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
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Item 1. Financial Statements
Condensed Consolidated Balance Sheet
| (in thousands, except share and per share amounts) | June 30, 2025 | December 31, 2024 |
|---|---|---|
| ASSETS · (Unaudited) | ||
| Current Assets | ||
| Cash and cash equivalents | $297,695 | $401,556 |
| Short-term investments | 123,051 | 40,000 |
| Restricted cash | 5,100 | 5,100 |
| Prepaid expenses | 3,918 | 3,377 |
| Accounts and other receivables, net (2025 - $2,676; 2024 - $3,655 from related party) | 12,796 | 21,104 |
| Total current assets | 442,560 | 471,137 |
| Property, plant and equipment, net | 1,846 | 2,421 |
| In-process research and development | 16,900 | 16,900 |
| Intangible assets, net | 616 | 704 |
| Goodwill | 8,255 | 8,255 |
| Long-lead material work in process | 64,338 | 43,388 |
| Investments | 69,168 | — |
| Other assets | 2,769 | 1,868 |
| Total Assets | $606,452 | $544,673 |
| LIABILITIES AND EQUITY | ||
| Current Liabilities | ||
| Accounts payable and accrued expenses | $64,629 | $47,947 |
| Accrued compensation | 6,299 | 7,330 |
| Long-lead material liability | 32,323 | 32,327 |
| Other accrued liabilities | 1,376 | 1,356 |
| Deferred revenue | 299 | 762 |
| Total current liabilities | 104,926 | 89,722 |
| Noncurrent liabilities | 2,321 | 1,650 |
| Deferred revenue | 343 | 181 |
| Total Liabilities | 107,590 | 91,553 |
| Stockholders’ Equity | ||
| Class A common stock, par value $0.0001 per share, 332,000,000 shares authorized, 133,753,450 and 122,842,474 shares outstanding as of June 30, 2025 and December 31, 2024, respectively | 13 | 12 |
| Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 150,983,449 and 154,254,663 shares outstanding as of June 30, 2025 and December 31, 2024, respectively | 15 | 15 |
| Additional paid-in capital | 1,101,566 | 995,745 |
| Accumulated deficit | (408,723) | (377,077) |
| Total Stockholders’ Equity Excluding Noncontrolling Interests | 692,871 | 618,695 |
| Noncontrolling interests | (194,009) | (165,575) |
| Total Stockholders' Equity | 498,862 | 453,120 |
| Total Liabilities and Stockholders' Equity | $606,452 | $544,673 |
Condensed Consolidated Statements of Operations
(Unaudited)
| (in thousands, except share and per share amounts) | Three Months Ended June 30, | Six Months Ended June 30, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue (2025 - $7,431 and $14,700; 2024 - $523 and $523 from related party) | $8,054 | $967 | $21,429 | $2,346 |
| Cost of sales | (6,273) | (850) | (12,646) | (1,585) |
| Gross Margin | 1,781 | 117 | 8,783 | 761 |
| Research and development expenses | 11,802 | 12,132 | 20,933 | 25,287 |
| General and administrative expenses | 22,523 | 16,827 | 45,787 | 36,186 |
| Other expenses (2025 - $0 and $0; 2024 - $0 and $108 from related party) | 10,538 | 13,036 | 20,472 | 25,139 |
| Loss From Operations | (43,082) | (41,878) | (78,409) | (85,851) |
| Sponsored cost share | 21 | 2,448 | 84 | 5,844 |
| Change in fair value of warrant liabilities | — | (36,733) | — | (45,778) |
| Interest income | 5,452 | 1,725 | 10,663 | 3,267 |
| Loss Before Income Taxes | (37,609) | (74,438) | (67,662) | (122,518) |
| Foreign income taxes | — | — | 342 | — |
| Net Loss | (37,609) | (74,438) | (68,004) | (122,518) |
| Net loss attributable to noncontrolling interests | (19,968) | (46,821) | (36,358) | (78,329) |
| Net Loss Attributable to Class A Common Stockholders | $(17,641) | $(27,617) | $(31,646) | $(44,189) |
| Loss per Share of Class A Common Stock: | ||||
| Basic and Diluted | $(0.13) | $(0.31) | $(0.24) | $(0.52) |
| Weighted-Average Shares of Class A Common Stock Outstanding: | ||||
| Basic and Diluted | 133,417,743 | 89,553,679 | 130,583,744 | 84,569,371 |
Condensed Consolidated Statements of Changes in Stockholders’ Equity
| (in thousands) | Common Stock | |||||||
|---|---|---|---|---|---|---|---|---|
| Class A · Class B · Additional Paid-in Capital · Accumulated Deficit · Noncontrolling Interests · TotalStockholders’Equity | ||||||||
| Shares · Amount · Shares · Amount | ||||||||
| Balances at March 31, 2025 (Unaudited) | 133,031 | $13 | 151,007 | $15 | $1,095,062 | $(391,082) | $(174,522) | $529,486 |
| Equity-based compensation expense | — | — | — | — | 5,239 | — | — | 5,239 |
| Exercise of common share options and vested RSUs | 699 | — | — | — | 1,746 | — | — | 1,746 |
