NUSCALE POWER Corp
For the period ended Sep 30, 2025. Filed Nov 6, 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.
Sep 30, 2025 · Filed Nov 6, 2025
SMR$5.08+16.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001822966-25-000133
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001822966-25-000175
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 57 previous paragraphs and 61 current paragraphs.
23 unchanged; 21 reworded; 16 added; 10 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 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 (16)
Current report
The Company has partnered with ENTRA1, 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. To this end, on August 27, 2025, NuScale LLC and ENTRA1 executed a Partnership Milestones Agreement (“PMA”). Under the PMA, the Company will make milestone contributions (“Milestone Contribution”) to ENTRA1, or its designated affiliate, for each NPM or other NuScale product that is anticipated to be placed in a contemplated project or power plant (each, an “Energy Project”). Under the PMA, NuScale is named the key supplier to future ENTRA1 Energy Projects with respect to the supply of SMR technology. The PMA also includes a negotiated maximum sale price for each NPM to be delivered and installed in an ENTRA1 Energy Project, subject to adjustments. It is anticipated that NuScale will enter into agreements for the delivery and installation of NPMs with ENTRA1.
Current report
The initial term of the PMA expires on December 31, 2045. The term of the PMA automatically renews for subsequent twenty-year periods, unless either party gives at least twelve months prior written notice before the end of the then relevant term. The PMA may be terminated by either party upon written notice if the other party: (i) becomes insolvent (as declared by a court of competent jurisdiction in a final non-appealable judgment); (ii) makes an assignment for the benefit of creditors; (iii) admits in writing its inability to pay debts as they mature; or (iv) is the subject of any proceeding filed by such other party under any bankruptcy or insolvency law that is not dismissed within 120 days.
Current report
As of September 30, 2025, the criteria for triggering Milestone Contribution 1 has been achieved for 72 NPMs, as ENTRA1 has entered into a non-binding agreement regarding NPMs with the Tennessee Valley Authority (“TVA”). On September 2, 2025, TVA announced the signing of an agreement under which ENTRA1 and TVA will collaborate to develop plants to provide TVA with up to 6 gigawatts of new nuclear power generation, with ENTRA1’s immediate strategy being the utilization of NuScale’s SMR equipment inside ENTRA1 Energy Plants TM. This achievement resulted in a one-time expense of $495.0 million included in General and administrative (“G&A”) expenses on the condensed consolidated statement of operations, a liability of $346.5 million included in Accounts payable and accrued expenses on the condensed consolidated balance sheet and a payment of $148.5 million, reflected as Net cash used in operating activities in the condensed consolidated statement of cash flows.
Current report
Research and development (“R&D”) expenses decreased $1.1 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as a result of the Company signing revenue-generating contracts that allow personnel to transition from R&D to commercial projects, resulting in an increase in Cost of sales and a reduction in R&D expenses.
Current report
G&A expenses increased $502.2 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to (a) the recognition of Milestone Contribution 1 of $495.0 million and (b) higher strategic business development costs of $3.6 million, both resulting from increased commercialization efforts, (c) $2.2 million in legal and accounting fees and (d) $1.1 million in higher compensation and equity-based compensation expense.
Current report
Other Expenses
Current report
Other expenses decreased $1.1 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, as a result of the Company’s increased commercial activities, allowing engineering & project personnel to work on commercial projects, resulting in an increase in Cost of sales and lower Other expenses.
Current report
Investment Income
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
Research and Development
Current report
R&D expenses decreased $5.5 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily as a result of signing revenue-generating contracts that allow management to redeploy engineering and project personnel from R&D activities, resulting in an increase in Cost of sales, as noted above, and $4.0 million of lower R&D costs. The Company also incurred lower professional fees of $2.0 million after receiving the NRC approval of the SDA in the second quarter of 2025.
Current report
Other Expenses
Current report
Investment Income
Current report
We believe we have sufficient cash and cash equivalents and investments, along with continued access to capital markets, to satisfy our cash requirements for the next 12 months and beyond. For additional information regarding these risk factors, see the Company’s 2024 Annual Report on Form 10-K and below in Part II, Item 1A “Risk Factors” of this Form 10-Q.
Current report
As part of the LLM Settlement, NuScale is required to pay CFPP LLC an amount equal to $32,323, on or before October 1, 2025. As this payment was made subsequent to September 30, 2025, it has been included in our commitments schedule below within the Materials purchase commitments - LLM.
Current report
As of September 30, 2025, the criteria for triggering payment of Milestone Contribution 1 under the PMA has been achieved, as ENTRA1 has entered into a non-binding agreement relating to 72 NPMs. This achievement resulted in a liability of $346.5 million, which is included in Accounts payable and accrued expenses on the condensed consolidated balance sheet, the payments of which are included in the commitments schedule below.
