NUSCALE POWER Corp

Previous wording

The following discussion and analysis of the financial condition and results of operations of NuScale Corp should be read together with our financial statements as of and for the years ended December 31, 2025, 2024 and 2023 and our unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025, together with related notes thereto. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties, including, but not limited to, those described under the sections entitled “Risk Factors” in our 2025 Annual Report on Form 10-K. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors. As used herein, “NuScale,” the “Company,” “us,” “our” or “we” refer to NuScale Corp, together with its consolidated subsidiaries.

Current wording

The following discussion and analysis of the financial condition and results of operations of NuScale Corp should be read together with our financial statements as of and for the years ended December 31, 2025, 2024 and 2023 , including as may be found in the Company’s 2025 Annual Report on Form 10-K, and our unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 and 2025, together with related notes thereto. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties, including, but not limited to, those described under the sections entitled “Risk Factors” in our 2025 Annual Report on Form 10-K. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors. As used herein, “NuScale,” the “Company,” “us,” “our” or “we” refer to NuScale Corp, together with its consolidated subsidiaries.

Previous wording

Cost of sales decreased $5.8 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the completion of the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project in late 2025.

Current wording

Cost of sales decreased $6.0 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to the completion of the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project in late 2025.

Previous wording

Research and development (“R&D”) expenses increased $3.7 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily as a result of $5.7 million higher costs associated with the Company’s increased activities to advance the technological readiness and design maturity of our NPM components, partially offset by $1.9 million in lower regulatory costs as we received SDA approval in May 2025.

Current wording

R&D expenses increased $6.6 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of $7.1 million higher costs associated with the Company’s increased activities to advance the technological readiness and design maturity of our NPM components, partially offset by $0.6 million in lower regulatory costs as we received SDA approval in May 2025.

Previous wording

G&A expenses increased $1.6 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to $1.4 million of higher compensation costs due to increased headcount and $1.1 million of higher organizational costs, partially offset by $1.1 million of lower accounting and legal fees now that the initial costs associated with becoming a large accelerated filer have passed.

Current wording

G&A expenses increased $4.4 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to $1.2 million of higher equity-based compensation and personnel costs due to increased headcount and $3.9 million of higher organizational costs, partially offset by $1.0 million of lower legal fees now that the initial costs associated with becoming a large accelerated filer have passed.

Previous wording

Other expenses increased by $10.0 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to (a) the Company’s engineers and project personnel working on fewer commercial projects than in the prior year, resulting in the lower allocation to Cost of sales described above and (b) higher Other Compensation costs incurred as we have ramped up the resources supporting supply chain readiness and the delivery of future commercial projects.

Current wording

Other expenses increased by $8.0 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to (a) the Company’s engineers and project personnel working on fewer commercial projects than in the prior year, resulting in the lower allocation to Cost of sales described above and (b) higher other compensation costs incurred as we have ramped up the resources supporting supply chain readiness and the delivery of future commercial projects.

Previous wording

Investment income increased $5.6 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, short-term investments and longer-term investments.

Current wording

Investment income increased $8.5 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, Short-term investments and Investments.

Previous wording

Revenue decreased $12.8 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to the revenue recognized from the RoPower technology license agreement (“TLA”) completed during the first three months of 2025 as well as the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project, which was completed in late 2025, with no comparable activity in 2026.

Current wording

Revenue decreased $20.8 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to the revenue recognized from the RoPower technology license agreement (“TLA”) completed during the first three months of 2025 as well as the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project, which was completed in late 2025, with no comparable activity in 2026. Further, during June 2026, the Company reached an agreement with Fluor regarding the price of certain services provided to Fluor during the Fluor FEED Phase 2 engineering contract and which resulted in the reduction of revenue and accounts receivable in the amount of $176, resulting in a negative gross margin for the six months ended June 30, 2026..

Previous wording

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 $37.9 million and $37.3 million, respectively, with a weighted average price of $12.01 per share. As of March 31, 2026, the Company had $962.1 million worth of shares of Class A common stock eligible for sale under the 2026 ATM Program.

Current wording

During the six months ended June 30, 2026, the Company issued and sold 89,727,165 shares of Class A common stock for the gross and net proceeds of $1.0 billion and $984.5 million, respectively, with a weighted average price of $11.14 per share before completing the ATM Program in June 2026.