| Issuance of Class A common stock | — | — | — | — | — | — | — | — |
| Exchange of combined interests for Class A common stock | 23 | — | (23) | — | — | — | — | — |
| Rebalancing of ownership percentage for conversion of combined interest into Class A shares | — | — | — | — | (481) | — | 481 | — |
| Foreign income tax accrual to noncontrolling interests | — | — | — | — | — | — | — | — |
| Net loss | — | — | — | — | — | (17,641) | (19,968) | (37,609) |
| Balances at June 30, 2025 (Unaudited) | 133,753 | $13 | 150,984 | $15 | $1,101,566 | $(408,723) | $(194,009) | $498,862 |
| (in thousands) | Common Stock | |||||||
|---|---|---|---|---|---|---|---|---|
| Class A · Class B · Additional Paid-in Capital · Accumulated Deficit · Noncontrolling Interests · TotalStockholders’Equity | ||||||||
| Shares · Amount · Shares · Amount | ||||||||
| Balances at December 31, 2024 | 122,842 | $12 | 154,255 | $15 | $995,745 | $(377,077) | $(165,575) | $453,120 |
| Equity-based compensation expense | — | — | — | — | 9,697 | — | — | 9,697 |
| Exercise of common share options and vested RSUs | 3,091 | — | — | — | 4,708 | — | — | 4,708 |
| Issuance of Class A common stock | 4,549 | 1 | — | — | 99,756 | — | — | 99,757 |
| Exchange of combined interests for Class A common stock | 3,271 | — | (3,271) | — | — | — | — | — |
| Rebalancing of ownership percentage for conversion of combined interest into Class A shares | — | — | — | — | (8,340) | — | 8,340 | — |
| Foreign income tax accrual to noncontrolling interests | (416) | (416) | ||||||
| Net loss | — | — | — | — | — | (31,646) | (36,358) | (68,004) |
| Balances at June 30, 2025 (Unaudited) | 133,753 | $13 | 150,984 | $15 | $1,101,566 | $(408,723) | $(194,009) | $498,862 |
| (in thousands) | Common Stock | |||||||
|---|---|---|---|---|---|---|---|---|
| Class A · Class B · Additional Paid-in Capital · Accumulated Deficit · Noncontrolling Interests · TotalStockholders’Equity | ||||||||
| Shares · Amount · Shares · Amount | ||||||||
| Balances at March 31, 2024 (Unaudited) | 86,760 | $9 | 154,473 | $15 | $382,068 | $(257,026) | $3,625 | $128,691 |
| Equity-based compensation expense | — | — | — | — | 4,278 | — | — | $4,278 |
| Exercise of common share options and vested RSUs | 1,520 | — | — | — | 3,754 | — | — | $3,754 |
| Issuance of Class A common stock | 4,198 | — | — | — | 31,026 | — | — | $31,026 |
| Exchange of combined interests for Class A common stock | 8 | — | (8) | — | — | — | — | $— |
| Rebalancing of ownership percentage for conversion of combined interest into Class A shares | — | — | — | — | (178) | — | 178 | $— |
| Net loss | — | — | — | — | — | (27,617) | (46,821) | $(74,438) |
| Balances at June 30, 2024 (Unaudited) | 92,486 | $9 | 154,465 | $15 | $420,948 | $(284,643) | $(43,018) | $93,311 |
| (in thousands) | Common Stock | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A · Class B · Additional Paid-in Capital · Accumulated Deficit · Noncontrolling Interests · TotalStockholders’Equity | |||||||||||||||
| Shares · Amount · Shares · Amount | |||||||||||||||
| Balances at December 31, 2023 | 76,895 | $8 | 154,477 | $15 | $333,888 | $(240,454) | $35,881 | $129,338 | |||||||
| Equity-based compensation expense | — | — | — | — | 6,496 | — | — | 6,496 | |||||||
| Exercise of common share options and vested RSUs | 2,882 | — | 7,354 | 7,354 | |||||||||||
| Issuance of Class A common stock | 12,697 | 1 | 72,640 | $72,641 | |||||||||||
| Exchange of combined interests for Class A common stock | 12 | — | (12) | — | — | ||||||||||
| Rebalancing of ownership percentage for conversion of combined interest into Class A shares | 570 | (570) | — | ||||||||||||
| Net loss | — | (44,189) | (78,329) | (122,518) | |||||||||||
| Balances at June 30, 2024 (Unaudited) | 92,486 | $9 | 154,465 | $15 | $420,948 | $(284,643) | $(43,018) | $93,311 | |||||||
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| OPERATING CASH FLOW | ||
| Net Loss | $(68,004) | $(122,518) |
| Adjustments to reconcile net loss to operating cash flow: | ||
| Depreciation | 529 | 892 |
| Amortization of intangibles | 89 | 89 |
| Equity-based compensation expense | 9,697 | 6,496 |
| Disposal of property, plant and equipment | 46 | — |
| Impairment of intangible asset | — | 71 |
| Gain on insurance proceeds received for damage to property, plant and equipment | — | (122) |
| Change in fair value of warrant liabilities | — | 45,778 |
