NUSCALE POWER Corp
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
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-K
Period ended 2024-12-31; filed 2025-03-03.
0001822966-25-000024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001822966-26-000018
Item 7. 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 102 previous paragraphs and 113 current paragraphs.
57 unchanged; 17 reworded; 38 added; 27 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 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 (38)
Current report
or 50 MWe per NPM) became the first and only SMR to receive an SDA from the NRC. In May 2025, the NRC finalized their review and approved our second SDA application and the associated licensing topical reports for our 6-unit 77 MWe NPM design, giving customers in the United States the ability to reference the approved design and SDA for expedited construction and operating licensing for a plant that is using the NuScale SMR technology.
Current report
Outlook
Current report
NuScale has contracted with ENTRA1 as our 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 report
Foreign SMR Market
Current report
Demand for energy in foreign markets is currently being driven by population growth, industrialization and urbanization with countries in Asia contributing the most to international growth. Rising living standards, driven by economic growth, has increased the need for residential electricity, a trend that is expected to increase in the coming years, with Asia forecasted to account for nearly 60% of global growth in electricity consumption through 2050.
Current report
The Company has currently one international 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. In July 2024, NuScale and RoPower signed a technology licensing agreement, which granted RoPower a right to use certain intellectual property of NuScale’s. 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 included 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 completed their scope of FEED Phase 2 as a subcontractor to Fluor. On February 12, 2026 the Romanian Government approved the investment decision for the Doicesti SMR plant project, allowing for the ability to seek secured financing to further feasibility studies, and site-specific design work prior to any construction moving forward. This is a positive step in support of the project to the next phase. During the coming months, RoPower is authorized to advance the licensing and geotechnical work, finalize a pre-engineering, procurement and construction (“EPC”) contract, and begin negotiating contracts for long lead items. We anticipate that the pre-EPC activities will have an estimated duration of up to 15 months and will include, among other things, the development of a Class 2 cost estimate for the project. NuScale has yet to commence, but looks forward to negotiating definitive agreements related to our scopes within the elements of project finalization, construction, equipment installation and testing, plant commissioning, and post commercial operation date on-going technical support.
Current report
With ENTRA1 we continue to develop our international customer interest as we foresee a significant customer demand over the long-term to be outside of the United States as industry trends like decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions continue to grow. Our collective team puts significant effort into developing dialogue with foreign governments and corporations in order to educate and market our technology.
Current report
Domestic SMR Market
Current report
Demand for energy in the United States is currently being driven by the significant growth in the data center industry, particularly as artificial intelligence (“AI”) deployment, cloud computing adoption, and digital transformation initiatives accelerate across sectors. Further, the United States government has identified nuclear technology as imperative to the country’s national security objectives and ordered the expansion of American nuclear energy capacity to 400 gigawatts by 2050, or nearly 400% the current capacity.
Current report
On August 27, 2025, NuScale LLC and ENTRA1 executed a PMA. Under the PMA, NuScale is named the key supplier to future ENTRA1 Energy Projects (as defined in Note 9 in the accompanying consolidated financial statements) 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
On September 2, 2025, the Tennessee Valley Authority (“TVA”) announced the signing of a non-binding 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.
Current report
Under the PMA, we are focused on our expanded ENTRA1 partnership positioning their ENTRA1 Energy Plants™ with NuScale SMRs inside first to TVA. The PMA also positions us to serve hyperscaler, technology, industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities.
Current report
The commencement and expansion of the commercialization of our NPMs will be crucial to the success of our business. We believe that the long lead-time involved with siting an SMR, the number of potential customers in the ENTRA1 pipeline and the work being performed by ENTRA1 involving a NuScale deployment project bode well for our potential future success. Further, the Company has already begun manufacturing certain long-lead materials that will be used to build the NPMs, while also placing advance orders with many of our supply chain partners to expedite the build. This process ensures that the Company will be poised to meet the needs of our customer base.
