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NUSCALE POWER Corp (SMR)

CIK: 0001822966. SIC: 3443 Fabricated Plate Work (Boiler Shops). Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Manufacturing > SIC Major Group 34 > SIC 3443 Fabricated Plate Work (Boiler Shops)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1822966. Latest filing source: 0001822966-26-000018.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue31,479,000USD20252026-02-26
Net income-355,794,000USD20252026-02-26
Assets1,412,512,000USD20252026-02-26

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001822966.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric202020212022202320242025
Revenue600,0002,862,00011,804,00022,810,00037,045,00031,479,000
Net income-88,387,000-102,493,000-25,914,000-58,362,000-136,623,000-355,794,000
Operating income-158,843,000-174,300,000-229,995,000-275,565,000-138,725,000-689,571,000
Gross profit245,0001,092,0004,487,0003,849,00032,108,00011,431,000
Diluted EPS0.000.00-0.51-0.80-1.47-2.17
Operating cash flow-47,235,000-99,162,000-148,609,000-183,254,000-108,666,000-459,610,000
Capital expenditures3,526,0001,952,0002,332,0001,725,00044,000508,000
Share buybacks49,00017,000566,0000.000.00
Assets234,445,409121,197,000348,635,000224,858,000544,673,0001,412,512,000
Liabilities41,759,93452,799,00071,548,00095,520,00091,553,000298,961,000
Stockholders' equity-39,614,52566,258,000114,679,00093,457,000618,695,0001,168,841,000
Cash and cash equivalents1,906,34877,094,000217,685,000120,265,000401,556,000836,417,000
Free cash flow-50,761,000-101,114,000-150,941,000-184,979,000-108,710,000-460,118,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric202020212022202320242025
Return on equity-154.69%-22.60%-62.45%-22.08%-30.44%
Return on assets-37.70%-84.57%-7.43%-25.96%-25.08%-25.19%
Liabilities / equity0.800.621.020.150.26
Current ratio42.931.787.381.775.254.30

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001822966.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-30-0.06reported discrete quarter
2022-Q32022-09-30-0.23reported discrete quarter
2023-Q12023-03-31-0.16reported discrete quarter
2023-Q22023-06-305,795,000-9,523,000-0.13reported discrete quarter
2023-Q32023-09-306,950,000-19,122,000-0.26reported discrete quarter
2023-Q42023-12-314,560,000-18,755,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-311,379,000-16,572,000-0.21reported discrete quarter
2024-Q22024-06-30967,000-27,617,000-0.31reported discrete quarter
2024-Q32024-09-30475,000-17,459,000-0.18reported discrete quarter
2024-Q42024-12-3134,224,000-74,975,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3113,375,000-14,005,000-0.11reported discrete quarter
2025-Q22025-06-308,054,000-17,641,000-0.13reported discrete quarter
2025-Q32025-09-308,242,000-273,319,000-1.85reported discrete quarter
2025-Q42025-12-311,808,000-50,829,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31565,000-44,015,000-0.14reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001822966-26-000054.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

Overview

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 are commercializing 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.

Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In September 2020, our 12-module design (currently approved for 160 million watts of thermal power

or 50 MWe per NPM) became the first and only SMR to receive an SDA from the NRC. In May 2025, the NRC finalized their review and approved our second SDA application and the associated licensing topical reports for our 6-unit 77 MWe NPM design, giving customers in the United States the ability to reference the approved design and SDA for expedited construction and operating licensing for a plant that is using the NuScale SMR technology.

NuScale is actively collaborating with ENTRA1 on development initiatives for the deployment of NuScale’s nuclear technology. ENTRA1 is NuScale’s exclusive global partner for the commercialization and development of our products and services, including NPMs to be included in nuclear power plants. While ENTRA1 can decide in its sole discretion whether to participate in commercialization and development opportunities with NuScale, NuScale must obtain ENTRA1’s consent to pursue opportunities without their involvement.

Outlook

Foreign SMR Market

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.

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.

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.

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With ENTRA1, we continue to develop our international customer interest as we foresee significant customer demand over the long-term outside of the United States as industry trends like decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions continue to grow. Our collective team puts significant effort into developing dialogue with foreign governments and corporations in order to educate and market our technology.

