As filed with the U.S. Securities and Exchange Commission on July 10, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Holtec Nuclear Corporation

(Exact name of registrant as specified in its charter)


Delaware	4911	41-3557932
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1 Holtec Boulevard

Camden, New Jersey 08104

Tel: (856) 797-0900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Krishna P. Singh

Chief Executive Officer

1 Holtec Boulevard

Camden, New Jersey 08104

Tel: (856) 797-0900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Hillary H. Holmes

Harrison Tucker
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, Texas 77002
Tel: (346) 718-6600

Michael Kaplan

Roshni Banker Cariello

Jakub P. Jozwiak
Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Tel: (212) 450-4000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell such securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

(Subject to Completion, Dated , 2026)

Shares

LOGO

Holtec Nuclear Corporation

Class A Common Stock

This is the initial public offering of the Class A common stock of Holtec Nuclear Corporation, a Delaware corporation. We are offering shares of our Class A common stock.

Currently, no public market exists for our Class A common stock. We expect the initial public offering price to be between $ and $ per share. We intend to apply to list our Class A common stock on The Nasdaq Stock Market LLC (“Nasdaq”) and Nasdaq Texas, Inc. (“Nasdaq Texas”) under the symbol “HNUC.”

Following this offering, we will have two classes of authorized common stock: Class A common stock; and Class B common stock. Each share of Class A common stock is entitled to one vote per share on all matters presented to our stockholders generally. Each share of Class B common stock is entitled to 10 votes per share on all matters presented to our stockholders generally. Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our amended and restated certificate of incorporation (the “certificate of incorporation”) or as required by applicable law. The holders of Class B common stock will not have any economic rights, including any of the economic rights (including the rights to dividends) provided to holders of Class A common stock.

Immediately following the offering, Holtec Holdings, Inc. (“Holtec Holdings”), an entity affiliated with our founder and Chief Executive Officer, will directly or indirectly own all of the issued and outstanding shares of our Class B common stock and will directly or indirectly control approximately % of the voting power of our common stock with respect to director elections (or approximately % of the voting power with respect to director elections if the underwriters exercise in full their option to purchase additional shares of our Class A common stock), without giving effect to any purchases that any of our affiliates may make through the directed share program. As a result, we will be a “controlled company” under the corporate governance listing standards of Nasdaq and Nasdaq Texas following the completion of this offering. As of the date of this prospectus, however, we do not intend to take advantage of exemptions from certain corporate governance requirements but may elect to do so in the future for as long as we remain a controlled company. See “Management—Controlled company exemption.”

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this and future filings. See “Risk Factors” and “Prospectus Summary—Implications of being an emerging growth company.”

Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 36 of this prospectus.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to Holtec Nuclear Corporation	$	$

(1)	See “Underwriting” for a description of all underwriting compensation payable in connection with this offering.

The underwriters may also exercise an option to purchase up to an additional shares of our Class A common stock from us to cover over-allotments, if any, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. See “Underwriting.”

At our request, the underwriters have reserved up to % of the shares of Class A common stock for sale at the public offering price through a directed share program to certain individuals associated with us. See “Underwriting—Directed share program.”

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The shares of Class A common stock will be ready for delivery on or about , 2026.

Joint Book-Running Managers


J.P. Morgan		Guggenheim Securities



Goldman Sachs & Co. LLC	Citigroup	BofA Securities



Morgan Stanley	Cantor	BMO Capital Markets	Oppenheimer & Co.

Prospectus Dated , 2026.

Table of contents

Page


GLOSSARY OF NUCLEAR INDUSTRY AND HOLTEC TERMS			iv
PROSPECTUS SUMMARY			1
RISK FACTORS			36
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			95
ORGANIZATIONAL STRUCTURE			98
USE OF PROCEEDS			105
DIVIDEND POLICY			106
CAPITALIZATION			107
DILUTION			108
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			110
FOUNDER’S LETTER			149
BUSINESS			155
MANAGEMENT			225
EXECUTIVE COMPENSATION			233
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			240
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			253
DESCRIPTION OF CAPITAL STOCK			255
SHARES ELIGIBLE FOR FUTURE SALE			263
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK			265
UNDERWRITING			269
LEGAL MATTERS			280
EXPERTS			281
CHANGE IN AUDITOR			282
WHERE YOU CAN FIND ADDITIONAL INFORMATION			283
INDEX TO FINANCIAL STATEMENTS			F-1

Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are not making an offer to sell our Class A common stock in any jurisdiction where an offer or sale is not permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Basis of presentation

Holtec Nuclear Corporation (“Holtec Nuclear”) was formed as a Delaware corporation on December 16, 2025 and will have no assets or operations prior to the Reorganization (as defined below). Historically, we have

conducted substantially all of our operations through Holtec International, a Delaware corporation (“Holtec International”), which is held entirely by The Great Banyan Trust and the Multi-Decades Trust (a complex irrevocable trust), both of which are beneficially owned by Dr. Krishna P. Singh (collectively with Dr. Krishna P. Singh, the “Legacy Stockholders”). Accordingly, this prospectus includes certain historical consolidated financial and other data of Holtec International.

Prior to this offering, Holtec International, which had been organized as an S corporation, converted into a Delaware limited liability company and, following the completion of the Reorganization, is treated as a partnership for U.S. federal income tax purposes. Immediately following this offering, Holtec Nuclear will be a holding company, and its sole material asset will be Class A membership interests in Holtec International (“Class A Interests”), which Holtec Nuclear will hold either directly or indirectly through one or more wholly owned subsidiaries. As the sole managing member of Holtec International, Holtec Nuclear will operate and control all of the business and affairs of Holtec International and, through Holtec International and its subsidiaries, conduct our business. The Reorganization will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Holtec Nuclear will recognize the assets and liabilities received in the Reorganization at their historical carrying amounts, as reflected in the historical financial statements of Holtec International. Holtec Nuclear will consolidate Holtec International on its consolidated financial statements and record a non-controlling interest related to the Class B membership interests in Holtec International (“Class B Interests”) held by Holtec Holdings and Holtec International Holdco 1 LLC (“Holtec International Holdco”) on its consolidated balance sheet and statement of income. See “Organizational Structure.”

Prior to the closing of this offering, we effectuated NAMCO Restructuring Phase I (as defined herein), pursuant to which certain decommissioning assets and associated liabilities will be transferred from NAMCO (as defined herein) to DEAMCO (as defined herein), a subsidiary of Holtec Holdings. Subject to receipt of required NRC and certain other regulatory approvals, which may occur after the closing of this offering, we expect to effectuate NAMCO Restructuring Phase II (as defined herein), upon the completion of which we intend to deconsolidate DEAMCO and its subsidiaries from the consolidated financial statements of Holtec Nuclear and its subsidiaries. Our consolidated financial statements included in this prospectus do not give effect to the NAMCO Restructuring. Our Unaudited Pro Forma Condensed Combined Financial Information included in this prospectus, however, present certain financial information after giving effect to the Reorganization described above and the NAMCO Restructuring. See “Organizational Structure—NAMCO Restructuring” and “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.” See also “Risk Factors—Risks related to our business—Completion of NAMCO Restructuring Phase II remains subject to NRC and certain other regulatory approvals.”

