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NUSCALE POWER Corp

For the period ended Mar 31, 2026. Filed May 7, 2026.

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About this filing

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.

Mar 31, 2026 · Filed May 7, 2026

SMR$5.22-4.0%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

Condensed Consolidated Balance Sheet (Unaudited)

(in thousands, except share and per share amounts)March 31, 2026December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents$341,129$836,417
Short-term investments549,000417,800
Restricted cash5,1005,100
Prepaid expenses4,7684,877
Accounts and other receivables, net (2026 - $5,488; 2025 - $5,452 from related party)8,4688,378
Total current assets908,4651,272,572
Property, plant and equipment, net3,1811,924
In-process research and development16,90016,900
Intangible assets, net483527
Goodwill8,2558,255
Long-lead material work in process65,09263,767
Investments118,63432,954
Other assets27,31715,613
Total Assets$1,148,327$1,412,512
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued expenses$21,558$286,515
Accrued compensation7,2438,280
Other accrued liabilities728613
Deferred revenue1,409648
Total current liabilities30,938296,056
Noncurrent liabilities7,1852,570
Deferred revenue307335
Total Liabilities38,430298,961
Stockholders’ Equity
Class A common stock, par value $0.0001 per share, 662,000,000 shares authorized, 323,741,458 and 318,480,601 shares outstanding as of March 31, 2026 and December 31, 2025, respectively3232
Class B common stock, par value $0.0001 per share, 179,000,000 shares authorized, 19,375,371 and 19,413,185 shares outstanding as of March 31, 2026 and December 31, 2025, respectively22
Additional paid-in capital1,943,7261,901,678
Accumulated deficit(776,886)(732,871)
Total Stockholders’ Equity Excluding Noncontrolling Interests1,166,8741,168,841
Noncontrolling interests(56,977)(55,290)
Total Stockholders' Equity1,109,8971,113,551
Total Liabilities and Stockholders' Equity$1,148,327$1,412,512

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended March 31,
(in thousands, except share and per share amounts)20262025
Revenue (2026 - $—; 2025 - $7,269 from related party)$565$13,375
Cost of sales(544)(6,373)
Gross Margin217,002
Research and development expenses12,8059,131
General and administrative expenses24,83923,264
Other expenses19,9019,934
Loss From Operations(57,524)(35,327)
Sponsored cost share463
Investment income10,8355,211
Loss Before Income Taxes(46,685)(30,053)
Foreign income taxes—342
Net Loss(46,685)(30,395)
Net loss attributable to noncontrolling interests(2,670)(16,390)
Net Loss Attributable to Class A Common Stockholders$(44,015)$(14,005)
Loss per Share of Class A Common Stock:
Basic and Diluted$(0.14)$(0.11)
Weighted-Average Shares of Class A Common Stock Outstanding:
Basic and Diluted319,712,720127,718,255

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(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, 2025318,480$3219,414$2$1,901,678$(732,871)$(55,290)$1,113,551
Equity-based compensation expense————5,239——5,239
Exercise of common share options and vested RSUs2,064———531——531
Issuance of Class A common stock3,159———37,261——37,261
Exchange of combined interests for Class A common stock38—(38)—————
Rebalancing of ownership percentage between controlling and the noncontrolling interests————(983)—983—
Net loss—————(44,015)(2,670)(46,685)
Balances at March 31, 2026323,741$3219,376$2$1,943,726$(776,886)$(56,977)$1,109,897
(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, 2024122,842$12154,255$15$995,745$(377,077)$(165,575)$453,120
Equity-based compensation expense————4,458——4,458
Exercise of common share options and vested RSUs2,392———2,962——2,962
Issuance of Class A common stock4,5491——99,756——$99,757
Exchange of combined interests for Class A common stock3,248—(3,248)—————
Rebalancing of ownership percentage between controlling and the noncontrolling interests————(7,859)—7,859—
Foreign income tax accrual to noncontrolling interests——————(416)(416)
Net loss————(14,005)(16,390)(30,395)
Balances at March 31, 2025133,031$13151,007$15$1,095,062$(391,082)$(174,522)$529,486