| Other Changes in assets and liabilities: | ||
| Prepaid expenses and other assets | (600) | 7,676 |
| Accounts and other receivables (2025 - $979; 2024 - $2,119 from related party) | 8,310 | 1,752 |
| Long-lead material work in process | (20,959) | (4,866) |
| Long-lead material liability | (4) | 122 |
| Accounts payable and accrued expenses (2025 - $0; 2024 - $2,847 from related party) | 16,222 | (273) |
| Net change in right of use assets and lease liabilities | (103) | (986) |
| Deferred revenue | (300) | (820) |
| Accrued compensation | (1,030) | (2,812) |
| Net Cash Used in Operating Activities | (56,107) | (69,521) |
| INVESTING CASH FLOW | ||
| Sale of short-term investments | 20,000 | — |
| Purchase of short-term investments | (103,051) | — |
| Purchase of investments | (69,168) | — |
| Insurance proceeds received for damage to property, plant and equipment | — | 195 |
| Net Cash (Used) Provided by Investing Activities | (152,219) | 195 |
| FINANCING CASH FLOW | ||
| Proceeds from the issuance of common stock, net of issuance fees | 99,757 | 72,641 |
| Proceeds from exercise of common share options | 4,708 | 7,354 |
| Net Cash Provided by Financing Activities | 104,465 | 79,995 |
| Net Change in Cash, Cash Equivalents and Restricted Cash | (103,861) | 10,669 |
| Cash, cash equivalents and restricted cash: | ||
| Beginning of period | 406,656 | 125,365 |
| End of period | $302,795 | $136,034 |
| Summary of Noncash Investing and Financing Activities: | ||
| Accrued foreign income tax withholding to noncontrolling interests | $416 | $— |
| Supplemental disclosures of cash flow information: | ||
| Foreign income taxes paid | $1,600 | $— |
- Nature of Business
Organization
NuScale Power Corporation (“NuScale Corp”) is incorporated under the laws of Delaware. The Company is the primary beneficiary of NuScale LLC, a variable interest entity (“VIE”), and all activity of NuScale LLC and the Company are consolidated herein. NuScale LLC is a limited liability company organized in Oregon in 2011. “NuScale”, the “Company”, “us”, “we” and “our” refer to NuScale Corp and its consolidated subsidiaries.
Operations
NuScale is commercializing a modular, scalable electric Light Water Reactor nuclear power plant with 77 megawatt (gross) NPMs, using exclusive rights to a nuclear power plant design obtained from Oregon State University (“OSU”). The following represents key milestones in the development of this technology:
December 2016: Design Certification Application (“DCA”) completed;
January 2017: DCA submitted to the NRC;
March 2017: DCA accepted for review by the NRC;
August 2020: NRC issued the Final Safety Evaluation Report ("FSER");
July 2023: SDA Application and associated licensing topical reports accepted for formal review by the NRC; and
May 2025: NRC finalized their review and approved the SDA.
The FSER represented the NRC’s completion of its technical review and approval of the NuScale SMR design. Now that the NRC has also approved the SDA, customers are able to proceed with plans to develop NuScale power plants and file applications seeking permission to build and operate an SMR in the United States that utilizes the 77 megawatt-per-module NPM design.
The Company has partnered with ENTRA1, who acts as NuScale’s exclusive global strategic partner for the commercialization and development of power plants utilizing NPMs.
The Company’s activities are subject to significant risks and uncertainties, including failing to secure funding to sustain operations until we reach commercialization and secure customers.
The majority of the Company’s operations and long-lived assets were attributable to operations in the United States other than the long-lead material work in process being manufactured in South Korea during the 2025 and 2024 fiscal years.
- Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements and related notes do not include notes and certain financial information normally presented annually under GAAP, and therefore should be read in conjunction with our 2024 Annual Report on Form 10-K. Accounting measures at interim dates inherently involve greater reliance on estimates than at year-end. Although such estimates are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available, our reported results of operations may not necessarily be indicative of results that we expect for the full year.
