added
Outlook NuScale has contracted with ENTRA1 as our 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.
Removed
We expect our operating losses and negative operating cash flow to grow until the commercialization of the NPM. 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.
Added
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. 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.
Removed
On July 31, 2023, the NRC formally announced that it has accepted the Company’s SDA Application for formal review. Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval will be received by mid-year 2025. The Company currently has only one “Class 1” customer: RoPower Nuclear S.A.
Added
Foreign SMR Market Demand for energy in foreign markets is currently being driven by population growth, industrialization and urbanization with countries in Asia contributing the most to international growth.
Removed
(“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. In November 2023, we entered into the Release Agreement with CFPP LLC, the Company’s first customer, pursuant to which the Company agreed to terminate the Development Cost Reimbursement Agreement (“DCRA”), as amended, and our Long Lead Material Reimbursement Agreement (“LLM Agreement”).
Added
Rising living standards, driven by economic growth, has increased the need for residential electricity, a trend that is expected to increase in the coming years, with Asia forecasted to account for nearly 60% of global growth in electricity consumption through 2050. The Company has currently one international customer: RoPower Nuclear S.A. (“RoPower”), which is a joint venture established by S.N.
Removed
CFPP LLC was receiving funding for approximately 79% of its qualified project costs, including the long-lead materials (“LLM”), under a cooperative agreement with the Department of Energy (“DOE”). Under the Release Agreement, we agreed to repay CFPP LLC’s Net Development Costs.
Added
Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. In July 2024, NuScale and RoPower signed a technology licensing agreement, which granted RoPower a right to use certain intellectual property of NuScale’s.
Removed
Upon final settlement of the LLM Agreement, and once DOE is compensated for its investment in the LLM (stemming from DOE’s funding under its cost share agreement with CFPP LLC), NuScale will obtain all rights and obligations associated with the LLM.
Added
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 included tasks related to the development of a Class 3 plant cost estimate, as well as support to RoPower with its regulatory and stakeholder engagements.
Removed
Merger with Spring Valley In December 2021, NuScale LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”), a wholly owned subsidiary of Spring Valley.
Added
NuScale completed their scope of FEED Phase 2 as a subcontractor to Fluor. On February 12, 2026 the Romanian Government approved the investment decision for the Doicesti SMR plant project, allowing for the ability to seek secured financing to further feasibility studies, and site-specific design work prior to any construction moving forward.
Removed
Pursuant to the Merger Agreement, Merger Sub merged with and into NuScale LLC (the “Merger”), with NuScale LLC surviving the Merger (the “Surviving Company”), Spring Valley being renamed NuScale Corp, and NuScale LLC continuing to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure.
Added
This is a positive step in support of the project to the next phase. During the coming months, RoPower is authorized to advance the licensing and geotechnical work, finalize a pre-engineering, procurement and construction (“EPC”) contract, and begin negotiating contracts for long lead items.
Removed
On May 2, 2022, the transactions contemplated by the Merger Agreement, including the Merger (collectively the “Transaction”) were completed. The Transaction is shown as a reverse recapitalization under GAAP. Spring Valley is the acquired company, with NuScale LLC treated as the acquirer.
Added
We anticipate that the pre-EPC activities will have an estimated duration of up to 15 months and will include, among other things, the development of a Class 2 cost estimate for the project.
Removed
This determination reflects Legacy NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp and NuScale LLC’s management team retaining similar roles at NuScale Corp.
Added
NuScale has yet to commence, but looks forward to negotiating definitive agreements related to our scopes 33 within the elements of project finalization, construction, equipment installation and testing, plant commissioning, and post commercial operation date on-going technical support.
Removed
Accordingly, although NuScale Corp (f/k/a Spring Valley) is the parent company, GAAP dictates that the financial statements of NuScale Corp represent a continuation of NuScale LLC’s operations, with the Transaction being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization.
Added
With ENTRA1 we continue to develop our international customer interest as we foresee a significant customer demand over the long-term to be outside of the United States as industry trends like decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions continue to grow.
Removed
The net assets of NuScale LLC are stated at historical cost, 38 with no incremental goodwill or other intangible assets recorded for the effects of the Transaction. The consummation of the Transaction resulted in NuScale LLC receiving cash equal to $341.5 million and assuming Warrant liabilities valued at $47.5 million.
Added
Our collective team puts significant effort into developing dialogue with foreign governments and corporations in order to educate and market our technology.
Removed
Commencing and Expanding Commercial Launch Operations In September 2020, we became the first and only company to receive NRC SDA for a small modular reactor. We believe our commercialization activities are being completed at a pace that can support delivery of NPMs to a client site as early as 2029.
Added
Domestic SMR Market Demand for energy in the United States is currently being driven by the significant growth in the data center industry, particularly as artificial intelligence (“AI”) deployment, cloud computing adoption, and digital transformation initiatives accelerate across sectors.
Removed
In December 2022, we signed a contract for Front-End Engineering and Design (“FEED”) work with RoPower to advance the deployment of our NPMs to Romania. Under Phase 1 of the contract, 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.
Added
Further, the United States government has identified nuclear technology as imperative to the country’s national security objectives and ordered the expansion of American nuclear energy capacity to 400 gigawatts by 2050, or nearly 400% the current capacity. On August 27, 2025, NuScale LLC and ENTRA1 executed a PMA.
Removed
Further, in December 2022, we completed our Standard Plant Design (“SPD”), which provides potential customers with a generic NuScale-based power plant design that will serve as a starting point for deploying site-specific designs, including supporting client licensing and deployment activities.
Added
Under the PMA, NuScale is named the key supplier to future ENTRA1 Energy Projects (as defined in Note 9 in the accompanying consolidated financial statements) 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.
Removed
On July 31, 2023, the NRC formally announced that it has accepted the Company’s SDA Application for review. Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval to be received by mid-year 2025.
Added
It is anticipated that NuScale will enter into agreements for the delivery and installation of NPMs with ENTRA1.
Removed
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.
Added
On September 2, 2025, the Tennessee Valley Authority (“TVA”) announced the signing of a non-binding 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 Plants TM .
Removed
Comparison of the Years Ended December 31, 2023 and 2022 Changes in Presentation For the year ended December 31, 2022, sponsored cost share totaling $0.2 million that was previously included in Interest income (expense) has been reclassified to Sponsored cost share to conform to the current year presentation on the accompanying consolidated statements of operations.
Added
Under the PMA, we are focused on our expanded ENTRA1 partnership positioning their ENTRA1 Energy Plants™ with NuScale SMRs inside first to TVA. The PMA also positions us to serve hyperscaler, technology, industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities.
Removed
No such reclassifications were required for 2023. For the year ended December 31, 2022, amounts totaling $4.2 million and $3.5 million were reclassified out of G&A expenses and into R&D expenses and Other expenses, respectively, to conform to the current year presentation. No such reclassification was required in 2023.
Added
Commencement and Expanding Commercial Launch Operations The commencement and expansion of the commercialization of our NPMs will be crucial to the success of our business.
Removed
Revenue The increase in revenue was attributable to activities in support of the Engineering, Procurement and Construction Development Agreement for CFPP, as well as nuclear technologies consulting services. 41 R&D Expense R&D expenses increased due to the Release Agreement with CFPP in the amount of $49.8 million, partially offset by lower compensation costs of $8.7 million as we transition from R&D to commercialization activities, as well as lower professional fees.
Added
Further, the Company has already begun manufacturing certain long-lead materials that will be used to build the NPMs, while also placing advance orders with many of our supply chain partners to expedite the build. This process ensures that the Company will be poised to meet the needs of our customer base.

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