NUSCALE POWER Corp

Condensed Consolidated Balance Sheet

Condensed Consolidated Statements of Operations

(Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

(Unaudited)

1. Nature of Business

Organization

NuScale Corp (“NuScale”, the “Company”, “us”, “we” or “our”) is incorporated under the laws of the state of Delaware. The Company is the primary beneficiary of NuScale LLC, a variable interest entity, and all activity of NuScale LLC and the Company are consolidated herein. NuScale LLC is a limited liability company organized in the State of Oregon in 2011. As at September 30, 2024, NuScale was majority owned by Fluor Enterprises, Inc., a subsidiary of Fluor Corporation; however, subsequent to September 30, 2024, Fluor’s ownership fell below 50%.

Operations

The Company is commercializing a modular, scalable 77 megawatt (gross) electric Light Water Reactor nuclear power plant using exclusive rights to a nuclear power plant design obtained from Oregon State University (“OSU”). The following represents key milestones in the development of this technology:

•December 2016: DCA completed

•January 2017: DCA submitted to the NRC

•March 2017: DCA accepted for review by the NRC

•August 2020: NRC issued the Final Safety Evaluation Report ("FSER")

•July 2023: SDA Application and associated licensing topical reports accepted for formal review by the NRC

The FSER represents the NRC’s completion of its technical review and approval of the NuScale SMR design. With this final phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that the NRC has approved the safety aspects of the NuScale design. 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 July 31, 2025.

The majority of the Company’s operations and long-lived assets were attributable to operations in the United States other than the long-lead material work in process being manufactured in South Korea during the 2023 and 2024 fiscal years.

On January 5, 2024, NuScale announced a plan to reduce the Company’s workforce by 154 full time employees, or 28%, in order to continue our transition from a R&D-based company to a commercial company. This resulted in a one-time charge of $3,236 during thenine months ended September 30, 2024, and is included in Other expenses on the condensed consolidated income statement.

As a result of the cost optimization plans implemented by management, the utilization of our ATM Program and execution of customer contracts, we believe we will have sufficient funds available to cover required R&D activities and operating cash needs for the next twelve months.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under GAAP, and therefore should be read in conjunction with our 2023 Form 10-K. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year.

These financial statements are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature which are necessary to present fairly our financial position and our operating results as of and for the interim periods presented.

Principles of Consolidation

As part of the Transaction, NuScale Corp has been determined to be the primary beneficiary of NuScale LLC, a variable interest entity (“VIE”). As the sole managing member of NuScale LLC, NuScale Corp has both the power to direct the activities, and direct ownership to share in the revenues and expenses of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying condensed consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than the NuScale Corp Warrants and certain prepaid assets. All significant intercompany transactions have been eliminated upon consolidation.

Changes in Presentation

For the nine months ended September 30, 2023, amounts totaling $1,855 were reclassified out of Other expenses and into R&D expenses to conform to the current year presentation.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase, while cash equivalents with an initial maturity of between three and twelve months at time of purchase are considered short-term investments. The Company’s cash equivalents consist of certificates of deposit, are classified as held-to-maturity, and the estimated fair value of the investment approximates its amortized cost.

Cash in the amount of $5,100 is restricted as collateral for the letter of credit associated with the Release Agreement with CFPP LLC at September 30, 2024 and December 31, 2023, and is identified as Restricted cash in the condensed consolidated balance sheet. The restricted cash balance plus cash and cash equivalents on the condensed consolidated balance sheet equals cash, cash equivalents and restricted cash, as reflected in the condensed consolidated statements of cash flows.

Sales and Marketing Agreements

The Company has entered into sales and marketing agreements pursuant to which it prepaid certain expenses to the counterparty. As of September 30, 2024 and December 31, 2023, the balance of $3,750 and $15,000, respectively, is included in Prepaid expenses on the accompanying condensed consolidated balance sheet and will be amortized monthly on a straight-line basis through December 31, 2024.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The fair value of the Public and Private Placement Warrants at December 31, 2023 has been estimated using the Public Warrants’ quoted market price, while all Warrants are Public Warrants as of September 30, 2024.