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31,
20262025
OPERATING CASH FLOW
Net Loss$(46,685)$(30,395)
Adjustments to reconcile net loss to operating cash flow:
Depreciation and amortization309313
Equity-based compensation expense5,2394,458
Other changes in assets and liabilities:
Prepaid expenses and other assets(7,769)(229)
Accounts and other receivables (2026 - $(36); 2025 - $3,315 from related party)(90)7,766
Long-lead material work in process(1,325)(1,609)
Accounts payable and accrued expenses(264,195)(1,292)
Net change in right of use assets and lease liabilities107(52)
Deferred revenue768(22)
Accrued compensation(1,037)(1,724)
Net Cash Used in Operating Activities(314,678)(22,786)
INVESTING CASH FLOW
Proceeds from sale of short-term investments222,80020,000
Proceeds from sale of investments5,865—
Purchase of short-term investments(344,000)(10,000)
Purchase of investments(101,545)—
Purchase of property, plant and equipment(1,522)(67)
Net Cash (Used in) Provided by Investing Activities(218,402)9,933
FINANCING CASH FLOW
Proceeds from the issuance of common stock, net of issuance fees37,26199,757
Proceeds from exercise of common share options5312,962
Net Cash Provided by Financing Activities37,792102,719
Net Change in Cash, Cash Equivalents and Restricted Cash(495,288)89,866
Cash, cash equivalents and restricted cash:
Beginning of period841,517406,656
End of period$346,229$496,522
Summary of Noncash Investing and Financing Activities:
Investments that converted into short-term investments$10,000$—
Accrued foreign income tax withholding to noncontrolling interests—416
Plant, property and equipment in accounts payable—65
Supplemental disclosures of cash flow information:
Foreign income taxes paid$—$1,600
  1. 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 activities 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. 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 following represent key milestones in the development of this technology:

December 2016: DCA completed;

March 2017: DCA accepted for review by the NRC;

August 2020: NRC issued the 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 entered into a series of agreements, whereby ENTRA1 is NuScale’s exclusive global strategic partner for the commercialization and development of power plants utilizing NPMs. ENTRA1 is also considered a prospective customer as the Company is a key supplier for the sale and installation of NPMs on future ENTRA1 energy projects.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure funding to sustain operations until we reach commercialization and obtain 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 2026 and 2025 fiscal years.

  1. 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 2025 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

NuScale Corp was 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 condensed consolidated balance sheet are those of NuScale LLC, other than certain prepaid assets and accounts payable and accrued expenses. All 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 March 31, 2026 and December 31, 2025 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.

Consideration Paid to a Customer or Prospective Customer

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 (“FASB”) 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.

Leases

The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease.

The Company’s right-of-use assets relate to office facilities, some of which include one or more options to renew, with renewal terms that can extend the lease term up to 5 years. The exercise of the lease renewal is at the Company’s discretion. Renewal periods are included in the expected lease term if they are reasonably certain of being exercised by the Company. None of the Company’s lease agreements contain material residual value guarantees or material restrictions or covenants.

On March 6, 2026, the Company executed a lease agreement for an office facility in Houston, Texas, that requires the Company to enter into a letter of credit in the amount of $4,250 on behalf of the landlord. As of March 31, 2026, the Company is negotiating the details and has yet to execute this letter of credit. Further, as part of this lease agreement, the landlord has provided an incentive allowance in the amount of $2,875 that the Company will use to make improvements which will be capitalized as Leasehold improvements and included in Property, plant and equipment on the condensed consolidated balance sheet.

Long-term leases (leases with initial terms greater than 12 months) are capitalized at the present value of the minimum lease payments not yet paid. The Company uses its incremental borrowing rate to determine the present value of the lease when the rate implicit in the lease is not readily determinable.

Short-term leases (leases with an initial term of 12 months or less or leases that are cancelable by the lessee and lessor without significant penalties) are not capitalized but are expensed on a straight-line basis over the lease term. The Company’s short-term leases relate to office equipment.

