NuScale Seeks to Double Authorized Shares Amid Capital Crunch

TL;DR

**SMR needs to double its authorized shares to stay afloat and fund future growth, expect dilution but it's a necessary evil.**

AI Summary

NuScale Power Corporation (SMR) is seeking stockholder approval to increase its authorized Class A common stock from 332,000,000 shares to 662,000,000 shares, effectively doubling its capacity. As of November 17, 2025, all 332,000,000 authorized shares were either issued or reserved for issuance, including 19,881,099 for Class B common stock exchange, 7,734,100 for the 2022 Long-Term Incentive Plan, 18,905,724 for its at-the-market equity offering program, and 2,635,595 for the NuScale Power LLC Equity Incentive Plan. The company, which has not yet commercialized its NuScale Power Modules (NPMs), relies on cost-sharing awards from the U.S. Department of Energy and proceeds from its at-the-market equity offerings for revenue. NuScale anticipates incurring losses in the near to medium-term and requires additional capital to fund operations and strategic initiatives, including potential mergers, acquisitions, and equity compensation. Failure to approve this increase could severely limit NuScale's financial flexibility, potentially jeopardizing its ability to continue as a going concern and hindering its growth strategy.

Why It Matters

This proposed share increase is critical for NuScale Power's survival and growth, as the company has not yet commercialized its core product, NuScale Power Modules, and faces ongoing losses. For investors, it signals potential significant dilution, but also the necessity for future capital raises to fund operations and strategic initiatives in a highly competitive small modular reactor (SMR) market. Employees and customers are directly impacted by the company's ability to secure funding, which underpins project development and job security. Without this flexibility, NuScale's ability to compete with established energy players and other SMR developers could be severely hampered, impacting the broader nuclear energy sector's innovation.

Risk Assessment

Risk Level: high — The filing explicitly states that if Proposal 1 is not approved, it could create "substantial doubt about our ability to continue as a going concern." This is a high risk as the company has not commercialized its NPMs and relies on equity sales for funding, having already exhausted its current authorized shares of 332,000,000 as of November 17, 2025.

Analyst Insight

Investors should carefully weigh the potential for significant dilution against the necessity of this capital raise for NuScale's long-term viability. Consider voting 'FOR' the proposal, but be prepared for increased share count and potential downward pressure on stock price in the short to medium term as new shares are issued.

Key Numbers

• 332,000,000 — Current authorized Class A common stock (All shares issued or reserved as of November 17, 2025)
• 662,000,000 — Proposed authorized Class A common stock (Doubling the current authorized shares to provide capital flexibility)
• 19,881,099 — Shares reserved for Class B common stock exchange (Part of the 332,000,000 shares reserved for issuance)
• 7,734,100 — Shares reserved under 2022 Long-Term Incentive Plan (Part of the 332,000,000 shares reserved for issuance)
• 18,905,724 — Shares reserved under at-the-market equity offering program (Part of the 332,000,000 shares reserved for issuance, primary funding source)
• 2,635,595 — Shares reserved under NuScale Power LLC Equity Incentive Plan (Part of the 332,000,000 shares reserved for issuance)
• 179,000,000 — Authorized Class B common stock (Will remain unchanged)
• 5,000,000 — Authorized preferred stock (Will remain unchanged)
• November 17, 2025 — Record Date (Date for determining stockholders eligible to vote)
• December 16, 2025 — Special Meeting Date (Date for virtual stockholder meeting at 11:00 a.m. Eastern Time)

Key Players & Entities

• NuScale Power Corporation (company) — Registrant and issuer of Class A common stock
• U.S. Department of Energy (regulator) — Source of cost-sharing awards for NuScale
• ENTRA1 Energy LLC (company) — Strategic investor and partner of NuScale
• Fluor Corporation (company) — Strategic investor and partner of NuScale
• Alan L. Boeckmann (person) — Chairman of the Board of NuScale Power Corporation
• John L. Hopkins (person) — Chief Executive Officer of NuScale Power Corporation
• James D. Canafax (person) — Corporate Secretary of NuScale Power Corporation
• The New York Stock Exchange (regulator) — Listing rules governing share issuance
• Secretary of State of the State of Delaware (regulator) — Authority for filing Certificate of Amendment
• RoPower Nuclear S.A. (company) — Client for Phase 2 Front-End Engineering and Design project in Romania

