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 , 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.

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 nine months ended September 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

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.

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 technology 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

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 wording

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, have 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.

Previous wording

The Company currently has 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 work for FEED Phase 2 as a subcontractor to Fluor in late 2025.

Current wording

The Company currently has 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, at the time 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 work for FEED Phase 2 as a subcontractor to Fluor in late 2025.

Previous wording

On February 12, 2026 the Romanian Government approved the investment decision for the Doicești SMR plant project, allowing for the ability to seek financing to further feasibility studies, and site-specific design work prior to any construction moving forward. This is a positive step in support of advancing the project to the next phase as 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 do not anticipate that RoPower will enter into a pre-EPC contract until they have secured financing to support the pre-EPC activities but once a pre-EPC contract is entered into, we will recommence work on the project. We anticipate that the pre-EPC phase of the project will have an estimated duration of up to 15 months and that activities will include, among other things, the development of a Class 2 cost estimate for the project.

Current wording

On February 12, 2026 the Romanian Government approved the investment decision for the RoPower Doicești SMR plant project, allowing for the ability to seek financing to further feasibility studies, and site-specific design work prior to any construction moving forward. This is a positive step in support of advancing the project to the next phase, which we refer to as the “pre-EPC phase”, as 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 do not anticipate that RoPower will enter into a pre-EPC contract until they have secured financing to support the pre-EPC activities but once a pre-EPC contract is entered into, we anticipate that we will recommence work on the project.

Previous wording

We are positioning ourselves to support the potential next phase of the collaboration between TVA and ENTRA1 which is contingent on the execution of one or more purchase power agreements between ENTRA1 and TVA

Current wording

We are positioning ourselves to support the potential next phase of the collaboration between TVA and ENTRA1 which is contingent on the execution of one or more power purchase agreements between ENTRA1 and TVA.

Previous wording

Revenue decreased 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 the revenue recognized from 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. This resulted in a net reduction of revenue and accounts receivable in the amount of $176, resulting in a negative gross margin for the three months ended June 30, 2026.

Current wording

Revenue decreased by $8.0 million during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily due to the revenue recognized from 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.

Previous 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.

Current wording

Cost of sales decreased $5.4 million during the three months ended September 30, 2026 as compared to the three months ended September 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

R&D expenses increased $10.3 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of $12.8 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 $2.7 million in lower regulatory costs as we received SDA approval in May 2025.

Current wording

R&D expenses increased $7.0 million during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily as a result of $6.7 million higher costs associated with the Company’s increased activities to advance the technological readiness and design maturity of our NPM components.

Previous 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.

Current wording

Other expenses increased by $8.1 million during the three months ended September 30, 2026 as compared to the three months ended September 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 $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.

Current wording

Investment income increased $13.4 million during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, Short-term investments and Investments and higher interest rates.

Previous 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..

Current wording

Revenue decreased $28.8 million during the nine months ended September 30, 2026 as compared to the nine months ended September 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.

Previous wording

Cost of sales decreased $11.9 million during the six months ended June 30, 2026 as compared to the six 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.

Current wording

Cost of sales decreased $17.3 million during the nine months ended September 30, 2026 as compared to the nine months ended September 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

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.

Current wording

R&D expenses increased $17.3 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily as a result of $19.7 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 $2.4 million in lower regulatory and testing costs as we received SDA approval in May 2025.

Previous 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.

Current wording

G&A expenses decreased $485.4 million during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 primarily due to the 2025 recognition of Milestone Contribution 1 of $495.0 million associated with the signing of a non-binding agreement between ENTRA1 and TVA, with no comparable activity in 2026. slightly offset by $4.2 million of higher equity-based compensation and compensation costs due to increased headcount and $2.7 million of ERP costs and higher $2.2 million organizational and advisory costs.

Previous wording

Other expenses increased by $18.0 million during the six months ended June 30, 2026 as compared to the six 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.

Current wording

Other expenses increased by $26.2 million during the nine months ended September 30, 2026 as compared to the nine months ended September 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 as well as advisory fees.

Previous wording

The increase of $14.1 million in investment income reflects the Company’s stronger cash position which resulted in higher investments in interest bearing cash equivalents, Short-term investments and Investments during the six months ended June 30, 2026.

Current wording

The increase of $27.5 million in investment income reflects the Company’s stronger cash position which resulted in higher investments in interest bearing cash equivalents, Short-term investments and Investments during the nine months ended September 30, 2026.

Previous wording

On February 26, 2026, NuScale entered into a 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”).

Current wording

On February 26, 2026, NuScale entered into a 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”). This 2026 ATM Program was completed in June 2026.

Previous 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.

Current wording

While the Company did not issue and sell any Class A common stock during the three months ended September 30, 2026, for the nine months ended September 30, 2026, the Company issued and sold 89,727,165 shares of Class A common stock for the gross and net proceeds of $1,000,000 and $984,475, respectively, with a weighted average price of $11.14 per share.

Previous 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.

Current wording

Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $868.1 million, with negative operating cash flows. As of September 30, 2026, we had Cash and cash equivalents of $513.4 million, Short-term investments of $420.0 million and Investments of $930.7 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.

Previous wording

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

Current wording

Comparison of Cash Flows for the Nine Months Ended September 30, 2026 and 2025

Previous 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.

Current wording

Our cash used in operations increased during the nine months ended September 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

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.

Current wording

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

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 condensed consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at June 30, 2026.

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 $5.2 million on the accompanying condensed consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at September 30, 2026.

Previous 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.

Current wording

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 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.

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 sales and marketing agreement automatically renews for successive one-year periods, unless terminated by either party upon six months’ prior notice.

Previous wording

The following table sets forth the principal cash obligations and commitments that the Company has entered into, assuming no renewals thereafter.

Current wording

The following table sets forth the principal cash obligations and commitments that the Company has entered into as of September 30, 2026, assuming no renewals thereafter.