Previous wording

Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $776.9 million, with negative operating cash flows. As of March 31, 2026, we had cash and cash equivalents of $341.1 million and short-term investments of $549.0 million, with no debt. Historically, our primary sources of cash included sales under the ATM Programs, investment capital, and DOE and other government sponsored cost share agreements to support the advancement of our SMR technology both domestically and abroad. As we transition from research and development to the commercialization of our technology, we are focusing on commercial contracts that generate revenue and are investing in activities that advance the production of our NPMs. During the year ended December 31, 2024, we executed two revenue generating agreements in relation to the advancement of Doicești project Phase 2 Front-End Engineering and Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicești, Romania.

Current wording

Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $824.4 million, with negative operating cash flows. As of June 30, 2026, we had Cash and cash equivalents of $766.5 million, Short-term investments of $305.7 million and Investments of $820.8 million, with no debt. Historically, our primary sources of cash included sales under the ATM Programs, investment capital, and DOE and other government sponsored cost share agreements to support the advancement of our SMR technology both domestically and abroad. As we transition from research and development to the commercialization of our technology, we are focusing on commercial contracts that generate revenue and are investing in activities that advance the production of our NPMs. During the year ended December 31, 2024, we executed two revenue generating agreements in relation to the advancement of Doicești project Phase 2 Front-End Engineering and Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicești, Romania.

Previous 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 regarding risk factors, see the Company’s 2025 Annual Report on Form 10-K.

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 regarding our risk factors, see the related section in the Company’s 2025 Annual Report on Form 10-K.

Previous wording

Comparison of Cash Flows for the Three Months Ended March 31, 2026 and 2025

Current wording

Comparison of Cash Flows for the Six Months Ended June 30, 2026 and 2025

Previous wording

Our cash used in operations increased during the three months ended March 31, 2026, primarily due to the payment to ENTRA1 of $259.9 million, lower collections from customers and prepayments to vendors for the manufacture of the LLM.

Current wording

Our cash used in operations increased during the six months ended June 30, 2026, primarily due to the payment to ENTRA1 of $259.9 million, lower collections from customers and prepayments to vendors for the manufacture of the LLM.

Previous wording

Cash Flows (used in) provided by Investing Activities

Current wording

Cash Flows used in Investing Activities

Previous wording

Net cash used in investing activities was $218.4 million for the three months ended March 31, 2026, as management continued to implement its strategy of deploying excess cash into a mix of short-term and long-term investments. This opportunistic allocation reflects our objective of maximizing returns while maintaining liquidity, aligning with our expected future operational needs and cash requirements.

Current wording

Net cash used in investing relates to purchases and sales of investments as management continues to implement its strategy of deploying excess cash into a mix of short-term and long-term investments. This opportunistic allocation reflects our objective of maximizing returns while maintaining liquidity, aligning with our expected future operational needs and cash requirements.

Previous wording

During both the three months ended March 31, 2026 and 2025, net cash provided by financing activities consisted of proceeds from the utilization of our at-the-market programs.

Current wording

During both the six months ended June 30, 2026 and 2025, net cash provided by financing activities consisted of proceeds from the utilization of our at-the-market programs.

Previous wording

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 $4.3 million. The future cash payments associated with this lease have been included in the commitments table below.

Current wording

Further, as described in Note 2, the Company executed a letter of credit associated with the Houston facility lease in the amount of $4.3 million, which is collateralized by restricted cash in the amount of $4.5 million. The future cash payments associated with this lease have been included in the commitments table below.

Previous wording

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 $34.8 million.

Current wording

In 2023, NuScale entered into a sales and marketing agreement with ENTRA1, which was amended effective as of January 1, 2025, to increase the Company’s annual commitment to $34.8 million for services provided ratably over the course of the year. This sale and marketing agreement automatically renews for successive one-year periods, unless terminated by either party upon six months’ prior notice.

Previous wording

Subsequent to March 31, 2026, the Company executed supply chain readiness and design contracts with Paragon Energy Solutions totaling $25.8 million. These contracts will complement the Company’s offering by designing and developing control systems that will be utilized with our NPM.

Current wording

In July, the Company executed supply chain readiness and design contracts with Paragon Energy Solutions totaling $25.8 million. These contracts will complement the Company’s offering by designing and developing the Highly Integrated Protection System that will be utilized with our NPM and are included in our commitments schedule below.