These financial statements are unaudited. In management’s opinion, they contain all adjustments of a normal recurring nature that are necessary to present fairly our financial position and our operating results as of and for the interim periods presented.
Principles of Consolidation
As part of the Transaction, NuScale Corp has been determined to be the primary beneficiary of NuScale LLC, a VIE. As the sole managing member of NuScale LLC, NuScale Corp has both the power to direct the activities, and direct ownership to share in the revenues and expenses, of NuScale LLC. As such, all the activity of NuScale LLC has been consolidated in the accompanying condensed consolidated financial statements. All assets and liabilities included in the balance sheet are that of NuScale LLC, other than certain prepaid assets and accounts payable and accrued expenses. All significant intercompany transactions have been eliminated upon consolidation.
Cash, Cash Equivalents, Investments and Restricted Cash
Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at the time of purchase. Our Short-term investments have an initial maturity of between three and twelve months at the time of purchase, while anything with a maturity in excess of twelve months is included as Investments on the condensed consolidated balance sheet.
Cash in the amount of $5,100 at June 30, 2025 and December 31, 2024 is restricted as collateral for the letter of credit associated with the Release Agreement with CFPP LLC, and is identified as Restricted cash in the condensed consolidated balance sheet. The restricted cash balance plus cash and cash equivalents on the condensed consolidated balance sheet equals cash, cash equivalents and restricted cash, as reflected in the condensed consolidated statements of cash flows.
Revenue Recognition
In addition to advancing the commercialization of its SMR, NuScale provides engineering and licensing services, while also charging licensing fees to customers.
The Company recognizes fixed price contract revenue with multiple performance obligations as each obligation is completed. The Company allocates the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. For performance obligations satisfied at a point in time, we recognize revenue when delivery of the promised good has occurred or the service has been rendered. For performance obligations satisfied over time we use the cost to cost input method to estimate the amount to recognize. Revenue recognized on contracts that has not been billed to customers is classified as a current asset under Accounts and other receivables on the condensed consolidated balance sheet. Amounts billed to clients in excess of revenue recognized are classified as Deferred revenue.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. Qualitative disclosures about any remaining amounts in relevant expense line items must be provided. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on our consolidated financial statements.
- Noncontrolling Interests and Loss Per Share
Noncontrolling Interests
Following the Transaction, holders of Class A common stock own direct controlling interests in the results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s condensed consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B units. The following table summarizes the economic interests of NuScale Corp between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders.
| As of and for the Three Months Ended June 30, | As of and for the Six Months Ended June 30, | |||
|---|---|---|---|---|
| Noncontrolling Interests | 2025 | 2024 | 2025 | 2024 |
| NuScale Corp Class A common stock | ||||
| Beginning of period | 133,031,072 | 86,760,243 | 122,842,474 | 76,895,166 |
| Exchange of combined interests for Class A common stock | 22,922 | 8,660 | 3,271,214 | 12,297 |
| Issuance of Class A common stock | — | 4,198,064 | 4,548,127 | 12,696,994 |
| Exercise of options, warrants and vested RSUs | 699,456 | 1,519,391 | 3,091,635 | 2,881,901 |
| End of period | 133,753,450 | 92,486,358 | 133,753,450 | 92,486,358 |
| NuScale LLC Class B Units (NCI) | ||||
| Beginning of period | 151,006,371 | 154,473,395 | 154,254,663 | 154,477,032 |
| Exchange of combined interests for Class A common stock | (22,922) | (8,660) | (3,271,214) | (12,297) |
| End of period | 150,983,449 | 154,464,735 | 150,983,449 | 154,464,735 |
| Total | ||||
| Beginning of period | 284,037,443 | 241,233,638 | 277,097,137 | 231,372,198 |
| Issuance of Class A common stock | — | 4,198,064 | 4,548,127 | 12,696,994 |
| Exercise of options, warrants and vested RSUs | 699,456 | 1,519,391 | 3,091,635 | 2,881,901 |
| End of period | 284,736,899 | 246,951,093 | 284,736,899 | 246,951,093 |
The ownership percentages of the controlling and noncontrolling interests are as follows:
| As of and for the Three Months Ended June 30, | As of and for the Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| NuScale Corp Class A common stock | ||||
| Beginning of period | 46.8% | 36.0% | 44.3% | 33.2% |
| End of period | 47.0% | 37.5% | 47.0% | 37.5% |
| NuScale LLC Class B Units (NCI) | ||||
| Beginning of period | 53.2% | 64.0% | 55.7% | 66.8% |
| End of period | 53.0% | 62.5% | 53.0% | 62.5% |
The NCI may decrease according to the number of shares of Class B common stock and NuScale LLC Class B units that are exchanged for shares of Class A common stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of Class A common stock received in a contemporaneous equity issuance. After each exchange, NuScale LLC equity attributable to NuScale Corp is rebalanced to reflect the change in ownership percentage, which is calculated above based on Class B units and Class A shares, as a percentage of Combined interests.