Domestic SMR Market

Demand for energy in the United States is currently being driven by the significant growth in the data center industry, particularly as artificial intelligence (“AI”) deployment, cloud computing adoption, and digital transformation initiatives accelerate across sectors. Further, the United States government has identified nuclear technology as imperative to the country’s national security objectives and ordered the expansion of American nuclear energy capacity to 400 gigawatts by 2050, or nearly 400% the current capacity.

On September 2, 2025, the Tennessee Valley Authority (“TVA”) announced the signing of a non-binding agreement under which ENTRA1 and TVA will collaborate to develop plants to provide TVA with up to 6 gigawatts of new nuclear power generation. TVA and ENTRA1 announced that this collaboration is an important first step to advance deployment of nuclear technology in the United States, with ENTRA1 also announcing that its immediate strategy is to utilize NuScale’s SMR equipment inside their power plants.

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

In addition, ENTRA1 and NuScale continue to develop domestic customer interests, including interest from hyperscaler, technology, industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities.

Results of Operations

Three Months Ended March 31,

(in thousands)

2026

2025

Revenue (2026 - $—; 2025 - $7,269 from related party)

$

565 

$

13,375 

Cost of sales

(544)

(6,373)

    Gross Margin

21 

7,002 

Research and development expenses

12,805 

9,131 

General and administrative expenses

24,839 

23,264 

Other expenses

19,901 

9,934 

    Loss From Operations

(57,524)

(35,327)

Sponsored cost share

4 

63 

Investment income

10,835 

5,211 

   Loss Before Income Taxes

(46,685)

(30,053)

Foreign income taxes

— 

342 

   Net Loss

$

(46,685)

$

(30,395)

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

Revenue

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.

Cost of Sales

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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.

Research and Development

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.

General and Administrative

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.

Other Expenses

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.

Investment Income

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.

Liquidity and Capital Resources

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”).

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.

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 ende

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations should be read together with our financial statements as of and for the years ended December 31, 2025, 2024 and 2023 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 section entitled “Risk Factors” included in this 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.

Overview

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 are commercializing 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.

Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In September 2020, our 12-module design (currently approved for 160 million watts of thermal power

or 50 MWe per NPM) became the first and only SMR to receive an SDA from the NRC. In May 2025, the NRC finalized their review and approved our second SDA application and the associated licensing topical reports for our 6-unit 77 MWe NPM design, giving customers in the United States the ability to reference the approved design and SDA for expedited construction and operating licensing for a plant that is using the NuScale SMR technology.

Outlook

NuScale has contracted with ENTRA1 as our global strategic partner for commercialization and development of power plants utilizing NPMs. ENTRA1 holds the exclusive rights for the worldwide commercialization, distribution, sales and development of our products, services and power plants. In this strategic partnership, the Company collaborates on joint development initiatives and financially contributes alongside the partnership in joint activities which may be recoverable as part of its development costs. ENTRA1 can decide whether to participate in a commercial opportunity. If ENTRA1 declines to participate in a commercial opportunity, NuScale may pursue the opportunity on its own.

Foreign SMR Market

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.

The Company has currently 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 FEED Phase 2 as a subcontractor to Fluor. On February 12, 2026 the Romanian Government approved the investment decision for the Doicesti SMR plant project, allowing for the ability to seek secured financing to further feasibility studies, and site-specific design work prior to any construction moving forward. This is a positive step in support of the project to the next phase. During the coming months, 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 anticipate that the pre-EPC activities will have an estimated duration of up to 15 months and will include, among other things, the development of a Class 2 cost estimate for the project. NuScale has yet to commence, but looks forward to negotiating definitive agreements related to our scopes

33

within the elements of project finalization, construction, equipment installation and testing, plant commissioning, and post commercial operation date on-going technical support.

With ENTRA1 we continue to develop our international customer interest as we foresee a significant customer demand over the long-term to be outside of the United States as industry trends like decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions continue to grow. Our collective team puts significant effort into developing dialogue with foreign governments and corporations in order to educate and market our technology.

Domestic SMR Market

Demand for energy in the United States is currently being driven by the significant growth in the data center industry, particularly as artificial intelligence (“AI”) deployment, cloud computing adoption, and digital transformation initiatives accelerate across sectors. Further, the United States government has identified nuclear technology as imperative to the country’s national security objectives and ordered the expansion of American nuclear energy capacity to 400 gigawatts by 2050, or nearly 400% the current capacity.

