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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

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Item 4. Controls and Procedures

Limitations of the Effectiveness of Control

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, and as a result of the material weakness described below, our CEO and CFO concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act. Under the supervision and with the participation of our CEO and CFO, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that the Company’s internal control over financial reporting was not effective for the period ended June 30, 2025 because of the material weakness described below.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

During the audit process related to our fiscal year ended December 31, 2024, management identified a material weakness in the design, implementation and documentation of (i) information technology general controls (“ITGC”) and (ii) internal controls across key financial reporting processes, which are necessary for the Company to achieve complete, accurate and timely reporting due to an insufficient complement of personnel, level of technical accounting and IT support within those areas to design and operate the controls.

Notwithstanding the identified material weaknesses, the Company's management, including our CEO and CFO, have determined, based on the procedures we have performed, that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition and results of operations as of and for the periods presented in accordance with U.S. Generally Accepted Accounting Principles.

Plan for Remediation of Material Weakness

In order to remediate the material weakness, we plan to invest significantly in the critical resources available to our team as well as in the support of our IT environment. The below areas will be our focus to remediate the material weakness:

Hiring of additional qualified personnel that have the appropriate level of technical accounting experience to enhance our control environment, including the expansion of formal financial reporting controls. Additionally, we will design and implement effective review and approval controls, as well as implement appropriate timely review and oversight responsibilities within the financial reporting function;

Engage expert SOX consultants to assist in the coordination, design, and testing of our control environment and deficiency remediation efforts, including ITGC and business processes;

Conduct trainings for control owners covering proper control design, execution and review documentation, and source data validation; and

Design and implement additional ITGCs to manage access and program changes across our key systems and improve IT-dependent and application controls for our in-scope systems.

We will not be able to fully remediate these material weaknesses until all of these steps have been completed and have been operating effectively for a sufficient period of time. We will incur significant costs in connection with these remediation efforts, and expect these efforts to require significant additional time, expense, and demands on our financial and operational resources. At this time, we cannot provide an estimate of the total costs expected to be incurred in connection with these remediation efforts.

Changes in Internal Controls over Financial Reporting

Other than the remediation measures discussed above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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