NUSCALE POWER Corp

We are and may become involved in litigation that may materially adversely affect us.

We are currently named in a number of purported class action lawsuits (see “Legal Proceedings”), and from time to time, we are and 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, such as the SEC’s current request for information regarding our employment, severance, and confidentiality agreements. 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.

One of the existing shareholder class action lawsuits claims in part that NuScale LLC breached its prior LLC operating agreement or breached a duty of good faith and fair dealing in amending the LLC operating agreement in the Transaction without obtaining the consent of former common unit holders of NuScale LLC as a separate class. This class action lawsuit claims in part that the conversion of preferred units to common units, which occurred in conjunction with the merger, was inequitable to common unit holders. Plaintiffs are now seeking to amend their complaint to add a claim that this conversion itself breached the operating agreement.

The other shareholder class action lawsuit claims that NuScale 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. While two causes of action were filed, these lawsuits have been consolidated before the same judge in the federal district court in Oregon.

While we disagree with all of the plaintiffs’ claims included in the class action lawsuits, the risk of loss if plaintiffs prevail would be material to the Company. Because of the potential risks, expenses and uncertainties of litigation and investigations, we may, from time to time, settle disputes and other proceedings, even where we believe that we have meritorious claims or defenses. Because litigation and investigations are inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Please see the 2023 Form 10-K for a complete list of our risk factors.