FAQ

Risk Factors

• Limited Authorized Shares [high — financial]: NuScale's authorized Class A common stock is fully utilized, with all 332,000,000 shares issued or reserved for issuance as of November 17, 2025. This includes significant allocations for stock-based compensation plans and at-the-market equity offerings. The proposed increase to 662,000,000 shares is critical for future capital raising and strategic initiatives.
• Dependence on Capital Raising [high — financial]: The company relies on proceeds from at-the-market equity offerings and U.S. Department of Energy cost-sharing awards for revenue, as it has not yet commercialized its NuScale Power Modules (NPMs). NuScale anticipates incurring losses and requires additional capital for operations, strategic initiatives, and potential M&A.
• Commercialization and Market Adoption Risk [high — operational]: NuScale has not yet commercialized its NuScale Power Modules (NPMs). The market for Small Modular Reactors (SMRs) is not yet established, and there is a risk that it may not grow as expected. Delays in development and manufacturing of NPMs and related technology are also significant concerns.
• Regulatory Approval and Compliance [medium — regulatory]: Customers' ability to obtain required regulatory approvals for NuScale's technology on a timely basis or at all poses a risk. Compliance with environmental laws and evolving government regulations is also a critical factor for the company's operations and market entry.
• Potential for Future Losses and Profitability Challenges [high — financial]: NuScale anticipates incurring losses in the near to medium-term and may not be able to achieve or maintain profitability. This is exacerbated by the current reliance on external funding sources and the lack of commercialized product revenue.
• Cost Competitiveness of NPMs [medium — market]: The cost of electricity generated from NuScale's NPMs may not be cost-competitive with other energy sources. This could hinder market adoption and revenue generation, especially in a nascent market.
• Liquidity and Ability to Raise Capital [high — financial]: The company's liquidity and ability to raise additional capital are critical for its continued operations. The proposed increase in authorized shares is directly linked to addressing this need and ensuring financial flexibility.
• Dependence on Strategic Partnerships [medium — operational]: NuScale depends on its relationships with ENTRA1 Energy LLC, Fluor Corporation, and other strategic investors and partners. Risks related to partnership milestones, such as the Partnership Milestones Agreement with ENTRA1, could impact project development and commercialization.

Industry Context

NuScale Power operates in the nascent Small Modular Reactor (SMR) market, a segment of the broader nuclear energy industry. The competitive landscape for SMRs is still developing, with NuScale being a prominent player aiming for commercialization. Key industry trends include the global push for decarbonization, energy security concerns, and the potential for nuclear power to provide reliable, carbon-free baseload electricity.

Regulatory Implications

NuScale's success is heavily dependent on regulatory approvals for its technology, both for the company and its customers. The company must navigate complex environmental regulations and evolving government policies related to nuclear energy. Any delays or failures in obtaining these approvals could significantly hinder market entry and commercial viability.

What Investors Should Do

1. Vote FOR Proposal 1: To approve the amendment to increase authorized Class A common stock from 332,000,000 to 662,000,000 shares.
2. Vote FOR Proposal 2: To approve a proposal to adjourn the Special Meeting if necessary.
3. Review the proxy materials carefully to understand the implications of the proposed share increase.
4. Submit your proxy vote by telephone, mail, or online via www.proxyvote.com before the Special Meeting.

Key Dates

• 2025-11-17: Record Date — Determines which stockholders are eligible to vote at the Special Meeting.
• 2025-11-20: Proxy Materials First Made Available — Marks the official start of the proxy solicitation period for the Special Meeting.
• 2025-12-15: Deadline to Submit Questions in Advance — Allows stockholders to submit questions for the Special Meeting, ensuring they are addressed if time permits.
• 2025-12-16: Special Meeting Date — The date when stockholders will vote on the proposed increase in authorized shares and other matters.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at a special meeting, including proposals, board recommendations, and related disclosures. (This document is the proxy statement for NuScale's special meeting, detailing the proposed increase in authorized shares.)

Class A Common Stock

The primary class of common stock issued by NuScale Power Corporation, which is subject to the proposed increase in authorized shares. (The core of the proposal is to double the authorized shares of this stock to provide capital flexibility.)

NuScale Power Modules (NPMs)

NuScale's proprietary small modular reactor technology, which is the company's primary product for future commercialization. (The company's future revenue and profitability depend on the successful development and commercialization of these modules.)

At-the-market (ATM) equity offering program

A program allowing a company to sell shares of its stock over time directly into the open market at prevailing market prices. (NuScale uses proceeds from its ATM program as a significant source of revenue and capital.)

Certificate of Incorporation

The foundational legal document that establishes a corporation and outlines its basic structure, including authorized shares. (The proposed amendment to this document is the central action being voted on at the Special Meeting.)

Small Modular Reactors (SMRs)

A category of nuclear reactors that are smaller than conventional ones, designed for factory fabrication and on-site assembly. (NuScale operates in the SMR market, which is described as not yet established.)

