UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

~~__________________________________~~CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 67, 2025

NuScale Power Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39736

98-1588588

~~Delaware~~

~~001-39736~~

~~98-1588588~~

(State or other jurisdictionof incorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1100 NE Circle Blvd., Suite 350Corvallis, OR

97330

(Address of principal executive offices)

(Zip Code)

(971) 371-1592

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

1100 NE Circle Blvd., Suite 350 Corvallis, OR	97330
(Address of principal executive offices)	(Zip Code)

(971) 371-1592

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~Trading Symbol(s)~~

~~Name of each exchangeon which registered~~

Class A common stock, $0.0001 par value per share

SMR

New York Stock Exchange

~~SMR~~

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~(§240.12b-2~~Emerging growth ofcompany ~~this chapter).~~¨

~~Emerging~~If an emerging growth company ☐, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

IfItem an1.01. ~~emerging~~Entry ~~growth~~into ~~company,~~a ~~indicate~~Material byDefinitive ~~check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to~~ Agreement.

~~Section~~On 13November 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 ~~Exchange~~“Common Stock”), ~~Act~~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”).

~~Item~~Under ~~2.02.~~the ~~Results~~Sales Agreement, the Company will set the parameters for the sale of ~~Operations~~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 ~~Financial~~any ~~Condition~~minimum price below which sales may not be made. Subject to the terms of the Sales Agreement, the sales agent may sell the Shares by any method that is deemed to be an “at the market 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.

OnThe ~~November~~Company 6,will ~~2025,~~pay ~~NuScale~~the ~~Power~~sales ~~Corporation~~agent ~~(“NuScale”)~~a commission ~~announced~~equal ~~its~~up ~~financial~~to ~~results~~3% ~~for~~of the ~~third~~gross ~~quarter~~sales ~~which~~proceeds ~~ended~~of ~~September~~any ~~30,~~Shares ~~2025.~~sold Athrough ~~copy~~the ofsales agent under the ~~press~~Sales ~~release~~Agreement, ~~making~~and ~~this~~has provided ~~announcement~~each issales ~~attached~~agent ~~hereto~~with ascustomary ~~Exhibit~~indemnification 99and contribution rights.1.

~~Item~~The ~~7.01.~~Sales ~~Regulation~~Agreement FDwill ~~Disclosure~~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.

OnAny ~~November~~Shares 6,to ~~2025,~~be ~~NuScale~~offered and sold under the Sales Agreement will be issued aand ~~joint~~sold ~~press~~pursuant ~~release~~to ~~with~~the ~~Fluor~~Company’s ~~Corporation~~Registration ~~announcing~~Statement ~~their~~on ~~entry~~Form ~~into~~S-3ASR a(File ~~definitive~~No. ~~agreement~~333-289467), ~~regarding~~which was filed with the ~~monetization~~Securities ofand ~~Fluor’s~~Exchange ~~investment~~Commission in(“SEC”) ~~NuScale~~on August 11, 2025 and became automatically effective upon filing pursuant to Rule 462(e) under the Securities Act. AThe ~~copy~~Company offiled a prospectus supplement, dated November 7, 2025, with the ~~press~~SEC ~~release~~in ~~making~~connection with ~~this~~the ~~announcement~~offer isand ~~attached~~sale ~~hereto~~of asthe ~~Exhibit~~Shares 99pursuant to the Sales Agreement.2.

The ~~information~~foregoing indescription ~~this~~of ~~Current~~the ~~Report~~Sales onAgreement ~~Form~~does not ~~8-K,~~purport ~~including~~to ~~exhibits~~be ~~99.1~~complete and ~~99.2,~~is ~~shall~~qualified ~~not~~in beits ~~deemed~~entirety ~~“filed”~~by ~~for~~reference to the ~~purposes~~full oftext ~~Section 18~~ of the ~~Securities~~Sales ~~Exchange Act of 1934~~Agreement, asa ~~amended,~~copy orof ~~otherwise~~which ~~subject~~is toattached as ~~liabilities~~Exhibit ~~of that section~~1.1 ~~Furthermore,~~to this Current Report on Form 8-K, ~~including~~(this ~~exhibits~~“Current ~~99.1~~Report”) and ~~99.2,~~is ~~shall not be deemed~~ incorporated herein by reference ~~in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934~~.

~~Item~~O’Melveny ~~9.01. Financial~~& ~~Statements~~Myers LLP, counsel to the Company, has issued an opinion to the Company, dated November 7, 2025, relating to the validity of the Shares to be issued and ~~Exhibits~~sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5. 1 to this Current Report.

~~(d) Exhibits~~Item 1.02. Termination of a Material Definitive Agreement.

Exhibit No.
99.1						Press Release issued by NuScale Power Corporation on November 6, 2025.
99.2						Joint Press Release issued by NuScale Power Corporation and Fluor Corporation on November 6, 2025.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

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.

~~SIGNATURE~~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.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

NuScale Power Corporation

Date: November 6, 2025

By:

/s/ Robert Ramsey Hamady

Name:

Robert Ramsey Hamady

Title:

Chief Financial Officer

(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

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