Except as otherwise indicated or required by the context, all references to “Holtec,” the “Company,” “we,” “our” and “us” or similar terms refer to (i) Holtec International and its consolidated subsidiaries before the Reorganization and (ii) Holtec Nuclear and its consolidated subsidiaries after the Reorganization. Except as otherwise indicated or the context otherwise requires, references to “common stock” refer to our Class A common stock and Class B common stock, collectively.

Except as otherwise indicated, all information contained in this prospectus (i) assumes an initial public offering price of $ per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus) and (ii) assumes that the underwriters do not exercise their option to purchase additional shares.

For the definitions of certain terms and abbreviations used in this prospectus, see “Glossary of Nuclear Industry and Holtec Terms” beginning on page iv of this prospectus.

Industry and market data

Certain market and industry data and forecasts used in this prospectus have been obtained from the following independent industry publications or reports: (i) BloombergNEF; (ii) Federal Energy Regulatory Commission; (iii) Idaho National Laboratory; (iv) International Atomic Energy Agency; (v) North American Electric Reliability Corporation; (vi) Nuclear Business Platform; (vii) Nuclear Energy Institute; (viii) Our World in Data; (ix) Sandia National Laboratories; (x) DOE; (xi) U.S. Energy Information Administration; (xii) World Nuclear Association and other publicly available reports and data. None of the publications, reports or other published industry sources referred to in this prospectus were commissioned by us or prepared at our request. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of publicly available industry publications, our internal research and our knowledge of the markets in which we currently, and will in the future, operate. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. Statements as to our market position are based on market data currently available to us, as well as management’s estimates and assumptions regarding the size of our markets within our industry. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.

Trademarks and trade names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with us or an endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, ™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

iii

GLOSSARY OF NUCLEAR INDUSTRY AND HOLTEC TERMS

The terms and abbreviations defined in this section are used throughout this prospectus:

•

“AC” refers to alternating current.

•

“AI” refers to artificial intelligence.

•

“AMC” refers to our future advanced manufacturing center.

•

“ARDP” refers to the Advanced Reactor Demonstration Program.

•

“ASPA” refers to an Asset Sale and Purchase Agreement.

•

“BNEF” refers to BloombergNEF.

•

“BOP” refers to balance of plant.

•

“Budget Tracker PMT” refers to our proprietary project financial management and tracking system.

•

“Build-Own-and-Operate” refers to one method of commercialization of our SMR-300 technology whereby we will deploy our SMR-300 technology at Palisades for Pioneer One and Pioneer Two, overseeing all elements of project execution together with Hyundai E&C, and will retain ownership after commissioning.

•

“BWRs” refers to boiling water reactors.

•

“CFE” refers to the Comisión Federal de Electricidad.

•

“CIS” refers to consolidated interim storage.

•

“COD” refers to commercial operation date.

•

“CPA” refers to a Construction Permit Application.

•

“CRDMs” refers to Control Rod Drive Mechanisms.

•

“CSP” refers to concentrated solar power.

•

“CTBs” refers to conjugated tube bundles.

•

“DC” refers to direct current.

•

“DEAMCO” refers to Decommissioning Asset Management Company, LLC, a wholly owned subsidiary of Holtec Holdings and the owner of the DEAMCO Facility Entities as of the completion of NAMCO Restructuring Phase I.

•

“DEAMCO Facility Entities” refers, collectively, to Holtec Pilgrim, LLC, Holtec Indian Point 2, LLC (which owns Indian Point reactor units 1 and 2), Holtec Indian Point 3, LLC, Oyster Creek Environmental Protection, LLC and Holtec Big Rock Point, LLC.

•

“Develop-to-Deploy” refers to one method of commercialization of our SMR-300 technology whereby we will perform early development and licensing activities for an SMR-300 project and transfer ownership to the customer once those activities are completed.

•

“DOD” refers to the U.S. Department of Defense, which may also be referred to as the Department of War in certain executive-branch communications.

•

“DOE” refers to the U.S. Department of Energy.

•

“DOE LGA” refers to the Loan Guarantee Agreement dated as of July 31, 2024, between Holtec Palisades, LLC, as Borrower, and the DOE, as Guarantor and Loan Servicer.

•

“DOE LGA Facility” refers to the loan guarantee facility pursuant to the DOE LGA, which guarantees loan advances from the Federal Financing Bank to Holtec Palisades, LLC in an amount of up to $1.52 billion, subject to certain conditions and in accordance with the terms of the DOE LGA.

•

“EAB” refers to the exclusion area boundary.

•

“EDF UK” refers to EDF Energy Nuclear Generation Limited.

•

“EH&S” refers to environmental, health and safety.

•

“EIA” refers to the U.S. Energy Information Administration.

•

“Electronic Shop Traveler” or “EST” refers to our proprietary electronic manufacturing sequencing and management software.

•

“Energetics” refers to Energetics, LLC, our wholly owned subsidiary and a fully integrated, in-house development platform for planning, siting, financing, off-take structuring, capital structuring and equity sell-downs of SMR-300 projects.

•

“ENERCON” refers to Enercon Services, Inc. and its affiliates.

•

“Energy Island” refers to an integrated energy system combining one or more SMR-300 units, the HI-THERM HCSP, and the Holtec Green Boiler.

•

“EPA” refers to the U.S. Environmental Protection Agency.

•

“EPC” refers to engineering, procurement and construction.

•

“EPSA” refers to an Equity Purchase and Sale Agreement.

•

“EQ” refers to an environmental qualification.

•

“ER” refers to an environmental report.

•

“ESG” refers to environmental, social and governance.

•

“FOAK” refers to first-of-a-kind.

•

“FHE” refers to fuel handling equipment.

•

“Gen III+ SMR” refers to a nuclear fission reactor, as characterized by the DOE, that: (1) uses light water as a coolant and low-enriched uranium (LEU) as a fuel; (2) has a net power output of approximately 50-350 mega-watts-electric (MWe) per single plant; (3) maximizes factory fabrication approaches; and (4) incorporates evolutionary technological, safety, operational and economic improvements over earlier commercial light-water reactor designs.

•

“Gigawatt” or “GW” refers to one billion watts.

•

“Gigawatt-hour” or “GWh” refers to one billion watt-hours.

•

“HDI” refers to Holtec Decommissioning International, a wholly owned subsidiary of Holtec International and an NRC-licensed decommissioning operator.

•

“HI-DOC” refers to our proprietary, cloud-based information management system.

•

“HI-POP/IST” refers to our proprietary system used to manage accounts payable and invoice processing.

•

“HI-SAFE” refers to our system for on-site storage of non-fuel waste.

•

“HI-STAR” refers to our family of dry spent nuclear fuel storage and transportation cask systems.

•

“HI-STAR 100” refers to a variation of the HI-STAR dry spent nuclear fuel storage and transportation system.

•

“HI-STAR 180D” refers to a variation of the HI-STAR dry spent nuclear fuel storage and transportation cask system.