Loss Per Share
Basic loss per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of RSUs, Stock Options and Warrants using the “treasury stock” method and for all other interests that convert into potential shares of Class A common stock, if any, using the “if converted” method. Net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the Company’s share of NuScale LLC’s net loss, net of NuScale Corp taxes, after giving effect to all other interests that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.
The following table sets forth the computation of basic and diluted net loss per share of Class A common stock. Class B common stock represents a right to castone vote per share at the NuScale Corp level, and carries no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented.
| As of and for the Three Months Ended June 30, | As of and for the Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net loss attributable to Class A common stockholders | $(17,641) | $(27,617) | $(31,646) | $(44,189) |
| Weighted-average shares for basic and diluted loss per share | 133,417,743 | 89,553,679 | 130,583,744 | 84,569,371 |
| Basic and Diluted loss per share of Class A common stock | $(0.13) | $(0.31) | $(0.24) | $(0.52) |
| Anti-dilutive securities excluded from shares outstanding: | ||||
| Shares of Class B common stock | 150,983,449 | 154,464,735 | 150,983,449 | 154,464,735 |
| Stock options | 5,199,984 | 9,884,004 | 5,199,984 | 9,884,004 |
| Warrants | — | 18,458,701 | — | 18,458,701 |
| Time-based RSUs | 4,493,419 | 5,975,343 | 4,493,419 | 5,975,343 |
| Total | 160,676,852 | 188,782,783 | 160,676,852 | 188,782,783 |
On November 8, 2024, NuScale entered into a 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 $200,000 (“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 $102,416 and $99,757, 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 $26,422, eligible for sale under the ATM Program.
Previous to the current ATM Program, the Company utilized a similar agreement under which the Company offered and sold shares of the NuScale Corp’s Class A common stock. During the three months ended June 30, 2024, the previous ATM generated gross and net proceeds of $31,821 and $31,025, respectively, selling 4,198,064 shares of Class A common stock, with a weighted average price of $7.58 per share. During the six months ended June 30, 2024, the previous ATM generated gross and net proceeds of $74,502 and $72,639, respectively, selling 12,696,994 shares of Class A common stock, with a weighted average price of $5.87 per share.
- Fair Value Measurement
The Company measures certain financial assets and liabilities at fair value. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy, which prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).
The levels of hierarchy are described below:
Level 1 Quoted prices in active markets for identical instruments;
Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most stringent level of input that is significant to the fair value measurement.
The carrying amount of certain financial instruments, including deposits, accounts payable and accrued expenses, approximates fair value due to their short maturities. Our cash equivalents consist of money market funds denominated in U.S. dollars, certificates of deposit and United States treasury bills (“Treasury Bills”). Our Short-term investments consist of Treasury Bills, Certificates of Deposit and United States Government Mortgage-backed Securities (“U.S. Government Securities”), while our noncurrent Investments consist of U.S. Government Securities and Corporate Bonds issued by major United States banks (“Corporate Bonds”). The Treasury Bills, U.S. Government Securities and Corporate Bonds are all rated A1 or above and are classified as held-to-maturity and carried at amortized cost, as the Company has the intent and the ability to hold them until they mature. The carrying values of the Treasury Bills, U.S. Government Securities and Corporate Bonds are adjusted for accretion of discounts over the remaining life of the investment, while interest is recognized in interest income in the Company’s condensed consolidated statement of operations.
In determining the allowance for expected credit losses under ASC 326, Credit Losses, the credit quality and collectability of each class of financial assets are evaluated. For our Treasury Bills, U.S. Government Securities, Certificates of Deposit and Corporate Bonds, based on the maturity of the instruments and the strong credit ratings and historical performance of the counterparty, analysis indicates a minimal probability of default, and therefore, the expected credit loss is considered to be negligible.