Revenue Recognition

As we continue to transition from a R&D company toward the commercialization of our SMR, we continue to expand our array of products and services. During the third fiscal quarter of 2024, the Company entered into a revenue generating agreement with a customer, structured as a fixed price contract with variable consideration. Under this fixed price contract, all amounts currently collected are deferred and included in Customer deposit on the condensed consolidated balance sheet, with revenue to be recognized as performance obligations are achieved.

Subsequent to September 30, 2024, the Company executed a revenue generating agreement with Fluor, whereby NuScale will provide engineering and design services in support of Phase 2 Front-End Engineering and Design for a VOYGRTM-6 Nuclear Power Generation project.

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. As of September 30, 2024, these entities include the United States Department of State and United States Trade and Development Agency (combined as “USG”), RoPower, DOE and CFPP LLC.

Beginning in 2021, the Company partnered with USG to develop SMRs in foreign markets. Under USG’s technical assistance grant programs, we receive cost share commitments to support licensing work in these foreign markets, one of which is additionally supported by RoPower. During the three months ended September 30, 2024 and 2023, USG cost share totaled $641 and$10,521, respectively, while during the nine months ended September 30, 2024 and 2023, USG cost share totaled $5,833 and $20,080, respectively.

Since 2014, DOE has provided critical funding to the Company through a series of cooperative agreements that support ongoing commercialization activities. During the nine months ended September 30, 2024, DOE cost share totaled $336, while during thethree and nine months ended September 30, 2023, DOE cost share totaled $9,171 and $28,718, respectively.

Finally, we receive subrecipient cost share from CFPP LLC under a contract between the DOE and UAMPS for R&D performed with the goal of developing our first SMR. Under this agreement we received cost share of $19 and$1,082 during the three months ended September 30, 2024 and 2023, respectively, while for the nine months ended September 30, 2024 and 2023, the Company received cost share of $335 and $6,186, respectively.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on our condensed consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures. ASU 2023-07 requires annual and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating ASU 2023-07 to determine its impact on the Company’s disclosures, however, the Company does not expect ASU 2023-07 to have a material impact.

3. Noncontrolling Interests and Loss Per Share

Noncontrolling Interests

Following the Transaction, holders of Class A common stock own direct controlling interests in the results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s condensed consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B Units. The following table summarizes the economic interests of NuScale Corp between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders.

The NCI may decrease according to the number of shares of Class B common stock and NuScale LLC Class B units that are exchanged for shares of Class A common stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of Class A common stock received in a contemporaneous equity issuance. After each exchange, NuScale LLC equity attributable to NuScale Corp is rebalanced to reflect the change in ownership percentage, which is calculated above based on Class B units and Class A shares, as a percentage of Combined interests.

Loss Per Share

Basic loss per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of RSUs, Stock Options and Warrants using the “treasury stock” method and for all other interests that convert into potential shares of Class A common stock, if any, using the “if converted” method. Net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the Company’s share of NuScale LLC’s net loss, net of NuScale Corp taxes, after giving effect to all other interests that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.

The following table sets forth the computation of basic and diluted net loss per share of Class A common stock. Class B common stock represents a right to cast one vote per share at the NuScale Corp level, and carries no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented.

During the three months ended September 30, 2024, the ATM Program generated gross proceeds of $32,001 and net proceeds of $31,201, while for the nine months ended September 30, 2024 the ATM Program generated gross and net proceeds of $106,503 and $103,840, respectively. During the three and nine months ended September 30, 2023, the ATM Program generated gross and net proceeds of $8,337 and $7,867, respectively. As of September 30, 2024, we have 2,601,042 shares of Class A common stock authorized and available under the ATM Program at an aggregate sales price of up to $33,141.