Current report
Our cost of sales generated to date consists of direct expenses incurred to deliver our services to customers. It is comprised primarily of direct labor expenses, travel and other personnel costs, professional fees and engineering overhead typically expensed when the associated Revenue is recognized.
Current report
Other Expense
Current report
The decrease in Revenue was primarily due to a reduction in revenue recognized from the RoPower technology license agreement (“TLA”) executed in 2024. This decrease was partially offset by substantially higher Fluor FEED Phase 2 engineering services in support of the RoPower project.
Current report
The increase in Cost of sales compared to the prior year was due to the engineering services required by Fluor under their FEED Phase 2 contract with RoPower. The licensing revenue earned under the TLA has no cost of sales.
Current report
G&A expenses increased $533.9 million, primarily due to (i) the recognition of Milestone Contribution 1 of $507.4 million and (ii) higher strategic business development costs of $14.6 million, both resulting from increased commercialization efforts, (iii) and $11.8 million in advisory, legal and accounting fees.
Current report
Other Expenses
Current report
The decrease in Other expenses was a result of Company personnel being assigned to the Fluor FEED phase 2 contract, rather than R&D, which is reflected in the increase in Cost of sales. This decrease is partially offset by higher information technology fees.
Current report
Sponsored cost share decreased due to the Company hitting the cost share cap with DOE and United States Trade and Development Agency (“USTDA”) during the 2025 fiscal year as the Company continues to focus on commercialization.
Current report
The Company recognized no change in fair value of warrant liabilities during the 2025 fiscal year due to all the Warrants being redeemed or exercised at the end of the 2024 fiscal year.
Current report
Investment income
Current report
Investment income increased $16.9 million due to the Company’s stronger cash position and higher balances in cash equivalents and short and longer-term investments compared to 2024.
Current report
Revenue
Current report
The decrease in Cost of sales was a result of the type of revenue earned, much of which was from a technology licensing agreement, which included no associated cost of sales.
Current report
Other Expense
Current report
On November 7, 2025, NuScale entered into a sales agreement (the “Q4 2025 Sales Agreement”) with UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. as sales agents under which the Company offered and sold shares of our Class A common stock, having an aggregate sales price of up to$750.0 million (the “Q4 2025 ATM Program”). On August 11, 2025, NuScale entered into a sales agreement (the “Q3 2025 Sales Agreement”) with UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. as sales agents under which the Company was able to offer and sell shares of our Class A common stock, having an aggregate sales price of up to$500.0 million (the “Q3 2025 ATM Program”). Upon execution of the Q4 2025 Sales Agreement, NuScale terminated the Q3 2025 ATM Program.
Current report
During the year ended December 31, 2025, the Company issued and sold 57,112,216 shares of Class A common stock for the gross and net proceeds of $1,327.6 million and $1,299.7 million, respectively, associated with the Q4 2025 ATM
Current report
Program, Q3 2025 ATM Program and 2024 ATM Program. As of December 31, 2025, we have sold shares of Class A common stock for an aggregate sales price of $750,000 under the Q4 2025 ATM Program.
Current report
Our cash used in operations during the year ended December 31, 2025 increased due to the trigger of Milestone Contribution 1 under the PMA of $247.5 million as we move forward with commercialization efforts, the payment associated with the tri-Party Agreement with the U.S. Department of Energy and CFPP LLC on Long Lead Materials and additional payments toward the acquisition and construction of long-lead material in the amounts of $32.3 million and $60.4 million, respectively.
Current report
During the 2025 fiscal year, 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 report
The Company’s financing activities consist of proceeds arising from utilizing our ATM sales and the exercise of options. The current year saw much higher ATM activity, as management is increasing liquid holdings in order to make payments under the PMA and to supply chain vendors to continue the advancement of the manufacturing of our first NPM. In the prior year, the Company received proceeds of $205.4 million for either the exercise or redemption of Warrants, with no such Warrants outstanding at December 31, 2024.
Current report
During the years ended December 31, 2025 and 2024, NuScale entered into various purchase commitments with our supply chain partners for additional material to support the development of future NPMs, as well as to expedite said development of NPMs.
