NUSCALE POWER Corp
37.30%
111,400,219
1822966
67079K100
Nov 5, 2025
Nov 10, 2025, 05:46 PM
Reporting Persons (3)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Fluor Corporation | CO | 37.30% | 111,400,219 | 0 | 111,400,219 |
| Fluor Enterprises, Inc. | CO | 37.30% | 111,400,219 | 0 | 111,400,219 |
| NuScale Holdings Corp. | CO | 0.20% | 463,747 | 0 | 463,747 |
Disclosure Items (5)
Class A Common Stock, par value $0.0001 per share
NUSCALE POWER Corp
1100 NE Circle Blvd., Suite 350, Corvallis, OR, 97330
Item 5 is hereby amended and supplemented to add the following: (a) - (c) As of the date of filing this Amendment No. 6, Nuke is the record owner of 110,936,472 shares of Class A Common Stock (representing 37.2% of the total outstanding shares of Class A Common Stock and Class B Common Stock), and NuScale Holdings is the record owner of 463,747 shares of Class B Common Stock (representing 0.2% of the total outstanding shares of Class B Common Stock and Class A Common Stock). Each Class B common unit of NuScale LLC (together with the cancellation of a share of Class B Common Stock) is exchangeable for a share of Class A Common Stock.
Item 4 is hereby incorporated by reference into this Item 6. Item 6 is hereby amended and supplemented to add the following: Under the Exchange Agreement, Fluor has agreed to (i) appear at each upcoming special meeting of the Issuer's stockholders or otherwise cause the Subject Shares over which Fluor has the power to vote or direct the voting as of the applicable record date to be counted as present thereat for purposes of calculating a quorum; and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Subject Shares (x) in favor of one or more proposals for the adoption of one or more amendments to the Issuer's certificate of incorporation solely to increase the number of authorized shares of Class A Common Stock (the "Charter Amendment"), (y) in favor of any proposal to adjourn or postpone such meeting to a later date if such adjournment or postponement is proposed at such meeting, and (z) against any action that would prevent, impede, interfere with, delay, postpone, or adversely affect the adoption of the Charter Amendment proposal. Under the Letter Agreement, Nuke agreed to deliver the Subject Shares to a securities account established and maintained at the Custodian (the "Collateral Account") and granted to Dealer a continuing first priority perfected security interest in and right of setoff against, among other things, the Subject Shares, all distributions thereon and rights relating thereto and the Collateral Account. The summaries of the Exchange Agreement and Letter Agreement contained in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the Exchange Agreement, the TRA Amendment and the Letter Agreement filed herewith as Exhibits 1, 2 and 3, respectively, and incorporated herein by reference.
Exhibit 1. Exchange Agreement, dated as of November 6, 2025, by and among NuScale Power Corporation, NuScale Power, LLC and Fluor Corporation. Exhibit 2. Tax Receivable Agreement Amendment, dated as of November 6, 2025, by among NuScale Power Corporation, NuScale Power LLC, Fluor Corporation and Fluor Enterprises, Inc. Exhibit 3. Letter Agreement, dated as of November 9, 2025, by and among Nuke Holdings, LLC, Goldman Sachs International and Goldman Sachs & Co. LLC.