During the three and nine months ended September 30, 2024, the Company issued and sold shares of Class A common stock in the amount of 2,964,586 and 15,661,580, respectively, at a weighted average price of $10.79 and $6.80 per share, respectively, while during the three and nine months ended September 30, 2023, NuScale issued and sold 1,385,623 shares of Class A common stock, with a weighted average price of $6.02.

Subsequent to September 30, 2024, the Company issued and sold 2,601,042 shares of Class A common stock under the ATM Program for the gross and net proceeds of $32,451 and $31,639, respectively.

4. Warrant Liabilities

Under the Company’s Warrant Agreement, when Private Placement Warrants are transferred by Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), to persons who are not “Permitted

Transferees” (as defined in the Warrant Agreement) of the Sponsor, they cease to be Private Placement Warrants and become Public Warrants under the Warrant Agreement. The Company has been informed by the Sponsor that the Private Placement Warrants were transferred in accordance with the Warrant Agreement to persons who are not Permitted Transferees. Consequently, the previously described Private Placement Warrants are now Public Warrants under the Warrant Agreement, resulting in all 18,455,723 warrants identified as Public Warrants in Note 5, Fair Value Measurement, as of September 30, 2024. During the three and nine months ended September 30, 2024,2,954 warrants were exercised for Class A common shares and $34 cash.

Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants are currently exercisable and will expire on May 2, 2027 (five years from the date of the Transaction) or earlier upon redemption or liquidation.

Redemption of Warrants when the price per share of Class A common stock equals or exceeds $18.00. The Company may redeem the outstanding Warrants:

•in whole and not in part;

•at a price of $0.01 per Warrant;

•upon a minimum of 30 days prior written notice of redemption to each Warrant holder; and

•if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00. The Company may redeem the outstanding Warrants:

•in whole and not in part;

•at $0.10 per Warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined as set forth in the Warrant Agreement, based on the redemption date and the fair market value of the Class A common stock, subject to certain exceptions; and

•if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant based on anti-dilution adjustments set forth in the Warrant Agreement) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the Warrant holders.

The Warrants may be exercised for cash (or on a cashless basis as described above in “-Redemption of Warrants when the price per share of Class A common stock equals or exceeds $10.00”) at any time after notice of redemption shall have been given by the Company and prior to the redemption date.

For a complete description of the Warrants, please see the Warrant Agreement, which is Exhibit 4.2 to the 2023 Form 10-K, and the section entitled “Warrants” in the “Description of Registrant’s Securities,” which is Exhibit 4.3 to the 2023 Form 10-K.

5. Fair Value Measurement

The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).

The levels of hierarchy are described below:

Level 1 Quoted prices in active markets for identical instruments;

Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement.

The carrying amount of certain financial instruments, including deposits, accounts payable and accrued expenses, approximates fair value due to their short maturities.

Our Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in fair value of the Warrants are recorded in the statement of operations each period. As discussed in Note 4, Warrant Liabilities, because the Private Placement Warrants are no longer held by the Sponsor or a “Permitted Transferee” of the Sponsor, the Private Placement Warrants are Public Warrants under the Warrant Agreement. In light of these circumstances, we have classified both the Private Placement Warrants and the Public Warrants as Level 1 as of September 30, 2024.

The following tables represents the Company’s financial liabilities measured at fair value on a recurring basis:

6. Accounts and Other Receivables

Accounts and other receivables, net include reimbursement requests outstanding from the cost share awards, interest receivable and commercial accounts receivable. The cost share reimbursement requests are recognized as eligible costs are incurred. Reimbursement under the awards is recognized as award funds are obligated, and are included in Sponsored cost share in the condensed consolidated statement of operations. Interest receivable of $740 and $318 was outstanding at September 30, 2024 and December 31, 2023, respectively.

The majority of our receivables are either due from the U.S. federal government or have to do with a federal project. For these reasons, the majority of receivables are deemed to be fully collectible and only an immaterial allowance has been recorded.

7. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

Depreciation of property, plant and equipment for the three months ended September 30, 2024 and 2023 was $394 and $641, respectively. Of these amounts, $73 and $321 is included in G&A expenses and Other expense, respectively, for the 2024 fiscal year and $120 and $521, respectively, for the 2023 fiscal year.

During the nine months ended September 30, 2024 depreciation in the amount of $247 and $1,039 is included in G&A expenses and Other expense, respectively, and $397 and $1,416, respectively, for the same period in the prior fiscal year.

8. Long-Lead Material Work In Process and Liability

During the first quarter of 2023, we entered into the LLM Agreement with CFPP LLC. Related to this contract, the Company has subcontracted for the purchase of certain long-lead materials (“LLM”) in the amount of $55,700, that were to be used in fabrication of the NPMs as part of the DCRA with CFPP LLC. However, on November 7, 2023, NuScale and CFPP LLC entered into the Release Agreement whereby the DCRA and LLM Agreement would be suspended, while wind down procedures and the ultimate disposition of the long-lead materials would be negotiated between the Company, CFPP LLC and DOE. As part of the Release Agreement, NuScale was required to pay $49,769 to CFPP LLC and provide a letter of credit in the amount of $5,000 for demobilization and wind down costs. This letter of credit is collateralized by $5,100 and included in the accompanying condensed consolidated balance sheet as Restricted cash as of September 30, 2024 and December 31, 2023.

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 of the LLM. As a result of DOE’s investment in the LLM, as of September 30, 2024 and December 31, 2023, NuScale has included a Long-lead material liability on the accompanying condensed consolidated balance sheet in the amount of$33,064 and $32,323, respectively, for the estimated cost to gain 100% of the LLM, once completed. The LLM represents in-process inventory recorded at cost and is identified as Long-lead material work in process on the condensed consolidated balance sheet in the amount of$41,609 and $36,361 as of September 30, 2024 and December 31, 2023, respectively.

9. Customer Deposit

As previously noted, in the third quarter, NuScale entered into a fixed price contract with variable consideration. At that time the Company was paid an upfront fee that is nonrefundable but cannot be recognized as revenue under GAAP until the performance obligations have been achieved, which we anticipate occurring during the fourth quarter of 2024. At December 31, 2023, there wereno customer deposits included in our consolidated balance sheet.

10. Noncurrent Accounts Payable and Accrued Expenses

During May 2024, a contract with one of NuScale’s LLM manufacturing vendors was renegotiated as a result of the Release Agreement with CFPP LLC. This amendment resulted in new production milestones, with interest-free payments expected in December 2025. Should the payments be deferred to a later date, interest will begin accruing on January 1, 2026. As of September 30, 2024, the balance totals $23,212 and is included in Noncurrent accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet.

11. Employee Benefits

The Company sponsors a defined contribution 401(k) Plan with contributions to be made at the sole discretion of the management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense recorded for the 401(k) Plan was $396 and $578 for the three months ended September 30, 2024 and 2023, respectively, and $1,535 and $2,020 for the nine months ended September 30, 2024 and 2023, respectively.

12. Income Taxes

NuScale LLC was historically and remains a partnership for U.S. federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of NuScale LLC.

The effective tax rate was 0% for the three and nine months ended September 30, 2024. The effective income tax rate for the three and nine months ended September 30, 2024 differed significantly from the statutory rates, primarily due to the losses allocated to the NCI and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Transaction.

During the three and nine months ended September 30, 2024, the Company incurred a minimal amount of foreign income tax expense, while incurring no such expense during the same periods in the prior year. However, during the third quarter, NuScale received a customer deposit from a Romanian entity subject to Romanian withholding tax in the amount of $3,200. This amount is included in Prepaid expenses in the condensed consolidated balance sheet at September 30, 2024 and will be expensed as the revenue is recognized. No such amount was prepaid as of December 31, 2023.

The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at NuScale Corp as of September 30, 2024, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.

