NUSCALE POWER Corp
For the period ended Mar 31, 2025. Filed May 12, 2025.
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Mar 31, 2025 · Filed May 12, 2025
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Item 5. Other Information
On May 7, 2025, NuScale LLC entered into an amended and restated Strategic Alliance Agreement, effective May 7, 2025, with ENTRA1 (the “Strategic Alliance Agreement”). Pursuant to the Strategic Alliance Agreement, ENTRA1 is NuScale LLC’s exclusive global strategic partner for a period of 20 years and holds the exclusive rights for the worldwide commercialization, distribution, sales, and development of NuScale LLC’s products, services and power plants, including any Opportunity (as defined in the Strategic Alliance Agreement). For 20 years beginning on the later of the dissolution of the ENTRA1 NuScale joint venture, or the end of the exclusivity period or the Strategic Alliance Agreement (whichever is longer), NuScale LLC cannot, without ENTRA1’s written approval (which cannot be unreasonably withheld), (i) pursue any Opportunity worked on or presented by or on behalf of ENTRA1 to NuScale LLC or its affiliates unless ENTRA1 or its designated affiliates are involved, or (ii) contact or enter into any arrangement with any person known to have or have had communications or a relationship with ENTRA1, its affiliates, or any of their affiliates.
The obligations of NuScale LLC and ENTRA1 pursuant the Strategic Alliance Agreement may be terminated upon written mutual agreement.
The foregoing description of the Strategic Alliance Agreement is qualified in its entirety by reference to the text of the Strategic Alliance Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.
In March 2025, we proposed to certain employees, including officers, with restricted stock units (“RSUs”) that they instruct the agent who administers our 2022 Long-Term Incentive Plan to promptly sell shares of Class A common stock sufficient to cover tax withholding obligations arising from the vesting and settlement of the RSUs. With respect to any eligible sell-to-cover transactions before the expiration of the cooling off periods specified in Rule 10b5-1(c), the instruction is intended to be a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K, and with respect to eligible sell-to-cover transactions after the cooling off periods specified in Rule 10b5-1(c), the instruction is intended to be a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K and satisfy the affirmative defense of Rule 10b5-1(c). There is no durational limit to, or specified number of shares to be sold pursuant to, these instructions. During the three months ended March 31, 2025, David Tonnel, Senior Vice President, Accounting, signed a 10b5-1(c) Trading Instruction for Eligible Sell-to-Cover Transaction and provided it to the agent on March 24, 2025.
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