Recent Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets ASU 2025-05. The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for annual periods beginning for the fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. The Company has elected to adopt the practical expedient for the three months ended March 31, 2026, which did not have a material impact on its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures. 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 after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that this update will have on our condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles -Goodwill and Other - Internal-Use Software(Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and for interim reporting periods beginning in that fiscal year. The Company is currently evaluating the impact that this update will have on the condensed consolidated financial statements.

  1. Equity and Loss Per Share

Noncontrolling Interests

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 holders of NuScale LLC Class B units.

As of and for the Three Months Ended March 31,
Noncontrolling Interests20262025
NuScale Corp Class A common stock
Beginning of period318,480,601122,842,474
Exchange of combined interests for Class A common stock37,8143,248,292
Issuance of Class A common stock3,159,1054,548,127
RSUs vested and exercise of options2,063,9382,392,179
End of period323,741,458133,031,072
NuScale LLC Class B Units (NCI)
Beginning of period19,413,185154,254,663
Exchange of combined interests for Class A common stock(37,814)(3,248,292)
End of period19,375,371151,006,371
Total
Beginning of period337,893,786277,097,137
Issuance of Class A common stock3,159,1054,548,127
RSUs vested and exercise of options2,063,9382,392,179
End of period343,116,829284,037,443

The ownership percentages of the controlling and noncontrolling interests are as follows:

As of and for the Three Months Ended March 31,
20262025
NuScale Corp Class A common stock
Beginning of period94.3%44.3%
End of period94.4%46.8%
NuScale LLC Class B Units (NCI)
Beginning of period5.7%55.7%
End of period5.6%53.2%

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 NuScale LLC Class B units and shares of Class A common stock, 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.

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 March 31,
20262025
Net loss attributable to Class A common stockholders$(44,015)$(14,005)
Weighted-average shares for basic and diluted loss per share319,712,720127,718,255
Basic and Diluted loss per share of Class A common stock$(0.14)$(0.11)
Anti-dilutive securities excluded from shares outstanding:
Shares of Class B common stock19,375,371151,006,371
Stock options4,526,1505,552,120
Time-based RSUs5,011,7234,875,801
Total28,913,244161,434,292

On February 26, 2026, NuScale entered into a sales agreement (the “2026 Sales Agreement”) with UBS Securities LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. 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$1,000,000 (the “2026 ATM Program”).

During the three months ended March 31, 2026, the Company issued and sold 3,159,105 shares of Class A common stock for the gross and net proceeds of $37,932 and $37,261, respectively, with a weighted average price of $12.01 per share. As of March 31, 2026, the Company had $962,068 worth of shares of Class A common stock eligible for sale under the 2026 ATM Program.

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 three months ended March 31, 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. NuScale terminatedthe ATM Program in August 2025.

Subsequent to March 31, 2026, the Company sold 22,360,004 shares of Class A common stock for the gross and net proceeds of $216,779 and $213,528, respectively.

  1. 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 and certificates of deposit (“CDs”), while our Short-term investments consist of certificates of deposit. Our Investments include United States Government Mortgage-backed Securities (“U.S. Government Securities”) and Corporate Bonds issued by major United States banks (“Corporate Bonds”). The 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 U.S. Government Securities and Corporate Bonds are adjusted for accretion of discounts over the remaining life of the investment, while interest or investment income are recognized in investment income in the Company’s condensed consolidated statement of operations. All of the Company’s CDs, U.S. Government Securities and Corporate Bonds were valued using quoted prices for identical instruments in other markets.