13. Equity-Based Compensation

The total compensation expense recognized for common share options and time-based RSU awards during the three months ended September 30, 2024 and 2023 was $3,946 and $4,009, respectively, and $10,442 and $12,099 for the nine months ended September 30, 2024 and 2023, respectively. For the three months ended September 30, 2024, equity-based compensation of $2,017 was included in G&A expense and $1,929 was included in Other expense, compared to $1,496 and $2,513, respectively, over the same period in the prior year. For the nine months ended September 30, 2024, equity based compensation of $5,445 was included in G&A expense and $4,997 included in Other expense compared to $4,857 and $7,242, respectively, over the same period in the prior year.

Stock Options

During the nine months ended September 30, 2024, the Board approved 2,909,375 employee share option awards, with an aggregate fair value of $6,401, that vest one-third annually starting in February 2025 for a period ofthree years.

The Company measures the fair value of each share option grant at the date of grant using a Black-Scholes option pricing model.

Time-based RSUs

During the nine months ended September 30, 2024, the Company granted employees 4,598,635 RSUs with an aggregate value of $14,716. The RSUs vest one-third annually starting in February 2025. During the three and nine months ended September 30, 2024, RSUs of 179,053 and 1,097,292, respectively, vested with Class A common shares issued.

14. Related Party Transactions

From time to time, the Company enters into strategic agreements with Fluor, whereby Fluor or the Company perform services for one another. For the three months ended September 30, 2024 and 2023, we incurred expenses of $229 and $10,763, respectively, while for the nine months ended September 30, 2024 and 2023, we incurred expenses of $767 and $27,968, respectively. As of September 30, 2024 and December 31, 2023, the Company owed Fluor, as Accounts payable and accrued expenses on the condensed consolidated balance sheet, amounts totaling $802 and $4,080, respectively. For the three months ended September 30, 2024 and 2023, we earned revenue of $47 and $5,302, respectively, and for the nine months ended September 30, 2024 and 2023, we earned $570 and $14,072, respectively. At December 31, 2023, Fluor owed us $2,642, withno such amount outstanding as of September 30, 2024, amounts which are included in Accounts and other receivables, net on the condensed consolidated balance sheet.

For the three months ended September 30, 2024 and 2023, Fluor accounted for 10% and 76%, respectively, of total revenue, while for the nine months ended September 30, 2024 and 2023, they accounted for 20% and 77%, respectively.

15. Commitments and Contingencies

In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. Other than as disclosed immediately below, the Company does not believe that any legal claims are material to the Company. Management does not believe that resolution of any of these matters will materially affect the Company’s financial position or results of operations.

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. 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. 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. 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. 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. Discovery is now ongoing. 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.

Multiple shareholder class action lawsuits were filed in the U.S. District Court for the District of Oregon against the Company and certain of its current or former officers, namely John Hopkins, Chris Colbert, Robert Hamady and Clayton Scott: (1)Sigman v. NuScale Power Corp., et al. (Case No. 23-1689, filed November 15, 2023), and (2)Ryckewaert v. NuScale Power Corp., et al. (Case No. 23-1956, filed December 26, 2023). These lawsuits assert virtually identical allegations and claims and were consolidated before the same judge on February 2, 2024. The lawsuits assert claims under the federal securities laws and allege that the Company and members of management made materially false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations and prospects, and specifically about certain of the Company’s agreements with customers. 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. 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 in this Quarterly Report on Form 10-Q under Part II – Other Information, Item 1. Legal Proceedings. 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. Plaintiffs’ response to Defendants’ motion to dismiss is due December 17, 2024, and Defendants’ reply is due January 24, 2025. 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.

In connection with DOE and UAMPS Award 8935, DOE designated NuScale as a subrecipient to UAMPS for the production of NPM 1, while classifying NuScale as a contractor or subcontractor for NPMs 2-6. As part of DOE’s classification of NuScale as a contractor or subcontractor for NPMs 2-6, DOE noted that should NuScale fail to initiate commercial operation of NPM 1, DOE has the right to demand repayment of the fees invoiced for NPMs 2-6.