The following table represents the Company’s financial assets measured at fair value on a recurring basis at June 30, 2025, while no such financial instruments were held at December 31, 2024:
| Amortized Cost Basis · Fair Value Measurements Using | |||||||
|---|---|---|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Total | |||||||
| Cash Equivalents: | |||||||
| Treasury Bills | 19,190 | — | 19,190 | — | 19,190 | ||
| Certificates of Deposit | 35,000 | 35,000 | 35,000 | ||||
| Money Market Accounts | 4,724 | 4,724 | — | — | 4,724 | ||
| Short-term Investments: | |||||||
| Treasury Bills | 49,576 | — | 49,572 | — | 49,572 | ||
| Certificates of Deposit | 70,000 | 70,000 | 70,000 | ||||
| U.S. Government Securities | 3,475 | — | 3,472 | — | 3,472 | ||
| Investments: | |||||||
| U.S. Government Securities | 55,107 | — | 55,040 | — | 55,040 | ||
| Corporate Bonds | 14,061 | — | 14,068 | — | 14,068 | ||
| Total as of June 30, 2025 | 251,133 | 4,724 | 246,342 | — | 251,066 | ||
- Accounts and Other Receivables
Accounts and other receivables, net include reimbursement requests outstanding from the cost share awards, interest receivable and commercial accounts receivable. The cost share reimbursement requests are recognized as eligible costs are incurred. Reimbursement under the awards is recognized as award funds are obligated, and are included in Sponsored cost share in the condensed consolidated statement of operations. Interest receivable of $2,278 and $1,398 was outstanding at June 30, 2025 and December 31, 2024, respectively.
Accounts receivable are presented net of allowance for credit losses. Management estimates an allowance for credit losses by evaluating customer and transaction-specific conditions, including adverse situations that may affect a customer’s ability to pay, as well as both microeconomic and macroeconomic factors.
Interest receivable earned from our financial assets measured at fair value is analyzed under ASC 326, Credit Losses. Based on the analysis of the underlying financial instruments, it is considered to be negligible.
As of December 31, 2024, the Company had an allowance for credit losses of $1,000, with no change to this allowance during the six months ended June 30, 2025.
- Property, Plant and Equipment
Property, plant and equipment consisted of the following:
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| Furniture and fixtures | $27 | $27 |
| Office and computer equipment | 5,021 | 5,050 |
| Software | 11,855 | 11,855 |
| Operations equipment | 1,165 | 1,165 |
| Leasehold improvements | 2,189 | 2,189 |
| 20,257 | 20,286 | |
| Less: Accumulated depreciation | (18,411) | (17,909) |
| Add: Assets under development | — | 44 |
| Net property, plant and equipment | $1,846 | $2,421 |
Depreciation of property, plant and equipment for the three months ended June 30, 2025 and 2024 was $260 and $402, respectively. Of these amounts, $59 and $201 is included in G&A expenses and Other expense, respectively, for the 2025 fiscal year and $80 and $322, respectively, for the 2024 fiscal year.
Depreciation of property, plant and equipment for the six months ended June 30, 2025 and 2024 was $529 and $892, respectively. Of these amounts, $120 and $409 is included in G&A expenses and Other expense, respectively, for the 2025 fiscal year and $174 and $718, respectively, for the 2024 fiscal year.
- Long-Lead Material Work In Process and Liability
As part of the LLM Agreement with CFPP LLC, the Company subcontracted for the purchase of certain long-lead materials (“LLM”) in the amount of $55,700, that were to be used in the fabrication of NPMs on behalf of CFPP LLC. This LLM Agreement has since been suspended, and wind down procedures have begun, with the ultimate disposition of the LLM to be negotiated between the Company, CFPP LLC and DOE. Upon final settlement of the LLM Agreement, and once DOE is compensated for its investment in the LLM (stemming from DOE’s funding under its cost share agreement with CFPP LLC), NuScale will obtain all rights and obligations of the LLM.
As a result of DOE’s investment in the LLM, as of June 30, 2025 and December 31, 2024, NuScale has included a Long-lead material liability on the accompanying condensed consolidated balance sheet in the amount of$32,323 and$32,327, respectively, for the estimated cost to gain 100% of the LLM, once completed.
The Company has continued to advance its investment into LLM, which represents in-process inventory recorded at cost and is identified as Long-lead material work in process on the condensed consolidated balance sheet in the amount of$64,338 and $43,388 as of June 30, 2025 and December 31, 2024, respectively.
- Segment Information
The Company presently operates inone business segment, the commercialization of a modular, scalable electric Light Water Reactor nuclear power plant, with 77 megawatt (gross) NPMs. In the future the Company also plans to generate revenue by providing critical services, such as start-up and testing and nuclear fuel and refueling services, over the life cycle of each power plant. However, at the Company’s current stage, all significant revenue generated to date arises from engineering and licensing fees and services provided to potential customers, with the end goal of selling NPMs.