Current report
As of December 31, 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 $259.9 million for contributions payable in 2026, which is included in Accounts payable and accrued expenses on the consolidated balance sheet.
Current report
The following table sets forth the principal cash obligations and commitments noted above assuming no renewals thereafter.
Current report
Consideration Paid to Customer or Prospective Customer
Current report
Under the PMA, ENTRA1 is a prospective customer of NuScale. As such, contributions made by NuScale to ENTRA1 under the PMA fall under the guidance of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 606, Revenue Recognition, for consideration paid to customers or prospective customers. Management evaluates the facts and circumstances of any payments to ENTRA1 to determine the nature of the payment, rights and obligations under the contract and whether the payment meets the definition of an asset. Based on management’s review of the terms that trigger payment of Milestone Contribution 1 of the PMA (see Note 9), the Company has determined that payment of Milestone Contribution 1 does not meet the criteria required under ASC 606 for capitalization, and as such has been expensed as incurred.
Removed paragraphs (27)
Previous report
“our” or “we” refer to NuScale Power, LLC (“NuScale LLC”) prior to the Transaction, and to NuScale Power Corporation (“NuScale Corp”) following the consummation of the Transaction.
Previous report
Our small modular reactor (“SMR”), known as NuScale Power Module (“NPM”), provides a scalable power plant solution incorporating enhanced safety, improved affordability and extended flexibility for diverse electrical and process heat applications. Our scalable design provides carbon-free energy at a reduced cost when compared with gigawatt-sized nuclear facilities.
Previous report
The Company currently has only one “Class 1” 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. In November 2023, we entered into the Release Agreement with CFPP LLC, the Company’s first customer, pursuant to which the Company agreed to terminate the Development Cost Reimbursement Agreement (“DCRA”), as amended, and our Long Lead Material Reimbursement Agreement (“LLM Agreement”). CFPP LLC was receiving funding for approximately 79% of its qualified project costs, including the long-lead materials (“LLM”), under a cooperative agreement with the Department of Energy (“DOE”). Under the Release Agreement, we agreed to repay CFPP LLC’s Net Development Costs. 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 associated with the LLM.
Previous report
Merger with Spring Valley
Previous report
In December 2021, NuScale LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spring Valley Acquisition Corp. (“Spring Valley”) and Spring Valley Merger Sub, LLC (“Merger Sub”), a wholly owned subsidiary of Spring Valley. Pursuant to the Merger Agreement, Merger Sub merged with and into NuScale LLC (the “Merger”), with NuScale LLC surviving the Merger (the “Surviving Company”), Spring Valley being renamed NuScale Corp, and NuScale LLC continuing to be held as a wholly controlled subsidiary of NuScale Power Corporation in an “Up-C” structure. On May 2, 2022, the transactions contemplated by the Merger Agreement, including the Merger (collectively the “Transaction”) were completed.
Previous report
The Transaction is shown as a reverse recapitalization under GAAP. Spring Valley is the acquired company, with NuScale LLC treated as the acquirer. This determination reflects Legacy NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp and NuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although NuScale Corp (f/k/a Spring Valley) is the parent company, GAAP dictates that the financial statements of NuScale Corp represent a continuation of NuScale LLC’s operations, with the Transaction being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Transaction. The consummation of the Transaction resulted in NuScale LLC receiving cash equal to $341.5 million and assuming Warrant liabilities valued at $47.5 million.
Previous report
In September 2020, we became the first and only company to receive NRC SDA for a small modular reactor. We believe our commercialization activities are being completed at a pace that can support delivery of NPMs to a client site as early as 2029. In December 2022, we signed a contract for Front-End Engineering and Design (“FEED”) work with RoPower to advance the deployment of our NPMs to Romania. Under Phase 1 of the contract, 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. We expect the site in Romania to use six modules and to be commercially operable as early as 2030.