•

“HI-STORE CISF” refers to our licensed consolidated interim storage facility for used nuclear fuel.

•

“HI-STORM FW” refers to a HI-STORM dry spent nuclear fuel storage system designed for use with pressurized water reactor and boiling water reactor spent fuel with enhanced flood and wind resilience.

•

“HI-STORM UMAX” refers to our below-ground dry spent nuclear fuel storage system designed for use with pressurized water reactor and boiling water reactor spent fuel.

•

“HI-STORM UVH” refers to a HI-STORM dry spent nuclear fuel storage system designed for use in marine-air or coastal environments.

•

“HI-STORM” refers to our family of dry spent nuclear fuel storage systems.

•

“HI-THERM HCSP” or “HCSP” refers to our Hybrid Concentrated Solar Plant.

•

“HI-TRAC” refers to our system for on-site transfer and handling of multi-purpose canisters used in spent nuclear fuel management.

•

“Holtec Asia” refers to Holtec Asia Private Limited, an affiliate owned and controlled by our founder, Dr. Krishna P. Singh.

•

“Holtec Green Boiler” or “HGB” refers to our innovative, high-capacity, long-duration thermal energy storage system.

•

“Holtite A” and “Holtite B” refer to proprietary neutron shield materials.

•

“HSP-600” refers to our Holtec Field Services Industrial Safety Program handbook.

•

“HYLAW” refers to Hybrid Laser Arc Welding.

•

“Hyundai E&C” refers to Hyundai Engineering and Construction Co., Ltd.

•

“I&C” refers to instrumentation and control.

•

“IAEA” refers to the International Atomic Energy Agency.

•

“IHA” refers to an integrated head assembly.

•

“IMS” refers to our integrated management system.

•

“INPO” refers to the Institute of Nuclear Power Operations.

•

“IP” refers to intellectual property.

•

“ISFSI” refers to an Independent Spent Fuel Storage Installation.

•

“JV” refers to a joint venture.

•

“LWA” refers to a limited work authorization.

•

“Megawatt Electric” or “MWe” refers to one megawatt of electrical power.

•

“Megawatt” or “MW” refers to one million watts.

•

“Megawatt-hour” or “MWh” refers to one megawatt of electrical power supplied for one hour.

•

“MELCO” refers to Mitsubishi Electric Corporation.

•

“Metamic” refers to our proprietary metal-matrix neutron absorber.

•

“Metamic-HT” refers to our proprietary, high-strength variant of our Metamic metal-matrix neutron absorber material.

•

“MISO” refers to the Midcontinent Independent System Operator.

•

“MOU” refers to a memorandum of understanding.

•

“MPC” refers to multi-purpose canisters, designed to be used in conjunction with either spent fuel storage or spent fuel transportation systems.

•

“MSI” refers to Mariner Strategic Investments, LLC, the Legacy Stockholders’ family asset management company.

•

“NCI” refers to Nuclear Consultants International.

•

“NDT” refers to a nuclear decommissioning trust.

•

“NEI” refers to the Nuclear Energy Institute.

•

“NEI Survey” refers to the Nuclear Energy Institute’s 2025 Future of Nuclear Power survey.

•

“NIAC” refers to the Nuclear Industry Assessment Corporation.

•

“NNSA” refers to the U.S. DOE National Nuclear Security Administration.

•

“NOAK” refers to nth-of-a-kind.

•

“NPD” refers to our Nuclear Power Division.

•

“NRC” refers to the U.S. Nuclear Regulatory Commission.

•

“NSSS” refers to the nuclear steam supply system.

•

“Nuclear Island” refers to the portion of a nuclear power facility that contains nuclear-safety-related structures, systems, and components (SSCs) that are directly involved in reactor operation, nuclear safety, and radiological containment.

•

“NUPIC” refers to Nuclear Procurement Issues Corporation.

•

“O&M” refers to operations and maintenance.

•

“OEM” refers to original equipment manufacturer.

•

“OSHA” refers to the U.S. Occupational Safety and Health Administration.

•

“Overnight capital cost” refers to the estimated cost of constructing a power plant as if it were constructed “overnight,” excluding financing costs, interest during construction and inflation, and representing the upfront cost of the equipment, materials and construction needed to build the facility, expressed in current dollars.

•

“Palisades” refers to the Palisades Nuclear Power Plant, located in Covert, Michigan, and originally commissioned in 1971.

•

“Pioneer One” and “Pioneer Two” refer to the first and second SMR-300 reactor units, respectively, planned to be deployed as a dual-unit SMR-300 plant at the Palisades site located in Covert, Michigan. Pioneer One and Pioneer Two are collectively referred to as the “Pioneer project.”

•

“PJM” refers to the Pennsylvania-New Jersey-Maryland Interconnection.

•

“PPA” refers to a power purchase agreement.

•

“Price-Anderson Act” refers to the U.S. Price-Anderson Act of 1957, as amended.

•

“PV” refers to photovoltaic.

•

“PVP” refers to photovoltaic plant.

•

“PWR” refers to a pressurized water reactor.

•

“RV” refers to a reactor vessel.

•

“RVI” refers to a reactor vessel internal.

•

“RVUI” refers to reactor vessel upper internals.

•

“SMR-300” refers to our proprietary small modular reactor, a generation III+ pressurized water reactor with an expected net electrical output of approximately 300–340 megawatts per reactor unit.

•

“SMR” refers to a small modular reactor.

vii

•

“SNF” refers to spent nuclear fuel.

•

“SSC” refers to structures, systems and components.

•

“Terawatt-hour” or “TWh” refers to one trillion watt-hours.

•

“TRIR” refers to a total recordable incident rate.

•

“UGSOA” refers to the United Government Security Officers of America labor union.

•

“UWUA” refers to the Utility Workers Union of America labor union.

•

“Walk-away-safe” refers to a nuclear reactor design that, following a shutdown or postulated accident, can be placed in and maintained in a safe shutdown condition for an indefinite duration without operator action, relying on passive safety systems and internally contained water inventories for decay heat removal, while preventing release of radioactivity in excess of regulatory limits to the public or the environment. The term is not a regulatory designation.

•

“WANO” refers to the World Association of Nuclear Operators.

•

“WPMR” refers to the Whole-Pool-Multi-Rack.

viii

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and provides an overview of Holtec Nuclear Corporation and its subsidiaries (“Holtec,” “the Company,” “we” or “us”). This summary does not contain all of the information that an investor (“you”) should consider before investing in our Class A common stock. For a more complete understanding of our business, you should read this entire prospectus carefully and should consider, among other things, the matters set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and the Company’s audited consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. In addition, certain statements in this prospectus include forward-looking information that is subject to risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus for additional information. Capitalized terms not otherwise defined in this prospectus have the meanings assigned to them under “Basis of Presentation” and in the “Glossary of Nuclear Industry and Holtec Terms” included elsewhere in this prospectus.