Removed paragraphs (10)
Previous report
Other
Previous report
Other expenses decreased during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, when there was a $3.2 million one-time charge associated with the workforce reduction in 2024 as we transitioned from an R&D-based company to a commercial company. This decrease was partially offset by higher equity-based compensation costs during the three months ended June 30, 2025.
Previous report
Interest Income
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
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 report
Other
Previous report
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 report
Sponsored Cost Share
Previous report
Interest Income
Previous report
We believe that based on our current level of operating expenses and currently available cash resources, we will have sufficient funds available to cover R&D activities and operating cash needs for the next twelve months and beyond. However, considering that we have not yet completed the development of a commercial product and have minimal revenue to date, we may require additional funds. Further, management plans to prudently manage its expenses and cash reserves into the future, recognizing the need to secure additional customer commitments to support long-term operations. For additional information regarding these risk factors, see the Company’s 2024 Annual Report on Form 10-K.
Reworded paragraphs (21)
Previous 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.
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 nine months ended September 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, including, but not limited to, those described under the sections entitled “Risk Factors” in this Form 10-Q and our 2024 Annual Report on Form 10-K. 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
Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In 2017, we submitted our Design Certification Application (“DCA”) to the U.S. Nuclear Regulatory Commission (“NRC”). On August 28, 2020, the NRC issued its Final Safety Evaluation Report, representing the NRC’s completion of its technical review. On September 11, 2020, the NRC issued its Standard Design Approval (“SDA”) of our NPM and scalable plant design. With this phase of NuScale’s DCA now complete, customers may proceed with plans to develop NuScale SMR-based power plants with the understanding that the NRC has approved the safety aspects of the NPM and plant design. On January 19, 2023, the NRC published in the Federal Register a final rule that certifies NuScale’s SMR design for use in the United States, which became effective 30 days after publication.
Current wording
Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In 2017, we submitted our Design Certification Application (“DCA”) to the U.S. Nuclear Regulatory Commission (“NRC”). On August 28, 2020, the NRC issued its Final Safety Evaluation Report, representing the NRC’s completion of its technical review. On September 11, 2020, the NRC issued its Standard Design Approval (“SDA”) of our NPM and scalable plant design. On January 19, 2023, the NRC published in the Federal Register a final rule that certifies NuScale’s SMR design for use in the United States, which became effective 30 days after publication.
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. 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.
Current wording
As our global strategic partner for commercialization and development, 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
The Company currently has one major customer: RoPower Nuclear S.A. (“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. Under Phase 1 of the contract with RoPower, we defined the major site and specific inputs for a NuScale 6-module power plant to be deployed at the Doicesti Power Station site in Romania. In the third quarter of the 2024 fiscal year, Nuclearelectrica and RoPower signed the Front-End Engineering and Design (“FEED”) Phase 2 contract with Fluor, a related party to NuScale. FEED Phase 2 will include tasks related to the development of a Class 3 plant cost estimate, as well as support to RoPower with its regulatory and stakeholder engagements. NuScale is supporting their scope of this FEED Phase 2 as a subcontractor to Fluor.
Current wording
Currently, the Company has one major customer: RoPower Nuclear S.A. (“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. Under Phase 1 of the contract with RoPower, we defined the major site and specific inputs for a NuScale 6-module power plant to be deployed at the Doicesti Power Station site in Romania. In the third quarter of the 2024 fiscal year, Nuclearelectrica and RoPower signed the Front-End Engineering and Design (“FEED”) Phase 2 contract with Fluor, a related party to NuScale. FEED Phase 2 will include tasks related to the development of a Class 3 plant cost estimate, as well as support to RoPower with its regulatory and stakeholder engagements. NuScale is supporting their scope of this FEED Phase 2 as a subcontractor to Fluor. As the FEED Phase 2 project is nearing completion, we understand that the next phase of the Doicesti project will be subject to a Final Investment Decision by RoPower shareholders which depends on the finalization of their funding and level of support by the Romanian state and other governmental authorities.
Previous wording
The increase in revenue and cost of sales was primarily attributable to engineering services in support of advancing RoPower’s goal of deploying a power plant powered by six NPMs in Romania.
Current wording
Revenue and Cost of sales increased $7.8 million and $5.2 million, respectively, during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to engineering services in support of advancing RoPower’s goal of deploying a power plant powered by six NPMs in Romania.
Previous wording
There was no change in the fair value of warrant liabilities during the three months ended June 30, 2025 because all of the Company’s 18.5 million warrants outstanding at June 30, 2024 were either redeemed by the Company in the fourth quarter of the 2024 fiscal year or exercised by the holder in the second half of the 2024 fiscal year.
