Nuscale Power CORP 8-K Filing

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share SMR New York Stoc
• $750,000,000 — ng an aggregate offering price of up to $750,000,000 (the "Shares") through any of UBS, TD C

Filing Documents

• tm2530019d1_8k.htm (8-K) — 31KB
• tm2530019d1_ex1-1.htm (EX-1.1) — 231KB
• tm2530019d1_ex5-1.htm (EX-5.1) — 11KB
• tm2530019d1_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-25-108186.txt ( ) — 498KB
• smr-20251107.xsd (EX-101.SCH) — 3KB
• smr-20251107_lab.xml (EX-101.LAB) — 33KB
• smr-20251107_pre.xml (EX-101.PRE) — 22KB
• tm2530019d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 7, 2025, NuScale Power Corporation (the "Company") entered into a Sales Agreement (the "Sales Agreement") with UBS Securities LLC ("UBS"), TD Securities (USA) LLC ("TD Cowen"),B. Riley Securities, Inc. ("B. Riley"), Canaccord Genuity LLC ("Canaccord") and Tuohy Brothers Investment Research, Inc. ("Tuohy Brothers") with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class A common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $750,000,000 (the "Shares") through any of UBS, TD Cowen,B. Riley, Canaccord or Tuohy Brothers as its "sales agent" (together, the "Sales Agents"). Under the Sales Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made through The New York Stock Exchange or any other trading market for the Common Stock. The Company will pay the sales agent a commission equal up to 3% of the gross sales proceeds of any Shares sold through the sales agent under the Sales Agreement, and has provided each sales agent with customary indemnification and contribution rights. The Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with the terms and conditions set forth therein. Any Shares to be offered and sold unde

02. Termination of a Material Definitive

Item 1.02. Termination of a Material Definitive Agreement. In connection with the entry into the Sales Agreement, the Company terminated its at-the-market offering program pursuant to its prior sales agreement, dated as of August 11, 2025 (the "Prior Sales Agreement"), between the Company and the sales agents named therein. The foregoing description of the Prior Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Prior Sales Agreement, a copy of which is filed as Exhibit 1.1 to the Company's Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2025.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. 1.1 Sales Agreement, dated as of November 7, 2025, between the Company and the Sales Agents 5.1 Opinion of O'Melveny & Myers LLP 23.1 Consent of O'Melveny & Myers LLP (contained in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NuScale Power Corporation Date: November 7, 2025 By: /s/ Robert Ramsey Hamady Name: Robert Ramsey Hamady Title: Chief Financial Officer