Previous report
We believe the long lead-time involved with siting an SMR, the number of potential customers in our pipeline and the work being performed by these potential customers involving a NuScale deployment project bode well for our potential future success. Further, in December 2022, we completed our Standard Plant Design (“SPD”), which provides potential customers with a generic NuScale-based power plant design that will serve as a starting point for deploying site-specific designs, including supporting client licensing and deployment activities.
Previous report
In January 2023, the Company submitted an SDA Application and the associated licensing topical reports to the NRC for a NuScale’s 6-unit 77 MWe NPM design. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52. On July 31, 2023, the NRC formally announced that it has accepted the Company’s SDA Application for review. Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval to be received by mid-year 2025.
Previous report
Revenue and Cost of Sales
Previous report
Changes in Presentation
Previous report
For the year ended December 31, 2022, sponsored cost share totaling $0.2 million that was previously included in Interest income (expense) has been reclassified to Sponsored cost share to conform to the current year presentation on the accompanying consolidated statements of operations. No such reclassifications were required for 2023.
Previous report
For the year ended December 31, 2022, amounts totaling $4.2 million and $3.5 million were reclassified out of G&A expenses and into R&D expenses and Other expenses, respectively, to conform to the current year presentation. No such reclassification was required in 2023.
Previous report
The increase in revenue was attributable to activities in support of the Engineering, Procurement and Construction Development Agreement for CFPP, as well as nuclear technologies consulting services.
Previous report
R&D Expense
Previous report
R&D expenses increased due to the Release Agreement with CFPP in the amount of $49.8 million, partially offset by lower compensation costs of $8.7 million as we transition from R&D to commercialization activities, as well as lower professional fees.
Previous report
G&A expenses increased as a result of $4.3 million in compensation costs due to an increase in headcount and $7.3 million in marketing and advertising costs as we continue to build brand recognition across the globe, partially offset by lower professional fees.
Previous report
Other expenses increased as a result of higher equity-based compensation of $4.1 million and higher software license expenses of $2.8 million, partially offset by lower compensation costs.
Previous report
Sponsored cost share decreased due to a lower share percentage and funding from the DOE, partially offset by increases in United States Trade and Development Agency and subrecipient cost share for other projects.
Previous report
Previous to the current ATM Program, the Company fully utilized a similar agreement under which the Company offered and sold 20,000,000 shares of the Company’s Class A common stock. During the year ended December 31, 2024, the Company issued and sold 18,262,622 shares of Class A common stock for the gross and net proceeds of $139.0 million and $135.5 million, respectively, while during the year ended December 31, 2023, the Company issued and sold 1,737,378 shares of Class A common stock for the gross and net proceeds of $10.4 million and $9.8 million, respectively.
Previous report
Subsequent to December 31, 2024, the Company issued and sold 4,548,127 shares of Class A common stock for the gross and net proceeds of $102,416 and $99,855, respectively, under the ATM Program.
Previous report
On November 19, 2024, the Company provided notice in accordance with its Warrant Agreement dated November 23, 2020 between the Company and Continental Stock Transfer & Trust Company, as warrant agent, of the redemption of all Warrants outstanding as of 5:00 p.m., New York City time, on December 19, 2024 (the “Redemption Time”). As of the Redemption Time, 599,440 Warrants were outstanding and were redeemed by NuScale for $0.01 per Warrant. During the year ended December 31, 2024, Warrant holders exercised 17,859,261 Warrants for Class A common shares and $205.4 million in cash. There were no Warrants outstanding as of December 31, 2024.
Previous report
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 year ended December 31, 2024, and is included in Other expenses on our consolidated income statement.
Previous report
Net cash used in our operating activities increased during year ended December 31, 2023 due to the Release Agreement payment to CFPP LLC in the amount of $49.8 million, partially offset by a buildup of our accounts payables and accruals associated with the manufacture of our long-lead materials.
Previous report
Investing cash flows generally reflect capital expenditures on computer equipment and software. However, in 2022, we invested $50 million in short-term investments, while in 2023, we sold those short-term investments.