Overview

Our company

Holtec is a U.S.-headquartered, multinational technology company specializing in the energy sector, with its principal focus on nuclear power generation and an expanding presence in adjacent clean energy generation solutions and long-duration energy storage. Our founder, Dr. Krishna P. Singh, a widely recognized inventor and entrepreneur, has led the Company since its inception in 1986. We believe that our established position in multiple sectors of the nuclear power industry has been facilitated by our sustained development of innovative technologies, covered by 217 granted patents worldwide as of March 31, 2026, that help protect our IP from unauthorized appropriation by others, as well as other confidentially held IP. Our innovative solutions extend across a full spectrum of disciplines applicable to nuclear power plants, including design, engineering validations, licensing, manufacturing, site construction, commissioning, operations and decommissioning. We provide SSCs and specialty services to the nuclear power industry for our global clients, many of whom are Fortune 500 companies and among the largest in their respective countries. As a vertically integrated, turnkey nuclear technology company, we deliver our goods and services to our customers while maintaining control of all key elements of product delivery, which we believe makes us uniquely positioned to address the growing needs of the global nuclear market. We operate on five continents through 13 operation centers and have a client base that includes more than 150 commercial nuclear reactors, as of March 31, 2026.

We are a leader in the nuclear energy sector in four primary business activities that cut across our legacy operations, our SMR development program and our relatively new renewable energy program: (i) provision of goods and services for the management, storage and transportation of spent nuclear fuel; (ii) restart of decommissioned nuclear power plants and provision of decommissioning services to shutdown nuclear power plants; (iii) development and turnkey supply of SMRs, which are engineered to provide 24/7, clean energy; and (iv) development and deployment of our solar and energy storage technologies that will complement our SMR-300 clean energy solution. We believe that we are the only company in North America that provides a broad range of SSCs and specialty services to the nuclear power industry, is licensed to operate a nuclear reactor and has the distinction of pioneering the restart of a shuttered nuclear plant, a milestone previously viewed by many as unattainable in the United States. Our main business lines to date, comprising decommissioning services, spent fuel storage and transportation solutions and related services, include businesses characterized by long-duration, contracted cash flows with highly rated, stable counterparties. Since our inception, we have been conservatively managed with limited indebtedness. We have grown from a small, niche nuclear supplier in the 1980s to a leading nuclear company, with more than 90% U.S. market share in wet spent fuel storage and approximately 75% U.S. market share in dry spent fuel storage for operating plants as of March 31, 2026, which speaks to our proven ability to expand into and lead new markets.

Our goal is to replicate this success in the developing SMR sector by utilizing our established turnkey project delivery model to deliver the SMR-300 to our customers with engineered passive safety features that are designed to make the SMR-300 Walk-away-safe and with other design attributes to make the SMR-300 universally deployable and land-efficient. We are a leading SMR developer that owns the Palisades nuclear plant and has access to four other nuclear sites (Oyster Creek, Pilgrim, Indian Point and Big Rock Point) in the United States, which we expect will serve as prequalified locations to deploy our SMR-300 plant, subject to receipt of required regulatory licenses and other approvals for our SMR technology. We were also the only SMR developer selected by the DOE in December 2025 for its coveted Tier 1 First Mover Award, which we expect will provide us a $400 million grant to accelerate deployment of our first dual-unit SMR-300 plant (named Pioneer One and Pioneer Two) at our existing Palisades site in Michigan, subject to certain conditions, including the negotiation and execution of a funding agreement. Based on our knowledge of the emerging SMR industry, we believe that Pioneer One and Pioneer Two will be among the first SMRs commercially operating in the United States.

We operate three advanced manufacturing plants, one each in New Jersey, Pennsylvania and Ohio, that feature over one million square feet of aggregate production capacity. These plants enable us to serve our diverse, global client base through timely deliveries and rigorously quality-controlled SSCs and specialty services. We also maintain a commercial relationship with Holtec Asia, an affiliate owned and controlled by our founder. Holtec Asia operates a manufacturing facility in Gujarat, India that supplies air-cooled condensers and is a leader in renewable energy technologies. Our relationship with Holtec Asia provides us with access to its technical capabilities and supports our efforts to pursue opportunities in the large SMR market in India and other parts of Asia and Africa. We believe that the combination of our substantial IP portfolio and our advanced domestic manufacturing facilities positions us to capture a wide range of opportunities across the entire nuclear lifecycle, from new build reactor operations to recommissioning of shuttered plants and life extension of existing nuclear plants. Our capabilities and certifications position us to play a critical role in the supply chain for both traditional light-water reactors, including Western- and Russian-designed systems and evolving next-generation reactor technologies.

With a strong commitment to public health and safety, research and development and social and environmental responsibility underpinned by a global footprint spanning North America, Europe, Asia, Africa and South America, we are well-positioned to contribute to the Trump administration’s ambition to expand commercial nuclear energy generation. We believe that our integrated capabilities, innovative technologies and project execution track record make us a trusted partner to deliver on our commitments to our global clients, which include utilities, governments, off-takers and industrial companies. Our ability to maintain customer relationships will depend, in part, on our continued performance, regulatory compliance and cost competitiveness.

Our business model varies by the industry sector, but in all instances, it is supported by our vertically integrated delivery model, extensive regulatory experience and innovation-driven approach. Our leading position in spent fuel storage was attained by our turnkey, single-responsibility delivery model, which enabled us to capture additional financial margin while simultaneously mitigating our customers’ risks. While this model may allow us to capture additional margin, it may also increase our responsibility for design, procurement and construction risks. Our advanced cloud-based project management and quality assurance systems, refined through nearly four decades of sustained use, further enhance operational efficiency and risk management strategies, supporting a track record of hundreds of completed projects delivered on-time. In decommissioning, we led the industry in pioneering the “acquire the plant and decommission” model, making us the largest owner of shuttered nuclear reactor units in the United States as of March 31, 2026. Pursuant to NAMCO Restructuring Phase I, which will have been completed prior to the closing of this offering, certain decommissioning assets and associated liabilities have been transferred from NAMCO to DEAMCO, a subsidiary of our affiliate, Holtec Holdings. Following the completion of NAMCO Restructuring Phase II, which remains subject to NRC and certain other regulatory approvals and may not be completed prior to the closing of this offering, we expect to continue

to generate decommissioning services revenues pursuant to a contractual services arrangement with DEAMCO, the new owner of these assets. We also expect to collaborate with DEAMCO to pursue future development opportunities at these sites, including the potential deployment of our SMR-300 reactors. For additional information, see “Organizational Structure—NAMCO Restructuring” and “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.”

We intend to lead the licensing, procurement, construction and commissioning of SMR-300 plants to address the growing global shortage of baseload, carbon-free power. In addition to the full-scope procurement and construction of SMR-300 plants, we have established a fully integrated project development subsidiary, Energetics, to lead commercial development of SMR-300 projects, starting at the nuclear plant sites we currently own. Our project development capability builds on the Palisades restart project where we have successfully managed the off-take arrangements, permits and project financing, and have established ourselves as an INPO-accredited and NRC certified nuclear operator. The recommissioning of the shuttered Palisades nuclear plant, which would be the first restart of a shuttered nuclear power plant in the United States, is in the final stages with all major upgrades completed and a limited number of minor modifications required for restart. These minor modifications must be completed with the same care and rigor as the major modifications to ensure long-term reliable plant performance. The completion of the remaining modifications and final commissioning of the Palisades restart project is expected in 2026, in advance of our commitment date with our counterparties of March 2027.