On August 27, 2025, NuScale LLC and ENTRA1 executed a PMA. Under the PMA, NuScale is named the key supplier to future ENTRA1 Energy Projects (as defined in Note 9 in the accompanying consolidated financial statements) with respect to the supply of SMR technology. The PMA also includes a negotiated maximum sale price for each NPM to be delivered and installed in an ENTRA1 Energy Project, subject to adjustments. It is anticipated that NuScale will enter into agreements for the delivery and installation of NPMs with ENTRA1.

On September 2, 2025, the Tennessee Valley Authority (“TVA”) announced the signing of a non-binding agreement under which ENTRA1 and TVA will collaborate to develop plants to provide TVA with up to 6 gigawatts of new nuclear power generation, with ENTRA1’s immediate strategy being the utilization of NuScale’s SMR equipment inside ENTRA1 Energy PlantsTM.

Under the PMA, we are focused on our expanded ENTRA1 partnership positioning their ENTRA1 Energy Plants™ with NuScale SMRs inside first to TVA. The PMA also positions us to serve hyperscaler, technology, industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities.

Key Factors Affecting Our Prospects and Future Results

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from carbon-based and other non-carbon-based energy generators, the risk of perceived safety issues and their consequences for our reputation and the other factors discussed under the section titled “Risk Factors.” We believe the factors described below are key to our success.

Commencement and Expanding Commercial Launch Operations

The commencement and expansion of the commercialization of our NPMs will be crucial to the success of our business. We believe that the long lead-time involved with siting an SMR, the number of potential customers in the ENTRA1 pipeline and the work being performed by ENTRA1 involving a NuScale deployment project bode well for our potential future success. Further, the Company has already begun manufacturing certain long-lead materials that will be used to build the NPMs, while also placing advance orders with many of our supply chain partners to expedite the build. This process ensures that the Company will be poised to meet the needs of our customer base.

Regulatory Approvals

In May 2025, the NRC finalized their review and approved the Company’s SDA application and the associated licensing topical reports for NuScale’s 6-unit 77 MWe NPM design. Customers in the United States are now able to reference the certified design and SDA for expedited construction and operating licensing of NuScale’s SMR pursuant to 10 CFR Part 52.

Other factors that we believe are critical to our future success are country-level approvals of our NPM design. We also believe site-approvals by our customers to be key to facilitating broader adoption of our products and services. Obtaining these approvals before others is critical in maintaining our competitive advantage.

34

Key Components of Results of Operations

Our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Revenue

All revenue that we have generated to date arises from engineering and licensing fees and services provided to potential customers, including those as a result of the FEED services. We expect to generate a significant portion of our revenue from the sale of NPMs. We also expect to generate revenue by providing critical services, such as start-up and testing and nuclear fuel and refueling services, over the life cycle of each power plant.

Cost of Sales

Our cost of sales generated to date consists of direct expenses incurred to deliver our services to customers. It is comprised primarily of direct labor expenses, travel and other personnel costs, professional fees and engineering overhead typically expensed when the associated Revenue is recognized.

Expenses

Research and Development Expense

Our research and development (“R&D”) expenses consist primarily of internal and external expenses incurred in connection with our R&D activities. These expenses include labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our NPM design. R&D costs have been expensed as incurred.

General and Administrative Expense

General and administrative (“G&A”) expenses consist of compensation costs for personnel in executive, finance, accounting, human resources, and other administrative functions and professional fees paid for accounting, auditing and consulting services, insurance costs and facility costs. G&A expenses also include advertising, marketing and business development expenses, including the costs of our PMA milestone payments not supported by a binding customer contract.

Other Expense

Other operating expenses consist primarily of compensation costs (including indirect benefits and equity-based compensation expense) for operating personnel.

Sponsored Cost Share

When the Company was focused on R&D activities, the Company entered into cost share agreements with both governmental and private entities, under which the Company is reimbursed for certain activities. Generally, as our qualifying operating costs change, there is a corresponding change in the reimbursable amounts. The amount of any reimbursement is recognized in the period that we recognize the qualifying expenses.

Income Tax Effects

NuScale LLC was historically and remains a partnership for U.S. federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of NuScale LLC.