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 U.S. Government Securities, CDs 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 March 31, 2026 and December 31, 2025:

Amortized Cost Basis · Fair Value Measurements Using
Level 1 · Level 2 · Level 3 · Total
Cash Equivalents:
Certificates of Deposit$106,000$—$106,006$—$106,006
Money Market Accounts148,701148,701——148,701
Short-term Investments:
Certificates of Deposit549,000—549,152—549,152
Investments:
U.S. Government Securities14,850—14,864—14,864
Corporate Bonds103,784—103,656—103,656
Total as of March 31, 2026$922,335$148,701$773,678$—$922,379
Amortized Cost Basis · Fair Value Measurements Using
Level 1 · Level 2 · Level 3 · Total
Cash Equivalents:
Certificates of Deposit$255,000$—$255,093$—$255,093
Money Market Accounts402,909402,909——402,909
Short-term Investments:
Certificates of Deposit417,800—418,374—418,374
Investments:
U.S. Government Securities5,865—5,862—5,862
Corporate Bonds27,089—27,096—27,096
Total as of December 31, 2025$1,108,663$402,909$706,425$—$1,109,334
  1. 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 is included in Sponsored cost share in the condensed consolidated statement of operations. Interest receivable of $2,062 and $2,109 was outstanding at March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, the Company hadno allowance for credit losses.

  1. Leases

The Company recognizes right-of-use assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of March 31, 2026 and December 31, 2025, the Company has only operating leases.

Information related to right-of-use assets and lease liabilities follows:

Lease Assets/LiabilitiesBalance SheetClassificationMarch 31,December 31,
2026 · 2025
Right-of-use Assets
Operating lease assetsOther assets$5,454$1,628
Total right-of-use assets$5,454$1,628
Lease Liabilities
Operating lease liabilities, currentOther accrued liabilities$728$648
Operating lease liabilities, noncurrentNoncurrent liabilities4,9551,102
Total lease liabilities$5,683$1,750
March 31, · As of · December 31,
Supplemental Lease Information20262025
Right-of-use assets obtained in exchange for new operating leases$4,047$—
Weighted-average remaining lease term – operating leases5.46 years2.20 years
Weighted average discount rate-operating leases4.76%4.99%

The remaining lease payments under the Company’s leases follows:

Future Annual PaymentsOperating Leases
2026$572
20271,084
20281,411
20291,648
20301,662
Remaining Years3,776
Total lease payments10,153
Less: imputed interest(1,595)
Less: lease incentive allowance(2,875)
Present value of lease liabilities$5,683

Lease expense for the three months ended March 31, 2026 and 2025 totaled $271 and $356, respectively, of which $259 and $345, respectively, consist of operating lease costs. The difference accounts for short-term lease costs.

  1. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

March 31, 2026December 31, 2025
Furniture and fixtures$27$27
Office and computer equipment6,4765,224
Software11,69811,698
Operations equipment1,1651,165
Leasehold improvements489489
19,85518,603
Less: Accumulated depreciation(17,005)(16,740)
Add: Assets under development33161
Net property, plant and equipment$3,181$1,924

Depreciation of property, plant and equipment for the three months ended March 31, 2026 and 2025 was $265 and $269, respectively. Of these amounts, $50 and $215 is included in G&A expenses and Other expense, respectively, for the 2026 fiscal year and $61 and $208, respectively, for the 2025 fiscal year.

  1. Long-Lead Material Work In Process

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$65,092 and $63,767 as of March 31, 2026 and December 31, 2025, respectively. Costs included in the LLM relate to materials essential to the manufacturing of the NPM sourced from Doosan Enerbility Co., Ltd. (“Doosan”). Doosan is a global leader in power generation and energy solutions recognized as a world-class supplier of nuclear power plant equipment. The LLM from Doosan includes raw materials required for heavy forging, steam generator tubes and weld material, as well as manufacturing costs to melt, apply heat treatment and machine the raw materials.

  1. Partnership Milestones Agreement with ENTRA1

On August 27, 2025, NuScale LLC and ENTRA1 executed the PMA, in furtherance of business development and project development activities supported by ENTRA1. Concurrently, NuScale Corp and ENTRA1 executed a Guaranty Agreement, whereby NuScale Corp agreed to guaranty the obligations of NuScale LLC under the PMA.

