NUSCALE POWER Corp

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 the next paragraph of this Quarterly Report on Form 10-Q. 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 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, which the Company understood to be a part of a broader inquiry involving multiple companies related to the SEC’s whistleblower provisions. The Company responded in January 2024 and had no further communications with the SEC. On July 30, 2024, the Company contacted the SEC following publication of an article by Hunterbrook Media. On July 31, 2024, the SEC made follow up requests for additional information relating to the December 2023 request. The Company is in the process of responding to those requests and intends to fully cooperate with the SEC. The Company cannot predict the timing or outcome of the SEC’s investigation at this time.