35

Results of Operations

Year Ended December 31,

(in thousands)

2025

2024

2023

Revenue (2025 - $23,921; 2024 - $4,225; 2023 - $16,897 from related party)

$

31,479 

$

37,045 

$

22,810 

Cost of sales

(20,048)

(4,937)

(18,961)

   Gross margin

11,431 

32,108 

3,849 

Research and development expenses

45,532 

46,817 

156,050 

General and administrative expenses

609,825 

75,901 

65,404 

Other expenses (2025 - $0; 2024 - $767; 2023 - $32,875 from related party)

45,645 

48,115 

57,960 

   Loss from operations

(689,571)

(138,725)

(275,565)

Sponsored cost share

149 

6,884 

61,031 

Change in fair value of warrant liabilities

— 

(222,999)

23,627 

Investment income

25,302 

8,388 

10,792 

   Loss before income taxes

(664,120)

(346,452)

(180,115)

Foreign income taxes

342 

1,935 

— 

   Net loss

$

(664,462)

$

(348,387)

$

(180,115)

Comparison of the Years Ended December 31, 2025 and 2024

Revenue

The decrease in Revenue was primarily due to a reduction in revenue recognized from the RoPower technology license agreement (“TLA”) executed in 2024. This decrease was partially offset by substantially higher Fluor FEED Phase 2 engineering services in support of the RoPower project.

Cost of Sales

The increase in Cost of sales compared to the prior year was due to the engineering services required by Fluor under their FEED Phase 2 contract with RoPower. The licensing revenue earned under the TLA has no cost of sales.

G&A Expenses

G&A expenses increased $533.9 million, primarily due to (i) the recognition of Milestone Contribution 1 of $507.4 million and (ii) higher strategic business development costs of $14.6 million, both resulting from increased commercialization efforts, (iii) and $11.8 million in advisory, legal and accounting fees.

Other Expenses

The decrease in Other expenses was a result of Company personnel being assigned to the Fluor FEED phase 2 contract, rather than R&D, which is reflected in the increase in Cost of sales. This decrease is partially offset by higher information technology fees.

Sponsored Cost Share

Sponsored cost share decreased due to the Company hitting the cost share cap with DOE and United States Trade and Development Agency (“USTDA”) during the 2025 fiscal year as the Company continues to focus on commercialization.

Change in fair value of warrant liabilities

The Company recognized no change in fair value of warrant liabilities during the 2025 fiscal year due to all the Warrants being redeemed or exercised at the end of the 2024 fiscal year.

Investment income

Investment income increased $16.9 million due to the Company’s stronger cash position and higher balances in cash equivalents and short and longer-term investments compared to 2024.

36

Comparison of the Years Ended December 31, 2024 and 2023

Revenue

The increase in Revenue was attributable to engineering and licensing fees and services in support of advancing RoPower’s goal of deploying a NuScale 6-module power plant in Romania.

Cost of Sales

The decrease in Cost of sales was a result of the type of revenue earned, much of which was from a technology licensing agreement, which included no associated cost of sales.

R&D Expense

R&D expenses decreased significantly during the 2024 fiscal year as the Company is transitioning from an R&D-based company to a commercial company. In doing so, management was able to implement various internal cost optimization measures, which resulted in savings in personnel costs of $8.4 million and professional fees of $50.4 million. Further, the 2023 fiscal year saw the termination of the CFPP contract and the Release Agreement payment and expense of $49.8 million.

G&A Expenses

G&A expenses increased as a result of higher marketing and advertising spend as we continue to build brand recognition across the globe, the write-off of uncollectible receivables and professional fees to help the Company navigate from an R&D-based company to a commercial company.

Other Expense

Other expenses decreased as a result of savings associated with management’s cost optimization measures and decrease in discretionary spending resulting in savings of $9.8 million in personnel costs, equity-based compensation and general costs.

Sponsored Cost Share

Sponsored cost share decreased due to the Company hitting the cost share cap with DOE, United States Trade and Development Agency (“USTDA”) and RoPower and the termination of the CFPP contract.

Change in fair value of warrant liabilities

The price of the Warrants, which is used to calculate their fair value, has significantly increased year-over year driven by a rising stock price as the market realizes the advantages NuScale’s technology brings to the energy industry, and the Company redeemed all outstanding Warrants in the fourth quarter of the 2024 fiscal year.

Foreign income taxes

During the 2024 fiscal year, the Company executed a contract with an entity based out of Romania resulting in income tax being withheld to pay the Romanian taxing authority.