Proxy Statement

A document required by the SEC that provides shareholders with information about a company's business and matters being voted on at a shareholder meeting. (This document is the proxy statement for NuScale's special meeting, detailing the proposed increase in authorized shares.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. If there are doubts about this, it must be disclosed. (Failure to approve the share increase could jeopardize NuScale's ability to continue as a going concern.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, focused on a specific corporate action (increasing authorized shares), rather than an annual report (like a 10-K) or a quarterly report (like a 10-Q). Therefore, direct year-over-year comparisons of financial metrics such as revenue growth, margins, or net income are not applicable to this specific document. The primary focus is on the company's capital structure and future funding needs, highlighting that all current authorized shares are committed, necessitating the proposed increase for continued operations and growth.

Key Financial Figures

• $0.0001 — mpany's Class A common stock, par value $0.0001 per share, from 332,000,000 shares to 6
• $0.001 — of our Class B common stock, par value $0.001 per share ("Class B Common Stock" and,

Filing Documents

• smr-20251119.htm (DEF 14A) — 182KB
• smr-20251119_g1.jpg (GRAPHIC) — 1KB
• smr-20251119_g2.jpg (GRAPHIC) — 8KB
• smr-20251119_g3.jpg (GRAPHIC) — 3KB
• smr-20251119_g4.jpg (GRAPHIC) — 27KB
• smr-20251119_g5.jpg (GRAPHIC) — 10KB
• smr-20251119_g6.jpg (GRAPHIC) — 122KB
• smr-20251119_g7.jpg (GRAPHIC) — 126KB
• 0001822966-25-000182.txt ( ) — 1094KB
• smr-20251119.xsd (EX-101.SCH) — 1KB
• smr-20251119_htm.xml (XML) — 1KB

From the Filing

smr-20251119 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) _______________________________ Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 NuScale Power Corporation (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. November 20, 2025 Fellow Stockholders: You are cordially invited to attend a Special Meeting of NuScale Power Corporation ("NuScale") Stockholders on Tuesday, December 16, 2025, at 11:00 a.m. Eastern Time (the "Special Meeting"). This will be a virtual meeting, meaning that attendance at the Special Meeting will solely be by means of remote communication via the internet at http://www.virtualshareholdermeeting.com/SMR2025SM . There will be no physical location at which stockholders may attend the meeting. We encourage you to access the Special Meeting prior to the start time to allow ample time for online check-in. The website will be open for check-in beginning at 10:30 a.m. Eastern Time on the date of the Special Meeting. All NuScale stockholders of record at the close of business on November 17, 2025 (the "Record Date"), will be able to vote and participate in the meeting by remote communication. Any person who was not a stockholder as of the record date may attend the Special Meeting as an observer but will not be able to vote or ask questions. We encourage you to attend the Special Meeting, but it is important that your shares are represented at the Special Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible. You may attend the Special Meeting and cast your vote at www.proxyvote.com . Have your 16-digit "Control Number" available and then follow the instructions. The Control Number is a 16-digit number that you can find on your proxy card (if you are a stockholder of record who received proxy materials by mail) or voting instruction form (if you are a beneficial owner who received proxy materials by mail). Beneficial owners who do not have a control number should follow the instructions provided on the voting instruction form or otherwise provided by your bank, broker or other nominee. In accordance with the rules and regulations adopted by the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials by sending you this full set of proxy materials, including a proxy card. Accordingly, the accompanying proxy statement, form of proxy card and related materials are first being made available to stockholders on or around November 20, 2025. Our proxy materials are also available to our stockholders free of charge at www.nuscalepower.com/investors. Along with the other members of our Board of Directors, we look forward to you joining us virtually at the Special Meeting. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in NuScale's business. Sincerely, Alan L. Boeckmann John L. Hopkins Chairman of the Board Chief Executive Officer NuScale Power Corporation 1100 NE Circle Blvd., Suite 350 Corvallis, OR 97330 Notice of Special Meeting of Stockholders Tuesday, December 16, 2025 11:00 a.m. Eastern Time www.virtualshareholdermeeting.com/SMR2025SM The principal business of the Special Meeting of Stockholders (the "Special Meeting") of NuScale Power Corporation (the "Company" or "we") will be to: 1. Approve an amendment to the Company's Certificate of Incorporation, as amended, to effect an increase in the total number of authorized shares of the Company's Class A common stock, par value $0.0001 per share, from 332,000,000 shares to 662,000,000 shares (the "Authorized Share Increase Amendment"); and 2. Approve a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if a quorum is not present or there are insufficient votes at the time of the Special Meeting to approve the Authorized Share Increase Amendment. You can vote at the Special Meeting by proxy if you were a stockholder of record at the close of business on November 17, 2025. You may revoke your proxy at any time prior to its exercise at the Special Meeting. By Order of the Board of Directors