We believe our depth and breadth of experience—spanning more than 40 years of successfully executing complex nuclear projects—positions us to effectively address the project execution challenges and quality issues that have negatively affected nuclear plant construction for decades. Consistent with our full-spectrum capabilities, through Energetics we offer both a Build-Own-and-Operate model and a Develop-to-Deploy model to the industry. We believe this flexibility differentiates us from our domestic competitors and allows us to better compete with government-owned foreign suppliers. In collaboration with Hyundai E&C, we expect to utilize our vertically integrated capability to deliver reactors to our own sites as well as to our global customers. We believe that our nuclear plant operational capabilities and certifications will be valuable to countries that are in the early stages of developing nuclear power programs. Our plant operational capabilities, however, are not expected to be utilized extensively in the United States or in other countries that currently operate established nuclear facilities. While we have an established operating history of executing highly complex nuclear projects, nuclear projects are capital-intensive undertakings that require extensive regulatory approvals and ongoing compliance with applicable laws and regulations as well as multi-stakeholder project delivery and management, and they may be subject to significant delays, cost overruns or other uncertainties beyond our control. See “Risk Factors—Risks related to our business—The amount of time and funding needed to bring our SMR-300 technology to market may exceed our expectations, and we may need to make significant adjustments to our SMR business plans or significantly delay or scale back the deployments of our SMR-300s” and “—Our ownership and operation of the Palisades plant, and any future nuclear power plants, subject us to substantial risks and financial assurance requirements that are associated with nuclear generation.”

Our full product portfolio is broad, premised on a combination of our existing mature product lines and new or maturing technologies that are future-focused or nascent in their state of development. Our mature product offerings include high-density racks for wet storage of spent fuel, high-capacity dry storage and transport systems for used nuclear fuel and high-level waste, air-cooled condensers and advanced heat exchangers. Our SMR-300 reactor is, as of the date of this prospectus, in a pre-construction stage reflective of completed technical design, site selection, partial financing via the DOE LGA Facility and site preparation work, and we believe the SMR-300 could be among the first SMRs to be commissioned in the United States. Our Holtec Green Boiler (HGB), which is an innovative, high-capacity, long-duration thermal energy storage system, and our HI-THERM HCSP, our hybrid solar energy capture system, are both recently developed technologies that could drive significant long-term growth opportunities. While our current business and projected future growth are not dependent on the commercial success of these technologies, we expect they will provide incremental growth opportunities through our sales efforts and licensing arrangements with Holtec Asia.

Holtec Asia currently expects to test the Holtec Green Boiler as a scale-model prototype in 2026, and we expect demonstration testing to begin on our HI-THERM HCSP following successful prototype testing of the Holtec Green Boiler. As of the date of this prospectus, the SMR-300, Holtec Green Boiler and HI-THERM HCSP have each achieved technical design, but none have been commercially deployed to date and each remain subject to successful commercialization.

We also provide specialized solutions to the DOE and the DOD, while also delivering integrated security and cybersecurity solutions for critical infrastructure and data centers. We believe that our extensive footprint in the area of supply of critically important equipment and systems for Russian-origin nuclear reactors will make us an attractive partner for countries that may be wary of reliance on Russian supply chains.

Key highlights that define our differentiated position in the commercial nuclear industry include:

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Note: Information as of, or for the three months ended, March 31, 2026, unless otherwise indicated.

(1)	The amount of the Tier 1 First Mover Award represents our current expectations and is subject to certain conditions, including the negotiation and execution of a funding agreement.

Our market opportunity

Global power demand surge

The global energy landscape is experiencing significant electricity demand growth. According to BNEF New Energy Outlook (2025), global demand for electric power is projected to rise 75% by 2050 from 2024 levels, driven by economic development in emerging markets, electrification of transportation and buildings, increasing frequency of extreme weather and data center expansion for AI and cloud computing. BNEF projects global data center demand to be five and a half times higher by 2040, creating acute pressure on grid infrastructure. To satisfy escalating demand, particularly in industrial and data center load, and to balance intermittent power output from renewables and backfill coal retirements, a substantial increase in baseload generation is needed.

In the United States, demand growth is also supported by national policy priorities. The intensifying AI infrastructure race, industrial onshoring and reinvigoration of domestic manufacturing necessitate expansion of U.S. power infrastructure. BNEF expects incremental annual electricity load additions from data centers and industry in the United States to be approximately 15 times higher by 2040 than in 2025, measured relative to a 2024 baseline. Coal’s electricity generation share is projected to decline from 33% in 2024 to 8% in 2050 according to BNEF, and planned retirements of other legacy baseload assets will compound the need for new capacity. Energy independence and diversification have also become national security priorities.

Nuclear energy can help address these trends. Nuclear energy provides reliable, baseload generation that produces clean power, satisfying the requirements of many large-load customers, including data center operators. U.S. policymakers see increased nuclear generation as a key contributor to energy security, as reflected in the Trump administration’s call to expand nuclear capacity from approximately 100 GW today to 400 GW by 2050. Globally, nuclear energy addresses similar diversification and security concerns amid ongoing geopolitical tensions.

The rapid build-out of intermittent power sources, such as solar and wind, has in some markets contributed to grid stability challenges and periods of excess generation. These market conditions have supported the development of our long-duration storage technology, the Holtec Green Boiler, which Holtec Asia licenses from us and currently expects to test as a scale-model prototype in 2026. Together with Holtec Asia, we intend to commercially deploy the Holtec Green Boiler both nationally and in foreign markets and increase our exposure to such foreign markets through our alliance agreement with Holtec Asia.

Overview of the contemporary nuclear industry

The United States operates the largest national nuclear fleet by net capacity, with approximately 97 GW from 94 operational reactors. In the near term, much of the opportunity for “new” nuclear capacity in the United States will arise through relicensing, power uprates, life extensions and restarts of shuttered plants. According to the NEI’s 2025 Future of Nuclear Power survey, 73% of U.S. sites are planning or considering power uprates, representing more than 5 GW of potential additional capacity in the aggregate.

Nuclear market opportunity

We believe that the global nuclear energy sector presents substantial growth opportunities through 2050, with approximately 200 GW of new generation capacity required to satisfy demand and replace retiring assets (U.S. DOE, 2024). The IAEA projects nuclear energy capacity to increase up to 2.5 times globally, from 376 GW today, and up to 2.0 times in North America by 2050. Given our strong market presence and track record, we believe that we are well-positioned to maintain our leading market share both domestically and internationally as new capacity additions from AP1000s, other large reactors and SMRs come online. In particular, we believe that we have a differentiated market position because many of the utilities globally that will build new plants are already using our spent fuel management technologies for their existing plants. This anticipated expansion creates more than $100 billion of global market opportunities by 2050 across nuclear services and decommissioning according to SNL, IAEA and INL, and presents strong opportunities for the deployment of our SMR-300 and the Holtec Green Boiler.