Liquidity and Capital Resources

On November 7, 2025, NuScale entered into a sales agreement (the “Q4 2025 Sales Agreement”) with UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. as sales agents under which the Company offered and sold shares of our Class A common stock, having an aggregate sales price of up to $750.0 million (the “Q4 2025 ATM Program”). On August 11, 2025, NuScale entered into a sales agreement (the “Q3 2025 Sales Agreement”) with UBS Securities LLC, TD Securities (USA) LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. as sales agents under which the Company was able to offer and sell shares of our Class A common stock, having an aggregate sales price of up to $500.0 million (the “Q3 2025 ATM Program”). Upon execution of the Q4 2025 Sales Agreement, NuScale terminated the Q3 2025 ATM Program.

On November 8, 2024, the Company entered into a sales agreement with TD Securities (USA) LLC, UBS Securities LLC, B. Riley Securities, Inc. and Canaccord Genuity LLC as sales agents under which the Company was able to offer and sell shares of Class A common stock, having an aggregate sales price of up to $200,000 (the “2024 ATM Program”). In connection with the entry into the Q3 2025 Sales Agreement, NuScale terminated the 2024 ATM Program.

During the year ended December 31, 2025, the Company issued and sold 57,112,216 shares of Class A common stock for the gross and net proceeds of $1,327.6 million and $1,299.7 million, respectively, associated with the Q4 2025 ATM

37

Program, Q3 2025 ATM Program and 2024 ATM Program. As of December 31, 2025, we have sold shares of Class A common stock for an aggregate sales price of $750,000 under the Q4 2025 ATM Program.

Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $732.9 million, with negative operating cash flows. As of December 31, 2025, we had cash and cash equivalents of $836.4 million, liquid investments of $450.8 million and restricted cash of $5.1 million with no debt, while using $459.6 million of cash in operations. Historically, our primary sources of cash included sales under our at-the-market equity (“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 R&D 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 Doicesti FEED Phase 2 project, which targets the development of six NPM at a former coal plant site in Doicesti, Romania.

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 on our potential need for future funding, see the section of this Annual Report on Form 10-K entitled “Risk Factors.”

The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:

Year Ended December 31,

(in thousands)

2025

2024

2023

Net Cash Used in Operating Activities

$

(459,610)

$

(108,666)

(183,254)

Net Cash (Used) Provided by Investing Activities

(411,262)

(39,849)

48,275 

Net Cash Provided by Financing Activities

1,305,733 

429,806 

16,127 

Net Change in Cash, Cash Equivalents and Restricted Cash

$

434,861 

$

281,291 

$

(118,852)

Comparison of Cash Flows for the Years Ended December 31, 2025 and 2024

Cash Flows used in Operating Activities

Our cash used in operations during the year ended December 31, 2025 increased due to the trigger of Milestone Contribution 1 under the PMA of $247.5 million as we move forward with commercialization efforts, the payment associated with the tri-Party Agreement with the U.S. Department of Energy and CFPP LLC on Long Lead Materials and additional payments toward the acquisition and construction of long-lead material in the amounts of $32.3 million and $60.4 million, respectively.

Cash Flows used in Investing Activities

During the 2025 fiscal year, management executed a strategy to diversify the Company’s investment portfolio by purchasing more short term and longer-term investments to take advantage of higher interest rates, thereby leveraging the Company’s strong cash position.

Cash Flows provided by Financing Activities

The Company’s financing activities consist of proceeds arising from utilizing our ATM sales and the exercise of options. The current year saw much higher ATM activity, as management is increasing liquid holdings in order to make payments under the PMA and to supply chain vendors to continue the advancement of the manufacturing of our first NPM. In the prior year, the Company received proceeds of $205.4 million for either the exercise or redemption of Warrants, with no such Warrants outstanding at December 31, 2024.

Comparison of Cash Flows for the Years Ended December 31, 2024 and 2023

Cash Flows used in Operating Activities

Net cash used in our operating activities decreased during the year ended December 31, 2024, as management was able to implement cost optimization measures while transitioning from an R&D company to a commercial company. In addition, the Company did not incur any termination fees similar to the $49.8 million payment to CFPP associated with the Release Agreement made in the 2023 fiscal year.

Cash Flows used in Investing Activities

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The majority of the Company’s investing cash flows result from the purchase and sale of short-term investments, with minimal capital expenditures annually.

Cash Flows provided by Financing Activities

The Company’s financing activities consist of proceeds arising from utilizing our ATM sales and the exercise of options and warrants. The current year saw much higher ATM activity, as management took advantage of a rising stock price to increase our cash balance by $204.6 million as we continue to fund business development measures. In connection with NuScale’s announced redemption of the outstanding Warrants, Warrant exercises prior to the redemption time on December 19, 2024 resulted in approximately $205.4 million in proceeds, while the remaining increase in cash resulted from stock option exercises.