The Company has determined that its Chief Executive Officer (“CEO”), Chief Commercial Officer (“CCO”) and Chief Financial Officer (“CFO”) are its chief operating decision makers (“CODM”). During the three and six months ended June 30, 2025 and 2024, these individuals made decisions on resource allocation, assessed performance of the business and monitored budget versus actual results using Net loss, which is provided in the accompanying condensed consolidated statements of operations. These measures are used to allocate resources for business activities on a consolidated basis as the Company operates inone reportable segment. The Company does not use a measure of segment assets in its decision making. When evaluating how to allocate resources, CODMs primarily focus on Labor costs, which are the significant expenses within Loss from operations and Net loss. Labor costs, which include salaries and wages and equity-based compensation, totaled $20,055 and $19,122 for the three months ended June 30, 2025 and 2024, respectively, while Labor costs totaled $37,758 and $36,153 for the six months ended June 30, 2025 and 2024, respectively. Labor costs are included in all three of the Company’s operating expense line items on the condensed consolidated statements of operations.
- Revenue
The following table presents our revenue disaggregated into categories based on the nature of such revenues:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||
|---|---|---|---|---|
| Revenue Categories | 2025 | 2024 | 2025 | 2024 |
| Power Plant and NPM related services | $7,435 | $861 | $20,404 | $2,087 |
| Energy Exploration Centers | 551 | 57 | 923 | 170 |
| Other | 68 | 49 | 102 | 89 |
| Total | $8,054 | $967 | $21,429 | $2,346 |
- Employee Benefits
The Company sponsors a defined contribution 401(k) Plan with contributions to be made at the sole discretion of management. Under the provisions of the 401(k) Plan, the Company matches the employees’ contributions for the first 3% of compensation and matches 50% of the employees’ contributions for the next 2% of compensation. The expense recorded for the 401(k) Plan was $365 and $526 for the three months ended June 30, 2025 and 2024, respectively, while for the six months ended June 30, 2025 and 2024, the Company expensed $1,025 and $1,139, respectively.
- Income Taxes
NuScale LLC was historically and remains a partnership for U.S. federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of NuScale LLC.
The effective tax rate was 0% for the three and six months ended June 30, 2025 and 2024. The effective income tax rate for the three and six months ended June 30, 2025 differed significantly from the statutory rates, primarily due to the losses allocated to the NCI and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Transaction.
During the three and six months ended June 30, 2025 and 2024, the Company incurredno domestic income tax, but did incur $342 in foreign withholding tax expense in the country of Romania during the six months ended June 30, 2025.
The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at NuScale Corp as of June 30, 2025, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.
The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.
On July 4, 2025, President Trump signed into law The One Big Beautiful Bill Act (OBBBA), which is a comprehensive piece of legislation with significant business tax impacts, aimed at extending provisions from the 2017 Tax Cuts and Jobs Act as well as introducing new changes. The OBBBA includes restoring 100% bonus depreciation for certain property, eliminates the requirement to capitalize research and development expenses, and reverts the limitation on business interest deductions to 30% of EBITDA for tax years beginning after December 31, 2024. The OBBBA modifies clean energy tax incentives and adjusts international tax rules. The impact of the OBBBA on the Company is currently being quantified.
- Equity-Based Compensation
Time-based RSUs
On February 28, 2025, the Board approved 1,611,357 employee time-based RSU awards, of which 1,576,743 RSUs were granted during the six months ended June 30, 2025, for an aggregate value of $28,009, while during the same period in the prior year,4,598,635 RSUs with an aggregate value of $14,716 were granted to employees. Both awards vest one-third annually from the grant date. During the three and six months ended June 30, 2025,1,921,580 RSUs vested with Class A common shares issued.
- Related Party Transactions
From time to time, NuScale enters into strategic agreements with Fluor, whereby Fluor or the Company perform services for one another. While the Company incurredno expenses related to Fluor during the 2025 fiscal year, during the six months ended June 30, 2024, NuScale incurred expenses of $108. No amounts were due to Fluor at June 30, 2025 or December 31, 2024.
For the three and six months ended June 30, 2025, the Company earned revenue of $7,431 and $14,700, respectively, from Fluor, while earning $523 for both the three and six months ended June 30, 2024. At June 30, 2025 and December 31, 2024, Fluor owed the Company $2,676 and $3,655, respectively, which are included in Accounts and other receivables, net on the condensed consolidated balance sheet.
For the three and six months ended June 30, 2025, Fluor accounted for 92% and 69%, respectively, of total revenue, while for the same periods in the prior year, Fluor accounted for 54% and 22%, respectively.
- Commitments and Contingencies
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.
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 asserted 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. On July 1, 2025, after granting the Company’s motion to dismiss, the court entered a judgment dismissing the consolidated case with prejudice.
On December 10, 2024, a purported class action lawsuit titled Tucker v. NuScale Power Corporation, et al., Case No. 2024-1272-NAC (Del. Ch. Ct.) was filed in the Court of Chancery of the State of Delaware. The lawsuit names the Company, eight current board members andone former board member as defendants. The lawsuit broadly alleges that the Company’s corporate opportunity waiver provision contained in the Company’s Certificate of Incorporation is overbroad and impermissibly waives certain fiduciary duties in contradiction to state statutory law. The named plaintiff seeks injunctive and declaratory relief, certification as class representative, and costs and fees for a to-be certified class of plaintiffs. The Board determined that it was in the Company’s best interest to seek an early negotiated resolution of the lawsuit without admitting liability, and before incurring significant litigation costs.