Nuclear services. Commercial nuclear reactors require continuous maintenance, upgrades and component replacements throughout their operating lives, creating a substantial and recurring market. As the current fleet ages and new capacity is added, demand for specialized nuclear equipment supply, maintenance, refurbishment and support services is expected to expand. Increasing plant output, restarting idle reactors and renewing operating licenses are near-term drivers of services demand.

The total U.S. nuclear services market today is estimated to be approximately $20 billion annually, according to SNL and BNEF. The U.S. nuclear fleet represents approximately 25% of global capacity, and we expect the international market opportunity to be larger.

In dry spent fuel storage, we have a leading market position with installations at approximately 75% of operating U.S. sites. This leadership extends to wet storage, where over the past approximately 25 years we have secured nearly 100% of the design/build contracts in the United States. Our products and services are supplied to nuclear and conventional power generation facilities globally.

Nuclear generation. We expect SMRs to play a meaningful role in the expansion of nuclear capacity. We believe SMRs will offer scalable, cost-effective solutions for new capacity with enhanced safety features, reduced construction timelines and reduced land and transmission infrastructure needs as compared to traditional, larger-scale reactors. Through smaller core inventory and simplified, modular fabrication, SMRs complement large-scale nuclear generation through lower upfront costs and flexible capacity planning. We believe that recent public announcements by utilities and large commercial customers, including data-center operators, indicate increasing market acceptance of long-term off-take arrangements to secure reliable, carbon-free baseload power.

We believe that our SMR-300 plant can become a favored nuclear generation source over large reactors because of certain advantages, including (i) small land requirement, with an SMR-300 installation designed to occupy approximately 15 acres of land for a single-unit deployment, or less than approximately 0.05 acre per MWe, and (ii) a fast construction life cycle (targeting approximately three years). Based on our design assumptions, a 1,200 MWe plant could be replaced by two dual-unit SMR-300 plants, comprising four SMR units in total, that together could deliver over 1,300 MWe. In addition, the supply disruption caused during a large plant’s refueling outages would be expected to be replaced with smaller, staggered reductions in output as each of the four SMRs at the site enters scheduled refueling.

Decommissioning. As the global reactor fleet ages and license extension periods expire, the market for decommissioning, waste management and site restoration services is expected to grow. IAEA’s 2025 estimates assume at least 81 GW of current nuclear capacity may be retired by 2050, including approximately 6 GW in North America. Decommissioning costs generally range between $750 per kW (first quartile) and $1,250 per kW (third quartile) (INL: Nuclear Energy Cost Estimates for Net Zero World Initiative, 2024), representing a market opportunity for decommissioning revenue of at least approximately $60 billion globally through 2050. Based on our current market capture rate and our established track record as a U.S. decommissioning services provider, we expect our decommissioning business line, led by HDI, to continue growing globally as nuclear plants reach the end of their operating lives. While we expect that the service life of operating nuclear plants will also likely be extended through innovative technologies being developed by us and our peers, which could reduce near-term demand for decommissioning services, we expect that such developments would in turn increase demand for our life-extension and related services.

Long-duration energy storage. Energy storage is an additional pathway to provide clean, grid-stabilizing power. The global battery and energy storage systems market is projected to grow from 128 GW in 2024 up to approximately 3.78 TW by 2050, according to BNEF. When paired with renewable generation, energy storage can provide critical load-balancing and increase the overall economics of clean energy assets. Current battery technology typically provides two- to four-hour discharge durations. As renewable adoption expands and industrial load increases, we

expect long-duration storage, measured in days, to become an increasingly important component of load balancing and grid stabilization. To address this need, we have developed a long-duration energy storage technology, the Holtec Green Boiler, which Holtec Asia licenses from us and currently expects to test as a scale-model prototype in 2026.

Holtec’s competitive strengths

Our sustained growth and leadership in the global energy sector is underpinned by a set of distinctive competitive strengths that differentiate us from our peers within the nuclear and clean energy industries. Backed by our relentless focus on innovation, vertically integrated project delivery model, financial resources and expansive international footprint, we have established a reputation for operational excellence, reliability and technological leadership. Our commitment to safety, quality and social responsibility, combined with our strategic partnerships and proven track record of successful project execution, has positioned us to capitalize on emerging opportunities and address the evolving needs of our clients worldwide. These core strengths form the foundation of our ability to deliver value, drive high-impact innovation and maintain a resilient, future-ready enterprise.

Industry-leading innovation and intellectual property. We are a premier technology company in the nuclear and clean energy sectors with 217 granted patents worldwide as of March 31, 2026, supported by a collection of proprietary processes, internally developed software and proprietary technical reports that supplement our substantial portfolio of IP. Our commitment to sustained research and development has resulted in multiple industry-first solutions that underpin our core business today, which includes wet and dry storage technologies and equipment used for the dry storage and transportation of spent nuclear fuel. These solutions enable our global customers to manage the backend of their nuclear fuel cycle while reducing the risk of forced reactor outages associated with spent fuel storage constraints. Our ongoing innovation efforts include the SMR-300 Walk-away-safe nuclear power plant, the HI-THERM HCSP solar energy capture system and the Holtec Green Boiler long-duration thermal storage system, each of which is intended to support decarbonization and grid stabilization while providing additional clean energy options. Other examples of our innovations include the development of the first underground dry storage solution in the United States and the development and licensing of Metamic, a metal-matrix neutron absorber, as well as its nano-technology-based, higher strength variant, Metamic-HT. We have also developed proprietary neutron shield materials, known as Holtite A and Holtite B, which are used to absorb thermalized neutrons in a neutron-emitting environment. To our knowledge, Metamic and the Holtite-class of materials are only available from our company, and their differentiated capabilities have resulted in sales to a broad range of customers, including the national laboratories and branches of the U.S. government. In addition to innovative products and technical solutions, we have developed internal project management and quality assurance systems that are indispensable for our continued industry leadership and support our project delivery capabilities, manufacturing controls and supply chain management. We believe that our substantial portfolio of IP drives our competitive advantage and protects our market position and future revenue streams.

Turnkey project delivery and vertical integration. We distinguish ourselves as a turnkey supplier, offering a vertically integrated delivery model that encompasses every phase of a project, from conceptual design and regulatory licensing to manufacturing, construction and commissioning. This single-responsibility approach is designed to support seamless execution and enable critically important control over quality, schedule and cost throughout the project lifecycle. Our in-house manufacturing capabilities, carried out by three major U.S. plants and an affiliated facility in India, further support our ability to execute complex, large-scale projects on time and within budget. In addition, as part of the Palisades restart project, we have become a licensed nuclear plant operator, which we believe makes us the only U.S. SMR developer with this qualification as of March 31, 2026. We believe this expansion of our turnkey capabilities, including the vetting of our SMR designs through an operator’s perspective, will result in a safer, more cost-effective and operator-friendly SMR design relative to our competitors. Many countries that are prospective markets for SMRs do not have existing nuclear operating capabilities. We believe our ability to operate

nuclear facilities allows us to offer a fully turnkey build and operate solution that differentiates us from our domestic competitors in these markets and, together with our experience supplying and servicing equipment and systems for Russian-designed nuclear reactors, will enable us to be strategically competitive with state-owned foreign competitors, including those from Russia and China, in markets where such reactor designs are prevalent.

