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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$5.44+7.1%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Insider Trading Arrangements

We proposed to certain employees, including officers, with restricted stock units (“RSUs”) that they instruct the agent who administers our 2022 Long-Term Incentive Plan to promptly sell shares of Class A common stock sufficient to cover tax withholding obligations arising from the vesting and settlement of the RSUs. With respect to any eligible sell-to-cover transactions before the expiration of the cooling off periods specified in Rule 10b5-1(c), the instruction is intended to be a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K, and with respect to eligible sell-to-cover transactions after the cooling off periods specified in Rule 10b5-1(c), the instruction is intended to be a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K and satisfy the affirmative defense of Rule 10b5-1(c). There is no durational limit to, or specified number of shares to be sold pursuant to, these instructions. During the three months ended September 30, 2025, Shahram Ghasemian, former chief legal officer, executed a 10b5-1(c) Trading Instruction for Eligible Sell-to-Cover Transaction which was provided to the agent on August 13, 2025.

During the three months ended September 30, 2025, (a) the Company’s chief financial officer, Ramsey Hamady, adopted a plan on September 10, 2025 which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through September 10, 2026, and provides for the aggregate purchase or sale of 160,000 shares, (b) the Company’schief technology officer, Jose Reyes, adopted a plan on September 10, 2025, which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through June 30, 2026, and provides for the aggregate purchase or sale of 260,000 shares, (c) the Company’schief executive officer, John Hopkins, adopted a plan on September 10, 2025, which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through August 12, 2026, and provides for the aggregate purchase or sale of 1,132,701 shares, (d) the Company’schief commercial officer, Clayton Scott, adopted a plan on September 4, 2025, which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through August 12, 2026, and provides for the aggregate purchase or sale of 187,166 shares, (e) the Company’schief operating officer, Carl Fisher, adopted a plan on August 12, 2025, which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through August 12, 2026, and provides for the aggregate purchase or sale of 71,474 shares, and (f) the Company’svice president, product and project delivery, Karin Feldman, adopted a plan on September 9, 2025, which is intended to satisfy the affirmative defense of Rule 10b5-1(c) and which runs through May 15, 2026, and provides for the aggregate purchase or sale of 86,410 shares.

Other

Exchange Agreement and Tax Receivable Agreement Amendment

On November 6, 2025, NuScale Power Corporation (the “Company”) and NuScale Power, LLC (“NuScale LLC” and, together with the Company, “NuScale”), entered into an Exchange Agreement (the “Exchange Agreement”) with Fluor Corporation, a related party of NuScale (together with its subsidiary Fluor Enterprises, Inc., “Fluor”), whereby NuScale has agreed to exchange all 110,936,472 of Fluor’s currently held Class B units of NuScale LLC (the “Class B Units”) and shares of Class B common stock, par value $0.0001, of the Company (“Class B Common Stock”) for a like number of shares of the Company’s Class A common stock, par value $0.0001 (“Class A Common Stock”).

In consideration for the exchange, Fluor has agreed to:

subject to certain restrictions, prior to June 1, 2026, limit the number of sales of Class A Common Stock by Fluor on any day to 3% of the average daily trading volume over the prior 30 days during such days as the Company is in a regularly scheduled open trading window and to 6% during any regularly scheduled market black-out days for the Company in connection with its quarterly disclosure filings;

only sell such shares through structured sales transactions with dealers in the form agreed to with NuScale, which structured sales transactions will, among other things, provide for similar trading limitations;

without the prior written consent of the Company, knowingly transfer shares of Class A Common Stock to any person that owns 10% or more of the outstanding voting securities of the Company or where such transfer would cause such person to own more than 10% or more of the outstanding voting securities of the Company;

vote all of the shares of the Class A Common Stock that Fluor then owns in favor of any proposal to amend the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares up to 662 million (the “Newly Authorized Shares”) at one or more meetings of stockholders; and

amend the Exclusivity Agreement, dated September 30, 2011 (as amended, the “Exclusivity Agreement”), between NuScale LLC and Fluor to provide that the Exclusivity Agreement will not apply with respect to Fluor and NuScale where ENTRA1 Holdings, LLC and its affiliates are the clients and to provide, to the extent within NuScale LLC’s control, the right for Fluor to bid to provide certain services in such cases.

Amend the Tax Receivable agreement to reduce any tax payments due to Fluor from NuScale under the Tax Receivable Agreement, dated as of May 2, 2022 (the “TRA”), among the Company, NuScale LLC, Fluor Enterprises and the other parties by 50%.

The Company agrees not to sell any of the Newly Authorized Shares prior to March 1, 2026, except for up to 20 million Newly Authorized Shares that may be sold in any transaction other than certain underwritten, registered offerings or PIPE transactions.

In connection with the Exchange Agreement, NuScale and Fluor agreed to certain mutual releases related to the Exclusivity Agreement, Fluor’s exclusivity rights on NuScale projects, NuScale’s relationship with ENTRA1, and any limitations placed on Fluor’s ability to exchange shares. NuScale also agreed to indemnify Fluor with respect to certain claims by certain third-parties.

A copy of the Exchange Agreement is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q, and the foregoing description thereof does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement and the terms of which are incorporated by reference herein.

On November 6, 2025, the Company and Fluor also entered into a Tax Receivable Agreement Amendment (the “Amendment”) to reduce any tax payments due to Fluor from NuScale under the Tax Receivable Agreement, dated as of May 2, 2022 (the “TRA”), among the Company, NuScale LLC, Fluor Enterprises and the other parties by 50%. For the avoidance of doubt, the Amendment does not reduce the tax payments due any other party to the TRA.

A copy of the Amendment is filed as Exhibit 10.7 to this Quarterly Report on Form 10-Q, and the foregoing description thereof does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment and the terms of which are incorporated by reference herein.

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