The Company therefore submitted revised corporate opportunity waiver language to the stockholders in advance of the Company’s 2025 annual meeting with the recommendation that the stockholders adopt the proposal, explaining that while the Company believed that the existing waiver provision as currently drafted, comports with Delaware law, the proposed amendment would clarify that it is not, and was never, the Company’s intent to waive a fiduciary’s duty of loyalty, and that such waiver applies to a defined set of business opportunities. The proposed amendment would more closely align with the text of applicable Delaware statutory law, as well as the intent expressed by the state legislature in passing such laws.
Plaintiff, having been informed of the Company’s actions taken, then voluntarily dismissed the lawsuit. The stockholders thereafter voted to adopt the proposal and the Company’s Certificate of Incorporation was amended in connection therewith.
The parties have agreed that the Company shall pay plaintiff’s counsel $85 (the “Mootness Fee”) to resolve the anticipated application by plaintiff’s counsel for an award of attorney’s fees and reimbursement of expenses. In connection with the August 6, 2025 stipulated order closing the case, the Court ordered that the Company provide this notice. The Court has not and will not pass judgment on the amount of the Mootness Fee.
Doug Hoelscher et. al. v. John L. Hopkins, et. al. On May 14, 2025, three purported shareholders of NuScale Corp, Doug Hoelscher, Kimberly Hoelscher, and Cyril Hoelscher, filed suit in the U.S. District Court for the District of Oregon against certain of NuScale Corp’s current and former officers and directors, namely John L. Hopkins, Chris Colbert, Robert R. Hamady, Clayton Scott, James T. Hackett, Alan L. Boeckmann, Alvin C. Collins, Kent Kresa, Christopher Sorrells, Kimberly O. Warnica, Bum-Jin Chung, Shinji Fujino, and Jim Breuer. Plaintiffs alleged that certain members of NuScale Corp’s management made materially false and/or misleading statements and failed to disclose materially adverse facts about NuScale Corp’s business, operations and prospects, and specifically about NuScale Corp’s agreements with customers. Plaintiffs voluntarily dismissed the action on August 6, 2025.
In connection with DOE and UAMPS Award 8935, DOE designated NuScale as a subrecipient to UAMPS for the production of NPM 1, while classifying NuScale as a contractor or subcontractor for NPMs 2-12. As part of DOE’s classification of NuScale as a contractor or subcontractor for NPMs 2-12, DOE noted that should NuScale fail to initiate commercial operation of NPM 1, DOE has the right to demand repayment of the fees invoiced for NPMs 2-12. We have established a LLM liability on the consolidated balance sheet associated with this right in the amount of $32,323. We are currently in advanced discussions with the DOE and CFPP LLC to complete the transfer of all of right, title and interest in the LLM and execute the payment of the LLM liability.
Under the Release Agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of demobilization and wind down costs with CFPP LLC. This account is identified as Restricted cash in the amount of $5,100 on the accompanying condensed consolidated balance sheet and acts as collateral for the $5,000 letter of credit outstanding at June 30, 2025.
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.
In January 2025 we entered into sales and marketing agreements for services to be provided ratably over 2025 and these sales and marketing agreements were extended for one additional year, increasing the Company’s commitment by an additional $34,800.
The following table sets forth the principal cash obligations and commitments that the Company has entered into, assuming no renewals thereafter.
| Payments Due By Year | |||||
|---|---|---|---|---|---|
| Total | 2025 | 2026 | 2027 | 2028 | |
| Materials purchase commitments - LLM | $99,514 | $54,476 | $34,645 | $10,393 | $— |
| Supply chain readiness and manufacturing | $16,932 | 9,254 | 5,754 | 1,924 | — |
| Services commitments - Other | $25,833 | 4,935 | 10,729 | 6,869 | 3,300 |
| Sales and marketing agreements | $52,200 | 17,400 | 34,800 | — | — |
| Total | $194,479 | $86,065 | $85,928 | $19,186 | $3,300 |
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 $7,690.
- Subsequent Events
On July 31, 2025, the Company and Fluor entered into an Exchange and Lock-up Agreement that increased the maximum exchange limit in connection with the previously scheduled quarterly exchange of Class B units of NuScale LLC held by Fluor for Class A common stock of the Company to 15,000,000. The Exchange and Lock-up Agreement also subjects Fluor to certain lock-up and trading restrictions, subject to certain exceptions, with respect to any Class A common stock received by Fluor in the exchange.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.