NUSCALE POWER Corp
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
SMR$5.44+7.1%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-12.
0001822966-25-000088
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001822966-25-000133
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 8 previous paragraphs and 10 current paragraphs.
2 unchanged; 6 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
The Company has a limited number of authorized shares of Class A common stock remaining available for issuance, which could negatively impact our ability to raise capital.
Current report
Our certificate of incorporation currently authorizes 332,000,000 shares of Class A common stock for issuance. As of June 30, 2025, there were approximately 21,000,000 shares of Class A common stock authorized share remaining. Our primary source of capital raising since 2023 has been selling shares of Class A common stock through the ATM program. Our ability to raise additional capital by selling shares of Class A common stock is limited by the number of available authorized shares, and amending the Company’s Certificate of Incorporation to increase the number of authorized shares will require stockholder approval. The stockholder approval process can be time consuming, and there is no assurance that stockholders would approve such an amendment, which could negatively impact our ability to raise capital.
Reworded paragraphs (6)
Previous wording
In addition to the other information set forth in this Quarterly Report on Form 10-Q, investors should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” ofthe Company’s 2024 Annual Report on Form 10-K, which could materially affect our business, financial condition, results of operations, or reputation. We do not believe that there have been any material changes to the risk factors disclosed inthe Company’s 2024 Annual Report on Form 10-K, other than as set forth below. The risks described inthe Company’s 2024 Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, results of operations and/or reputation.
Current wording
In addition to the other information set forth in this Quarterly Report on Form 10-Q, investors should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” ofthe Company’s 2024 Annual Report on Form 10-K, which could materially affect our business, financial condition, results of operations, or reputation. We do not believe that there have been any material changes to the risk factors disclosed inthe Company’s 2024 Annual Report on Form 10-K, other than as set forth below. The risks described inthe Company’s 2024 Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also maymaterially adversely affect our business, financial condition, results of operations and/or reputation.
Previous wording
We rely heavily upon our relationship with ENTRA1 to commercialize our NPM and our other products and services, as well as our relationships with Fluor, the largest stockholder in NuScale, and other investors and strategic partners. Pursuant to the Strategic Alliance Agreement, ENTRA1 is our exclusive global strategic partner and holds the exclusive rights for the worldwide commercialization, distribution, sales and development of our products, services and power plants. We granted Fluor certain rights to provide engineering, procurement and construction services in connection with NuScale’s general plant design, project-specific designs and services typically performed by Fluor or its direct competitors. Similarly, we have entered into certain agreements with Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear & Industrial Services, LLC for certain planning, engineering, manufacturing and support activities, and JGC Holdings Corporation, an affiliate of Japan NuScale Innovation, LLC, related to the EPC and commissioning of the first NuScale SMR-based plant, with Samsung C&T Corporation related to certain EPC activities; and with GS Energy with respect to project development in certain markets.
Current wording
We rely heavily upon our relationship with ENTRA1 to commercialize our NPM and our other products and services, as well as our relationships with Fluor, the largest stockholder in NuScale Corp, and other investors and strategic partners. As our exclusive global strategic partner, ENTRA1 holds the exclusive rights for the worldwide commercialization, distribution, sales and development of our products, services and power plants pursuant to the amended and restated Strategic Alliance Agreement, effective May 7, 2025 (the “Strategic Alliance Agreement”), which also restricts our ability to directly or indirectly contact or enter into arrangements with anyone who has, or had, a relationship with ENTRA1. We granted Fluor certain rights to provide engineering, procurement and construction services in connection with NuScale’s general plant design, project-specific designs and services typically performed by Fluor or its direct competitors. Similarly, we have entered into certain agreements with Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear & Industrial Services, LLC for certain planning, engineering, manufacturing and support activities with JGC Holdings Corporation, an affiliate of Japan NuScale Innovation, LLC, related to the engineering, procurement and construction (“EPC”) and commissioning of the first NuScale SMR-based plant, with Samsung C&T Corporation related to certain EPC activities; and with GS Energy with respect to project development in certain markets.
Previous wording
Our strategic partners may have interests that diverge from our interests, and which may hinder our ability to negotiate sales to customers. If we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building nuclear plants, developing NuScale SMRs, or commercializing our products and services. In addition, in the event of a termination of the Strategic Alliance Agreement with ENTRA1, there will be restrictions on our ability to pursue certain opportunities without ENTRA1 or to contact or enter into any arrangement with anyone that has a relationship with ENTRA1. The termination of any of the Strategic Alliance Agreement, the agreements with Fluor to provide engineering, procurement and construction services, the agreements with Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear & Industrial Services, LLC, or those with JGC Holdings Corporation, Samsung C&T Corporation, or GS Energy could substantially hinder our ability to expand our production capacity and installation of NuScale power plants and could materially adversely affect our business, prospects, financial condition, results of operations and/or reputation.
Current wording
Our strategic partners may have interests that diverge from our interests, and which may hinder our ability to negotiate sales to customers. If we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building nuclear plants, developing NuScale SMRs, or commercializing our products and services. In addition, in the event of a termination of the Strategic Alliance Agreement, there will be non-circumvention restrictions on our ability to pursue certain opportunities without ENTRA1 or to contact or enter into any arrangement with anyone that has, or had, a relationship with ENTRA1, and may subject the Company to significant damages in the event the Company causes a material breach. The termination of any of the Strategic Alliance Agreement or agreements described above with Fluor, Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear & Industrial Services, LLC, JGC Holdings Corporation, Samsung C&T Corporation, or GS Energy could substantially hinder our ability to expand our production capacity and installation of NuScale power plants and could materially adversely affect our business, prospects, financial condition, results of operations and/or reputation.
Previous wording
Changes in US trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.
Current wording
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.
Previous wording
The US government has indicated its intent to adopt a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also initiated or is considering the imposition of tariffs on certain foreign goods. Changes in US trade policy have resulted in many US trading partners adopting responsive trade policies, and additional responsive trade policies could be adopted in the future. These measures could also result in increased costs for goods imported into the United States. This in turn could require us to increase prices to our customers, or, if we are unable to increase prices, result in lowering our margin on products sold.
Current wording
The federal government has indicated its intent to adopt a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also initiated or is considering the imposition of tariffs on certain foreign goods. Changes in U.S. trade policy have resulted in many U.S. trading partners adopting responsive trade policies, and additional responsive trade policies could be adopted in the future. These measures could also result in increased costs for goods imported into the United States. This in turn could require us to increase prices to our customers, or, if we are unable to increase prices, result in lowering our margin on products sold.
Previous wording
Our long-lead time components are manufactured overseas, and tariffs on such components would increase our costs to the extent those components are imported into the US. If there are retaliatory tariffs imposed by countries to which we are exporting, we may not be able to pass the cost through to our customers or our products could be less competitive as compared to competitors.
Current wording
Our long-lead time components are manufactured overseas, and tariffs on such components would increase our costs to the extent those components are imported into the U.S. If there are retaliatory tariffs imposed by countries to which we are exporting, we may not be able to pass the cost through to our customers or our products could be less competitive as compared to competitors.