Under the PMA, NuScale is named the key supplier to future ENTRA1 energy projects with respect to the supply of SMR technology, while ENTRA1 retains sole and full discretion to select, contract with, or purchase from NuScale. Under the PMA, the Company is required to make Milestone Contributions to ENTRA1, or its designated affiliate, for each NPM or other NuScale product which may be nominally rated at 77 MWe or with other specifications to provide energy and/or steam that is anticipated to be placed in a contemplated project or power plant (each, an “Energy Project”). The PMA also includes a negotiated maximum sale price for each NPM to be delivered and installed in an ENTRA1 Energy Project. Each Milestone Contribution is broken down into three tranches as follows:

Milestone Contribution 1 (15% of total Milestone Contribution) - Upon execution by ENTRA1, or its designated affiliate, of a non-binding term sheet, memorandum of understanding, letter of intent or framework agreement with a third party related to the development of an Energy Project with a third party.

Milestone Contribution 2 (35% of total Milestone Contribution) - Upon execution by ENTRA1, or its designated affiliate, of a binding power purchase agreement, energy off-take agreement or document with a third party in connection with the development of an Energy Project with a third party or the deployment of one or more NPMs into a potential Energy Project.

Milestone Contribution 3 (50% of total Milestone Contribution) - Upon execution by ENTRA1, or its designated affiliate, a third party or any other party designated by ENTRA1 as a counterparty of an original equipment manufacturing agreement with NuScale for NPMs, or such other form of binding documentation in connection with the purchase or deployment of NPMs.

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.

In 2025, the criteria for triggering payment of Milestone Contribution 1 was achieved, as ENTRA1 entered into a non-binding agreement relating to 72 NPMs. As such, we incurred an expense of $507,393, with $247,509 being settled in 2025 and $259,884 settled during the three months ended March 31, 2026. While the Company is subject to future payments in relation to Milestone Contribution 2 and Milestone Contribution 3, the criteria to record such liability has not been met yet, and the Company does not have an accrued PMA liability as of March 31, 2026.

  1. 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 (the “CODMs”). During the three months ended March 31, 2026 and 2025, the CODMs 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 $17,944 and $17,703 for the three months ended March 31, 2026 and 2025, respectively. Labor costs are included in all three of the Company’s operating expense line items on the condensed consolidated statements of operations.

  1. Revenue

The following table presents our revenue disaggregated into categories based on the nature of such revenues:

For the Three Months Ended March 31,
Revenue Categories20262025
Power Plant and NPM related services$487$12,969
Energy Exploration Centers78372
Other—34
Total$565$13,375
  1. 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 $759 and $660 for the three months ended March 31, 2026 and 2025, respectively.

  1. 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 months ended March 31, 2026 and 2025. The effective income tax rate for the three months ended March 31, 2026 differed significantly from the statutory rates, primarily due to the losses and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Transaction.

During the three months ended March 31, 2026 and 2025, the Company incurredno income tax.

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 March 31, 2026, 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, local and foreign filings 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.

NuScale Corp, NuScale LLC and various legacy NuScale Equityholders entered into a Tax Receivable Agreement (“TRA”) on May 2, 2022. Given NuScale’s current tax situation the related liability is not probable and therefore not recorded. No TRA payments are expected in the near future.

  1. Equity-Based Compensation

Time-based RSUs

During the three months ended March 31, 2026, the Company’s Board of Directors (the “Board”) granted 2,804,258 employee time-based RSU awards for an aggregate value of $36,186, while during the same period in the prior year,1,536,603 RSUs with an aggregate value of $26,499 were granted to employees. The awards vest one-third annually from the grant date. During the three months ended March 31, 2026,1,914,872 RSUs vested with shares of Class A common stock issued.

  1. Related Party Transactions

From time to time, NuScale enters into contracts with Fluor, a related party, whereby Fluor or the Company perform services for one another. The Company incurredno expenses related to Fluor during the three months ended March 31, 2026 and 2025.

For the three months ended March 31, 2026, the Company earnedno revenue from Fluor, while during the three months ended March 31, 2025, Fluor accounted for $7,269, or 54%, of the Company’s revenue. At March 31, 2026 and December 31, 2025, Fluor owed the Company $5,488 and $5,452, respectively, which are included in Accounts and other receivables, net on the condensed consolidated balance sheet.