Current wording
There was no change in the fair value of warrant liabilities during the three months ended September 30, 2025 because all of the Company’s 18.5 million warrants outstanding at September 30, 2024 were either redeemed by the Company in the fourth quarter of the 2024 fiscal year or exercised by the holder during that period.
Previous wording
The increase in interest income reflects the Company’s stronger cash position which resulted in higher investments in cash equivalents, short-term investments and longer-term investments during the three months ended June 30, 2025.
Current wording
Investment income increased $3.8 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, short-term investments and longer-term investments.
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 power plant powered by six NPMs in Romania.
Current wording
Revenue increased $26.9 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, due 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. Costs of sales increased $16.3 million due to engineering services in support of the same project.
Previous 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.
Current wording
G&A expenses increased $511.8 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to (a) the recognition of Milestone Contribution 1 of $495.0 million, (b) higher strategic business development costs in the amount of $11.2 million as we increased our commercialization efforts and (c) $7.2 million in legal and accounting fees. These increases were partially offset by $2.2 million of compensation cost savings.
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 six months ended June 30, 2024.
Current wording
Other expenses decreased $5.9 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, due primarily to (a) engineering and project personnel being reassigned to revenue-generating commercial projects, resulting in the increase in Cost of sales, noted above, and (b) a one-time charge of $3.2 million incurred in the nine months ended September 30, 2024, in relation with 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. These decreases were partially offset by higher equity-based compensation costs and hardware and software purchases.
Previous wording
Sponsored cost share decreased due to the Company reaching the cost share cap with DOE and USTDA.
Current wording
Sponsored cost share decreased $6.4 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, due to the Company reaching the cost share cap with DOE and USTDA.
Previous wording
There was no change in the fair value of warrant liabilities during the six months ended June 30, 2025 because all of the Company’s 18.5 million warrants outstanding at June 30, 2024 were either redeemed by the Company in the fourth quarter of the 2024 fiscal year or exercised by the holder in the second half of the 2024 fiscal year.
Current wording
There was no change in the fair value of warrant liabilities during the nine months ended September 30, 2025 because all of the Company’s 18.5 million warrants outstanding at September 30, 2024 were either redeemed by the Company in the fourth quarter of the 2024 fiscal year or exercised by the holder during that period.
Previous wording
The increase in interest income reflects the Company’s stronger cash position which resulted in higher investments in cash equivalents, short-term investments and longer-term investments during the six months ended June 30, 2025.
Current wording
Investment income increased $11.1 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, short-term investments and longer-term investments.
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 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.
Current wording
During November 2024 and August 2025, NuScale entered into two separate Sales Agreements with entities 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 and $500.0 million, respectively (collectively, the “ATM Program”). During the nine months ended September 30, 2025, the Company issued and sold a total of 17,764,936 shares of Class A common stock under these two Sales Agreements, for the gross and net proceeds of $577.6 million and $562.4 million, respectively, and a weighted average price of $33.68 per share. As of September 30, 2025, we had 16,783,191 shares of Class A common stock, at an aggregate sales price up to $24.8 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 $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.
Current wording
Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $682.0 million, with negative operating cash flows. As of September 30, 2025, we had cash and cash equivalents of $407.6 million, short-term investments of $284.2 million with no debt. Historically, our primary sources of cash included sales under the ATM Programs, 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 and are investing in activities that advance the production of our NPMs. 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
Comparison of Cash Flows for the Six Months Ended June 30, 2025 and 2024
Current wording
Comparison of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
Previous 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.
Current wording
Our cash used in operations increased during the nine months ended September 30, 2025, primarily due to the payment to ENTRA1 of $148.5 million, partially offset by higher revenue and interest income as well as collections of receivables.
Previous wording
During the six months ended June 30, 2025, management executed a strategy to diversify the Company’s investment portfolio by purchasing more short term and longer-term investments to take advantage of higher interest rates, thereby leveraging the Company’s strong cash position.
Current wording
During the nine months ended September 30, 2025, management executed a strategy to diversify the Company’s investment portfolio by purchasing more short term and longer-term investments to take advantage of higher interest rates, thereby leveraging the Company’s strong cash position.
Previous 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.
Current wording
During both the nine months ended September 30, 2025 and 2024, net cash provided by financing activities consisted of proceeds from the utilization of our ATM programs.
Previous wording
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 $34.8 million.
Current wording
In January 2025, NuScale 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 $34.8 million.
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 $7.7 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 $7.1 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Cash Flows used in Investing Activities
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
G&A expenses increased due to higher strategic business development costs in the amount of $3.9 million as we increase our commercialization efforts and $2.2 million in legal and accounting fees.
Previous report — wording carried elsewhere
Sponsored cost share decreased due to the Company reaching the cost share cap with DOE and USTDA.
Previous report — wording carried elsewhere
Cash Flows provided by Investing Activities