Commitments and Contractual Obligations

Off-Balance Sheet Arrangements

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 consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, NuScale entered into various purchase commitments with our supply chain partners for additional material to support the development of future NPMs, as well as to expedite said development of NPMs.

As of December 31, 2025, the criteria for triggering payment of Milestone Contribution 1 under the PMA has been achieved, as ENTRA1 has entered into a non-binding agreement relating to 72 NPMs. This achievement resulted in a liability of $259.9 million for contributions payable in 2026, which is included in Accounts payable and accrued expenses on the consolidated balance sheet.

In January 2025, the Company entered into sales and marketing agreements in the amount of $34.8 million for services to be performed ratably over the 2025 fiscal year. Effective June 30, 2025, this agreement was extended for the 2026 fiscal year.

The following table sets forth the principal cash obligations and commitments noted above assuming no renewals thereafter.

Payments Due By Year

(in thousands)

Total

2026

2027

2028

2029

Materials purchase commitments - LLM

$

48,867 

$

6,929 

$

41,938 

$

— 

$

— 

Supply chain readiness and manufacturing

$

12,382 

7,595 

4,321 

466 

— 

Services commitments - Other

$

42,043 

29,766 

7,582 

4,661 

34 

Sales and marketing agreements

$

34,800 

34,800 

— 

— 

— 

PMA contributions

$

259,884 

$

259,884 

$

— 

$

— 

$

— 

Total

$

397,976 

$

397,976 

$

338,974 

$

53,841 

$

5,127 

$

34 

From time to time, NuScale enters into technical assistance grant programs with the USTDA, whereby the Company receives cost share commitments to support licensing work in foreign markets. Under these programs, NuScale has agreed to pay the USTDA a certain percentage of all revenue earned in a geographic area or associated with a specific contract. Should NuScale earn revenue under the guidelines of these programs, the Company could owe the USTDA for funds previously received, or up to $7.1 million.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment

39

and (2) the use of different judgments, estimates and assumptions could have a material impact on our financial statements. Our significant accounting policies are described in Note 2 in the accompanying consolidated financial statements.

Additional information about our critical accounting policies follows:

Revenue Recognition

In addition to advancing the commercialization of our SMR, we provide engineering and licensing services to customers.

We recognize fixed price contract revenue with multiple performance obligations as each obligation is completed. We allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. For performance obligations satisfied at a point in time we recognize revenue when delivery of the promised good has occurred or the service has been rendered. For performance obligations satisfied over time we use the cost-to-cost input method to estimate the amount to recognize. Revenue recognized on contracts that has not been billed to customers is classified as a current asset under accounts and other receivables on the consolidated balance sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under deferred revenue on the consolidated balance sheet.

NuScale has also executed contracts that include variable consideration. The variable consideration is recognized subject to appropriate constraints, as required by GAAP, to avoid a significant reversal of revenue in future periods. Management reviewed the Company’s variable consideration on at least a quarterly basis. All significant contracts with variable consideration have been completed as of December 31, 2025.

Revenue recognition and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, penalty provisions, labor productivity and cost estimates. We continuously monitor factors that may affect the quality of our estimates, and material changes in estimates are disclosed accordingly.

We exclude all taxes assessed by governmental authorities from our measurement of transaction prices that are both

(i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales.

We generally provide limited warranties for work performed under our engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of our work.

Consideration Paid to Customer or Prospective Customer

Under the PMA, ENTRA1 is a prospective customer of NuScale. As such, contributions made by NuScale to ENTRA1 under the PMA fall under the guidance of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 606, Revenue Recognition, for consideration paid to customers or prospective customers. Management evaluates the facts and circumstances of any payments to ENTRA1 to determine the nature of the payment, rights and obligations under the contract and whether the payment meets the definition of an asset. Based on management’s review of the terms that trigger payment of Milestone Contribution 1 of the PMA (see Note 9), the Company has determined that payment of Milestone Contribution 1 does not meet the criteria required under ASC 606 for capitalization, and as such has been expensed as incurred.

Recent Accounting Pronouncements

Refer to Note 2 in the accompanying consolidated financial statements for a summary of recently adopted and recently issued accounting standards and their related effects or anticipated effects on our consolidated results of operations and financial condition.