Previous report
During 2023, our cash provided by financing activities consisted of proceeds from our ATM sales and the exercise of options, while in 2022 the majority of the cash consisted of proceeds from the Transaction, with another $28.7 million received for the exercise of warrants and options.
Previous report
We do not have any material commitments and contractual obligations.
Reworded paragraphs (17)
Previous wording
The following discussion and analysis of the financial condition and results of operations should be read together with our financial statements as of and for the years ended December 31, 2024, 2023 and 2022 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. Unless the context otherwise requires, references in this section to “NuScale,” “the Company,” “us,”
Current wording
The following discussion and analysis of the financial condition and results of operations should be read together with our financial statements as of and for the years ended December 31, 2025, 2024 and 2023 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 section entitled “Risk Factors” included in this 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
Our mission is to provide scalable advanced nuclear technology to produce electricity, heat and clean water to improve the quality of life for people around the world. We are changing the power that changes the world by creating an energy source that is smarter, cleaner, safer and cost competitive.
Current wording
Our mission is to provide scalable advanced nuclear technology to produce electricity, heat and clean water to improve the quality of life for people around the world. We arecommercializing a modular, scalable electric Light Water Reactor nuclear power plant, that we believe will deliver safer scalable, cost-effective and reliable carbon free power. Our core technology, the NPM, can generate 77 MWe, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features. We believe that this results in a safe and highly reliable power plant suitable to be sited close to where electricity, water desalinization, hydrogen production or process heat is needed.
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. We expect our operating losses and negative operating cash flow to grow until the commercialization of the NPM. 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 September 2020, our 12-module design (currently approved for 160 million watts of thermal power
Previous wording
Commencing and Expanding Commercial Launch Operations
Current wording
Commencement and Expanding Commercial Launch Operations
Previous wording
In January 2023, the Company submitted an SDA Application and the associated licensing topical reports to the NRC for NuScale’s 6-unit 77 MWe NPM design. Once approved, customers in the United States will be able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52. On July 31, 2023, the NRC formally announced that it has accepted the Company’s SDA Application for formal review. Based on the NRC’s published schedule for SDA Application review, we expect the NRC will complete its review and SDA approval will be received by mid-year 2025.
Current wording
In May 2025, the NRC finalized their review and approved the Company’s SDA application and the associated licensing topical reports for NuScale’s 6-unit 77 MWe NPM design. Customers in the United States are now able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.
Previous wording
General and administrative (“G&A”) expenses consist of compensation costs for personnel in executive, finance, accounting, human resources and other administrative functions. G&A expenses also include legal fees, advertising and marketing, professional fees paid for accounting, auditing and consulting services, insurance costs and facility costs.
Current wording
General and administrative (“G&A”) expenses consist of compensation costs for personnel in executive, finance, accounting, human resources, and other administrative functions and professional fees paid for accounting, auditing and consulting services, insurance costs and facility costs. G&A expenses also include advertising, marketing and business development expenses, including the costs of our PMA milestone payments not supported by a binding customer contract.
Previous wording
As our commercialization activities advance, we have continued to enter into cost share agreements with various entities, including both governmental and private, under which the Company is reimbursed for specific R&D activities. Generally, as our qualifying operating costs change, there is a corresponding change in the reimbursable amounts. The amount of any reimbursement is recognized in the period that we recognize the qualifying expenses.
Current wording
When the Company was focused on R&D activities, the Company entered into cost share agreements with both governmental and private entities, under which the Company is reimbursed for certain activities. Generally, as our qualifying operating costs change, there is a corresponding change in the reimbursable amounts. The amount of any reimbursement is recognized in the period that we recognize the qualifying expenses.
Previous wording
Sponsored cost share decreased due to the Company hitting the cost share cap with DOE, USTDA and RoPower and the termination of the CFPP contract.
Current wording
Sponsored cost share decreased due to the Company hitting the cost share cap with DOE, United States Trade and Development Agency (“USTDA”) and RoPower and the termination of the CFPP contract.