  1. Commitments and Contingencies

Legal Proceedings

In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. The Company does not believe that any legal claims are material to the Company.

On February 18, 2026, a shareholder lawsuit was filed in the U.S. District Court for the District of Oregon, Portland Division, against the Company, John Hopkins, Ramsey Hamady and Fluor Corporation. The lawsuit, Truedson v. NuScale Power Corporation, et al. (Case No. 26-328) (the “Truedson Class Action”), asserts claims under federal securities laws that the defendants made false and misleading statements and failed to disclose material facts, relating to ENTRA1’s experience, qualifications and capabilities as a developer of nuclear power plants, and further asserts that Fluor and the individual defendants are controlling persons within the meaning of federal securities laws. The plaintiff in the lawsuit seeks to represent a class of persons that purchased shares of the Company’s Class A common stock between May 13, 2025, and November 6, 2025, and seeks unspecified damages, attorneys’ fees and other relief. On March 19, 2026, the Court entered a stipulation providing that Defendants' time to answer, move, or otherwise respond to the Complaint is extended until after the Court appoints lead plaintiff and lead counsel, lead plaintiff designates or files an operative complaint, and the Court sets a deadline for Defendants' anticipated motion to dismiss. On April 20, 2026, several parties filed motions for appointment as lead plaintiff, and the Court has put this matter on its advisement calendar for May 26, 2026. The Company is unable to estimate the potential loss or range of loss, if any, associated with the lawsuit, which could materially and adversely impact its business, financial condition or results of operations.

On March 24, 2026, a purported shareholder of the Company filed a derivate lawsuit in U.S. District Court for the District of Oregon, Portland Division, against certain of the Company’s officers and directors, namely John Hopkins, Alan Boeckmann, Bum-Jin Chung, Alvin Collins, Shinji Fujino, Kent Kresa, Diana Walters and Kimberly Warnica, and the Company, as the nominal defendant. The lawsuit, Albert Leigh, derivatively on behalf of NuScale Power Corporation v. John Hopkins, Robert Hamady, et al. (Case No. 3-26) is based on substantially the same factual allegations as the Truedson Class Action case and asserts claims against the individual defendants for alleged breaches of their fiduciary duties as officers and directors of the Company, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets and, against defendants Hopkins and Hamady, for contribution under Sections 10(b) and 21D of the Exchange Act. The Company is unable to estimate the potential loss or range of loss, if any, associated with the lawsuit, which could materially and adversely impact its business, financial condition or results of operations.

Cash Obligations and Commitments

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 March 31, 2026.

Further, as described in Note 2, the Company is negotiating a letter of credit associated with the Houston facility lease that, once executed, will be in the amount of $4,250. The future cash payments associated with this lease have been included in the commitments table below.

In 2025, NuScale entered into a sale and marketing agreement for services to be provided ratably over 2025 and this sale and marketing agreement was extended for one additional year, increasing the Company’s commitment by an additional $34,800.

On August 27, 2025, NuScale LLC and ENTRA1 executed the PMA, in furtherance of business development and project development activities supported by ENTRA1. Under the PMA, the Company is required to make Milestone Contributions to ENTRA1 under certain circumstances (see Note 9 for more information). While the Company might be subject to future payments in relation to Milestone Contribution 2 and or Milestone Contribution 3, the criteria to record such liability has not been met yet, and the Company does not have an accrued PMA liability as of March 31, 2026.

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
Total20262027202820292030Thereafter
Materials purchase commitments - LLM$41,938$—$41,938$—$—$—$—
Supply chain readiness and manufacturing12,3768,4773,433466———
Services commitments - Other34,64119,42810,7624,451———
PMA contributions———————
Sales and marketing agreements26,10026,100—————
Lease commitments10,1535721,0841,4111,6481,6623,776
Total$125,208$54,577$57,217$6,328$1,648$1,662$3,776

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 $7,070.

Subsequent to March 31, 2026, the Company executed supply chain readiness and design contracts with Paragon Energy Solutions totaling $25,815. These contracts will complement the Company’s offering by designing and developing control systems that will be utilized with our NPM.

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