Domestic manufacturing footprint and supply chain advantage. We manufacture engineered SSCs at three fabrication facilities in the United States. Our global operation centers engineer virtually all SSCs fabricated by us, except for a small number that are designed by our customers. Our long-standing U.S.-based manufacturing model aligns with federal programs that encourage domestic production. Furthermore, because our supply chain includes a wide array of U.S. suppliers, we anticipate that our procurement of materials and parts tends to be more resilient, which helps reduce tariff exposure and strengthens our position relative to competitors whose cost structures and delivery timelines are more sensitive to international manufacturing and trade-policy dynamics. While certain specialized components or large forgings may be more economical to source globally, domestic manufacturing offers meaningful advantages, including reduced tariff exposure, easier compliance with federal domestic-content requirements, generally shorter and more controllable logistics, potential eligibility for federal programs and loan guarantees tied to U.S. content and reputational benefits. Our U.S. factory-built SMR modules are expected to enable repeatable manufacturing processes, tighter quality assurance oversight and more efficient field construction. We expect this approach will lower construction-schedule risk and accelerate capital-cost efficiencies as we progress from FOAK to NOAK deployments. In addition, domestic sourcing supports U.S. jobs, which can facilitate permitting, strengthen long-term community and utility relationships and support stakeholders that are critical for site selection and off-take agreements. Our high-profile U.S. projects underscore these advantages, while reducing foreign-exchange exposure, international shipping delays, port congestion and geopolitical disruptions, including sanctions and export controls. More broadly, our growing manufacturing footprint positions us to benefit from the continued resurgence and onshoring of U.S. manufacturing, which is likely to be a long-term trend.

Proven track record and operational excellence. With hundreds of completed projects in more than 40 countries, we have developed a track record for project delivery that extends back nearly four decades. Our project management infrastructure, advanced digital systems, robotic manufacturing techniques and highly trained employees have enabled us to consistently deliver both small and large-scale nuclear projects without material cost overruns or failures. We believe that our operational excellence has earned us a solid reputation for reliability and trustworthiness among utilities, government agencies and industrial clients worldwide.

Strong strategic alliances. We have forged strong strategic alliances, including several exclusive arrangements, with leading international companies across both our core business lines and areas of business growth. These alliances bring together complementary expertise in engineering, procurement, construction and advanced manufacturing, enabling us to deliver complex nuclear projects across the globe with enhanced efficiency, quality and risk mitigation. Notable partnerships include our relationship with Hyundai E&C and MELCO to support the development, licensing and deployment of our flagship SMR-300 program, as well as our U.K.-focused collaborations with EDF UK and other U.K. companies to enhance our project delivery capabilities and local market presence. Expanding our cooperation, we have entered into an MOU with MELCO and Hyundai E&C to jointly deliver the first two SMR-300 units, Pioneer One and Two, at Holtec’s Palisades nuclear site in Michigan and to develop and deploy SMR-300 projects across the Indo-Pacific region through the trilateral cooperation agreement, as announced by the Trump Administration at the Indo-Pacific Energy Security Summit in March of 2026. In addition, we are working closely with MVM Group in Hungary on spent fuel management programs and SMR-300 programs through an MOU, as announced in December 2025. We also work through joint ventures with regional partners in Europe, Asia and the Americas to support market entry, address local regulatory requirements and facilitate knowledge transfer. By leveraging the strengths of our partners, we are able to accelerate innovation, scale up our operations and offer our clients integrated, turnkey solutions that address the full spectrum of their clean energy and nuclear infrastructure needs.

Commitment to quality, safety and social responsibility. Our quality assurance program, which we believe is compliant with a variety of national and international codes and standards, including 10 C.F.R. Part 50 Appendix B and ISO 9001, governs all aspects of our operations and supports a four-decade-long record of strong operational performance. In the area of worker safety, we strive to maintain an exemplary safety record, with our manufacturing division consistently recording a lower TRIR rate than industry average and having extended periods without serious worker injuries. We are also committed to social and environmental stewardship, as demonstrated by our investment in revitalizing economically challenged communities, such as our $300 million technology campus in Camden, New Jersey commissioned in 2017 and expanded in 2025, and our focus on developing clean energy solutions that support global decarbonization and energy equity.

Deep moorings in digital innovation and robotics. As a part of our turnkey delivery model, we maintain a commitment to digital innovation and robotics, especially as it pertains to product quality, efficiency and productivity gains. As a qualified nuclear organization with decades of experience, our in-house team of over 40 software developers has leveraged our deep experience in turnkey project execution to create and deploy more than two dozen proprietary web-based applications. This suite of software includes applications such as: HI-DOC, our cloud-based information management system that provides searchable access to technical and business information for real-time project management, design and quality control across global teams; Budget Tracker PMT, which provides a financial management platform to the Company’s project managers; the Electronic Shop Traveler, or EST, our nuclear quality-compliant manufacturing sequencing software that supports the execution of manufacturing activities and records all related tests and inspections by Holtec’s and the client’s personnel; and our HI-POP/IST portal, which manages accounts payable and invoice processing with embedded control features to safeguard against fraud and embezzlement. Unlike off-the-shelf technology solutions, our digital platforms are purpose-built for the nuclear industry and are regularly refined based on lessons learned and evolving nuclear quality standards. In addition to our array of industry-leading software, we have equipped the manufacturing facilities that we operate with advanced robotics and automation, including robotic welding, forming and material handling systems, which are expected to improve our site construction work on SMR-300. Our manufacturing facilities and SMR-300 site construction efforts are also expected to benefit from our transformative manufacturing inventions such as HYLAW, which increases the speed of joining thick weldments by an order of magnitude.

Together, these capabilities enable precise fabrication of large, complex nuclear components with a focus on safety, high precision, reduced manual work and enhanced product consistency.

As part of our digital innovation program, we are also increasingly leveraging AI to drive increased productivity in our operations. For example, in the system and equipment design process, AI tools help inform design decisions by drawing on the repositories of prior recorded lessons learned which can increase quality and improve manufacturability. AI tools are also utilized in the development of operating procedures that are needed to carry out our activities at nuclear plants. As the integration of AI into our processes matures, we expect to see significant productivity improvements. Our internal specialists, who forecast significant efficiency gains attributable to AI in various aspects of our work in the near term, believe that these improvements have the potential to contribute higher profit margins on future projects, including the SMR-300 deployments, although actual results will depend on a range of factors.

Global reach and geographical diversification. Our international operations span five continents, with regional operation centers and subsidiaries in key markets such as the United Kingdom, the European Union (the “EU”), Mexico, Spain, Brazil, Ukraine, India, Taiwan and the Middle East. This global presence enables us to serve a broad and diverse client base, adapt to regional regulatory environments and mitigate risks associated with geopolitical or economic shifts. Our ability to leverage local expertise while maintaining centralized quality and oversight from our U.S. headquarters is a key element of our international operating model.

