NUSCALE POWER Corp

Previous wording

The following discussion and analysis of the financial condition and results of operations of NuScale Power Corporation should be read together with our financial statements as of and for the years ended December 31, 2024, 2023 and 2022 and our unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025 and 2024, together with related notes thereto. 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. As used herein, “NuScale,” the “Company,” “us,” “our” or “we” refer to NuScale Power Corporation, together with its consolidated subsidiaries.

Current wording

The following discussion and analysis of the financial condition and results of operations of NuScale Corp should be read together with our financial statements as of and for the years ended December 31, 2024, 2023 and 2022 and our unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and 2024, together with related notes thereto. 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. As used herein, “NuScale,” the “Company,” “us,” “our” or “we” refer to NuScale Corp, together with its consolidated subsidiaries.

Previous wording

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. 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 in July of 2025.

Current wording

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.

Previous wording

The Company has partnered with ENTRA1, which acts as NuScale’s 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. 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.

Current wording

The Company has partnered with ENTRA1, which acts as NuScale’s 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. 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.

Previous wording

Sponsored cost share decreased due to the Company hitting the cost share cap with DOE, USTDA and RoPower.

Current wording

Sponsored cost share decreased due to the Company reaching the cost share cap with DOE and USTDA.

Previous wording

The increase in revenue and cost of sales 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.

Current wording

The increase in revenue and cost of sales was attributable to engineering and licensing fees and services in support of advancing RoPower’s goal of deploying a power plant powered by six NPMs in Romania.

Previous wording

Research and development expenses decreased due to management’s implementation of various internal cost optimization measures that resulted in $1.8 million of compensation cost savings, and lowered professional fees by $2.3 million in connection with the Company’s transition from an R&D-based company to a commercial company.

Current wording

Research and development expenses decreased due to management’s implementation of various internal cost optimization measures that resulted in $2.6 million of compensation cost savings, and lowered professional fees by $2.0 million in connection with the Company’s transition from an R&D-based company to a commercial company and the completion of SDA in the second quarter of 2025.

Previous wording

G&A expenses increased due to higher strategic business development costs in the amount of $3.7 million as we continue to build our brand globally and $2.8 million in legal and accounting fees as we transitioned to a large accelerated filer. These increases were partially offset by lower compensation costs associated with management’s cost optimization measures.

Current wording

G&A expenses increased due to higher strategic business development costs in the amount of $7.6 million as we increased our commercialization efforts and $5.0 million in legal and accounting fees. These increases were partially offset by $3.2 million of compensation cost savings.

Previous wording

Other expenses decreased as a result of $4.4 million in compensation cost savings associated with cost optimization measures and the $3.2 million one-time charge associated with the workforce reduction in 2024, which was partially offset by higher equity-based compensation costs.

Current wording

Other expenses decreased as a result of $8.2 million in compensation cost savings, which includes the one-time $3.2 million restructuring charge associated with the workforce reduction in 2024. This decrease was partially offset by higher equity-based compensation costs.

Previous wording

On November 8, 2024, NuScale entered into a new Sales Agreement with TD Securities (USA) LLC, UBS Securities LLC, B. 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”). During the three months ended March 31, 2025, the Company issued and sold 4,548,127 shares of Class A common stock for the gross and net proceeds of $102.4 million and $99.8 million, respectively, with a weighted average price of $22.68 per share. As of March 31, 2025, we have 17,187,349 shares of Class A common stock, at an aggregate sales price up to $26.4 million, eligible for sale under the ATM Program.

Current wording

On November 8, 2024, NuScale entered into a new Sales Agreement with TD Securities (USA) LLC, UBS Securities LLC, B. 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”). During the six months ended June 30, 2025, the Company issued and sold 4,548,127 shares of Class A common stock for the gross and net proceeds of $102.4 million and $99.8 million, respectively, with a weighted average price of $22.68 per share. No such sales were executed during the three months ended June 30, 2025. As of June 30, 2025, we had 17,187,349 shares of Class A common stock, at an aggregate sales price up to $26.4 million, eligible for sale under the ATM Program.

Previous wording

Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $391.1 million, with negative operating cash flows. As of March 31, 2025, we had cash and cash equivalents of $491.4 million, short-term investments of $30.0 million and restricted cash of $5.1 million with no debt. Historically, our primary sources of cash included investment capital, and DOE and other government sponsored cost share agreements to support the advancement of the Company’s SMR technology both domestically and abroad. As we transition from research and development to the commercialization of our technology, the Company is focusing on commercial contracts that generate revenue. 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 and Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicesti, Romania.

Current wording

Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $408.7 million, with negative operating cash flows. As of June 30, 2025, we had cash and cash equivalents of $297.7 million, short-term investments of $123.1 million with no debt. Historically, our primary sources of cash included investment capital, and DOE and other government sponsored cost share agreements to support the advancement of our SMR technology both domestically and abroad. As we transition from research and development to the commercialization of our technology, we are focusing on commercial contracts that generate revenue. During the year ended December 31, 2024, we executed two revenue generating agreements in relation to the advancement of Doicesti project Phase 2 Front-End Engineering and Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicesti, Romania.

Previous wording

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 an R&D-based company to a commercial company. This resulted in a one-time charge of $3.2 million during the three months ended March 31, 2024.

Current wording

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 an R&D-based company to a commercial company. This resulted in a one-time charge of $3.2 million during the six months ended June 30, 2024.

Previous wording

Comparison of Cash Flows for the Three Months Ended March 31, 2025 and 2024

Current wording

Comparison of Cash Flows for the Six Months Ended June 30, 2025 and 2024

Previous wording

Our cash used in operations decreased during the three months ended March 31, 2025 due to management’s continuous effort to control costs and discretionary spending.

Current wording

Our cash used in operations decreased during the six months ended June 30, 2025 due to higher revenue and interest income as well as collections of receivables.

Previous wording

During both the three months ended March 31, 2025 and 2024, net cash provided by financing activities consisted of proceeds from the utilization of our ATM Programs and the exercise of stock options.

Current wording

During both the six months ended June 30, 2025 and 2024, net cash provided by financing activities consisted of proceeds from the utilization of our ATM Programs.

Previous wording

On December 20, 2024, NuScale entered into a purchase commitment for additional material to support the development of future NPMs in the amount of $69.3 million. Under this commitment, the Company will pay $24.3 million during the 2025 fiscal year, $34.6 million during the 2026 fiscal year and $10.4 million during the 2027 fiscal year.

Current wording

In December 2024, the Company entered into a purchase commitment for additional LLM to support the development of future NPMs. During the course of 2025, the Company entered into additional long-term commitments to support the development of future NPMs.

Previous wording

From time to time, NuScale enters into technical assistance grant programs with the United States Trade and Development Agency (“USTDA”), whereby the Company receives cost share commitments to support licensing work in foreign markets. 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.

Current wording

From time to time, NuScale enters into technical assistance grant programs with the United States Trade and Development Agency (“USTDA”), whereby the Company receives cost share commitments to support licensing work in foreign markets. 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 $7.7 million.