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 year ended December 31, 2024, the Company issued and sold 3,264,524 shares of Class A common stock for the gross and net proceeds of $71.2 million and $69.2 million, respectively. As of December 31, 2024, we have 21,735,476 shares of Class A common stock, at an aggregate sales price up to $128.8 million, eligible for sale under the ATM Program.
Current wording
On November 8, 2024, the Company 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 was able to offer and sell shares of Class A common stock, having an aggregate sales price of up to $200,000 (the “2024 ATM Program”). In connection with the entry into the Q3 2025 Sales Agreement, NuScale terminated the 2024 ATM Program.
Previous wording
Since NuScale’s inception, we have incurred significant operating losses andhavean accumulated deficit of $377.1 million, with negative operating cash flows. As of December 31, 2024, we had cash and cash equivalents of $401.6 million and restricted cash of$5.1 million with no debt, while using $108.7 million of cash in operations. Historically, our primary sources of cash included investment capital, government grants and government sponsored cost share agreements to support the advancement of the Company’s SMR technology both domestically and abroad. As we transition from a focus on research and development to commercialization of our technology, the Company is focusing on revenue producing commercial contracts. During the year ended December 31, 2024, the Company executed two revenue generating agreements in relation to the advancement of Doicesti project Phase 2 Front-End Engineering 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 andhavean accumulated deficit of $732.9 million, with negative operating cash flows. As of December 31, 2025, we had cash and cash equivalents of $836.4 million, liquid investments of$450.8 million and restricted cash of$5.1 million with no debt, while using $459.6 million of cash in operations. Historically, our primary sources of cash included sales under our at-the-market equity (“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 R&D 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 FEED Phase 2 project, which targets the development of six NPM at a former coal plant site in Doicesti, Romania.
Previous wording
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. 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 in future years. 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 on our potential need for future funding, see the section of this Annual Report on Form 10-K entitled “Risk Factors”.
Current wording
We believe that 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 on our potential need for future funding, see the section of this Annual Report on Form 10-K entitled “Risk Factors.”
Previous wording
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 $5.1 million, on the accompanying consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at December 31, 2024.
Current wording
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 $5.1 million on the accompanying consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at December 31, 2025 and 2024.
Previous wording
Effective January 1, 2025, the Company entered into sales and marketing agreements in the amount of $34.8 million for services to be performed ratably over the 2025 fiscal year.
Current wording
In January 2025, the Company entered into sales and marketing agreements in the amount of $34.8 million for services to be performed ratably over the 2025 fiscal year. Effective June 30, 2025, this agreement was extended for the 2026 fiscal year.
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 $7.4 million.
Current wording
From time to time, NuScale enters into technical assistance grant programs with the 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.
Previous wording
Our financial statements have been prepared in accordance with GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our financial statements. Our significant accounting policies are described in Note 3 within our “Notes to the Consolidated Financial Statements”. Additional information about our critical accounting policies follows:
Current wording
Our financial statements have been prepared in accordance with GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our financial statements. Our significant accounting policies are described in Note 2 in the accompanying consolidated financial statements.
Previous wording
NuScale has also executed contracts that include variable consideration. The variable consideration is recognized subject to appropriate constraints, as required by GAAP, to avoid a significant reversal of revenue in future periods. Management reviews the Company’s variable consideration on at least a quarterly basis. The only significant contract with variable consideration outstanding at December 31, 2024, is a time and material contract that will be recognized as services are provided, until the customer’s goals are achieved or the contract terminates.
Current wording
NuScale has also executed contracts that include variable consideration. The variable consideration is recognized subject to appropriate constraints, as required by GAAP, to avoid a significant reversal of revenue in future periods. Management reviewed the Company’s variable consideration on at least a quarterly basis. All significant contracts with variable consideration have been completed as of December 31, 2025.
Previous wording
Refer to Note 3 in the consolidated financial statements for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition.
Current wording
Refer to Note 2 in the accompanying consolidated financial statements for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Additional information about our critical accounting policies follows:
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The price of the Warrants, which is used to calculate their fair value, has decreased year-over year resulting in larger income in the current period.