Strong financial position underpinned by long-term contracts and predictable cash flows. Our robust financial health and stability are foundational to our long-term success and resilience in the global energy sector. Since

our inception in 1986, we have been conservatively managed with limited indebtedness and a conservative capital structure. All other business expansions, including the development of our $300 million technology campus in Camden, New Jersey, have been financed through retained earnings and, in certain cases, non-dilutive financing such as government grants and tax credits. Our diversified revenue streams, derived from a broad portfolio of mature and emerging product lines, as well as a global customer base spanning over 40 countries, further support our financial stability. As shown in the illustration below, our long-term contracts with major utilities and government agencies extend into the 2030s, 2040s and 2050s, and are expected to provide predictable cash flows and a stable backlog. In addition, our substantial annual investment in research and development is strategically balanced to sustain innovation while preserving profitability.

The below graph depicts our contract expirations between 2030 and 2039, 2040 and 2049, and 2050 and beyond.

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Note: As of March 31, 2026.

Visionary management team. Our management team is a key driver of our success, bringing together deep industry expertise, technical excellence and a proven track record in leading complex, large-scale energy projects worldwide. Our team is led by our founder, Chairman and CEO, Dr. Krishna P. Singh, a globally acclaimed inventor with over 200 granted patents worldwide, who was inducted into the National Academy of Inventor’s Hall of Fame, is a member of the National Academy of Engineering and the Pan-American Academy of Science and Engineering, and has received numerous awards, medals and citations, chiefly for his contributions to the nuclear power industry. Dr. Singh’s vision and entrepreneurial leadership have shaped our growth since our inception in 1986. Dr. Singh is supported in his leadership role by our President, Dr. Richard Springman, a Mechanical Engineering graduate of the University of Pennsylvania and a 17-year Holtec veteran who is an internationally recognized thought leader in the nuclear industry with a prolific record of contributions to our intellectual property assets including multiple patents. Dr. Springman was most recently the President of the Global Clean Energy Opportunities program. This highly qualified leadership team, which

has a diverse set of experiences, has successfully navigated us through multiple industry cycles, regulatory challenges and international expansion initiatives, while maintaining a strong focus on operational excellence, corporate ethics, worker safety and relentless innovation. Our team’s collective expertise, strategic vision and commitment to sustained improvement undergird our ability to execute on our ambitious growth strategy and to pursue long-term value creation for our clients, partners and stockholders around the world.

Holtec’s operating segments

We operate through two segments, which we also refer to as “Enterprise Units,” each of which is described below. The performance of our Enterprise Units is a subject of regular oversight by our board of directors. All of our customer-facing businesses, products and services, other than the Palisades restart operations, are included in our NPD segment.

Nuclear Power Division (NPD)

NPD operates as our largest and most mature business segment, serving as the backbone of our global nuclear operations. NPD’s main activities include the design, engineering, licensing, procurement, manufacturing, installation and commissioning of high-density spent fuel storage racks, dry storage and transport systems, and ancillary equipment for both operating and decommissioned nuclear power plants. This Enterprise Unit also encompasses our decommissioning operations and Energetics, our in-house SMR-300 development platform. By maintaining and regularly exercising in-house capabilities across all critical functions, we believe that we have successfully fostered a culture of stringent quality control, regulatory-compliant quality assurance, cost efficiency and schedule reliability, with a clearly defined single point of accountability for our clients, which we view as necessary in executing complex, safety-critical projects.

A key revenue driver for NPD is our significant market share in both dry and wet spent nuclear fuel storage solutions, achieving more than 90% of the U.S. market share in wet spent fuel storage and supplying approximately 75% of the U.S. market, with 73 nuclear power plants using our dry storage products internationally as of March 31, 2026. In addition to our reported backlog from long-term contracts, there are several customer contracts that expire in the near term, particularly in dry storage, where we have historically realized high renewal rates. As of the date of this prospectus, we believe that no customer has ever switched away from our dry storage solution, and assuming these contracts with existing clients are renewed in line with past experience, our backlog is expected to increase by more than $2.5 billion, of which $0.5 billion is expected to be recognized over the next 5 years. In addition, we expect our pipeline of new clients from market capture within the current global operating fleet and the growth from new builds will continue to add to our backlog. However, there can be no assurance that any of these contracts will be renewed on the terms we expect, terms otherwise favorable to us or at all. In addition, even if renewed, we may not realize revenue from such contracts on the timeline we expect or at all. See “Risk Factors—Risks related to our business—Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.” NPD’s product lines, such as the HI-STORM and HI-STAR systems, are protected by a substantial portfolio of patents and proprietary technologies, supporting our market-leading position and providing recurring revenue from long-term, life-of-plant contracts.

In addition to our storage and transport offerings, we provide engineering consulting, regulatory support, site construction and global site services through NPD, further diversifying our revenue streams. NPD is also positioned for future growth through its involvement in the development and supply of components for our SMR-300 program, as well as the anticipated ramp-up of the HI-STORE CISF, subject to federal policy enabling centralized storage of used nuclear fuel in the United States. Beyond our SMR technology, we believe NPD is well positioned to take advantage of the growth in deployment of other nuclear reactor technologies, including Westinghouse’s AP1000 and several Generation III+ and Generation IV SMR technologies, as we hold strategic

agreements to design and fabricate components for such reactors. As a supplier to other reactor developers, we are agnostic to their reactor type, serving as OEM to them and OEM plus developer to others where business imperatives so dictate, with added credentials and capabilities to also serve as the plant operator when required. Our deep experience in international operations, with presences in the United Kingdom, Europe, Japan, Brazil, Ukraine, Mexico, Taiwan, South Africa, the Middle East and other markets, also allows us to adapt to local regulatory requirements and pursue opportunities in emerging nuclear markets.

Within NPD, our decommissioning operations have historically been structured around a vertically integrated, full-scope business model that addresses the entire lifecycle of nuclear plant decommissioning. In 2018, we led the industry in pioneering the “acquire the plant and decommission” approach, which allowed us to develop the largest privately held portfolio of grid-connected, SMR-amenable nuclear sites in the United States—Oyster Creek, Pilgrim, Indian Point, Big Rock Point, and Palisades. The strategic decision to acquire retiring nuclear sites has positioned us to deploy our SMR-300 plants at certain prequalified sites in the future, an opportunity we do not believe is presently available to our competitors.

We have historically generated revenue from our decommissioning operations through prudent management and drawdown of decommissioning funds, which are used to finance the safe dismantlement and remediation of nuclear sites. Our fleetwide management approach enables the sharing of best practices, workforce and technology across multiple sites, driving operational efficiencies and cost savings. We also benefit from recurring revenue associated with ongoing site security, spent fuel management and regulatory compliance services, which can extend for years, even decades, after physical decommissioning is complete.

In early 2026, we made the strategic decision to pursue the NAMCO Restructuring. Pursuant to NAMCO Restructuring Phase I, which will be completed prior to the closing of this offering, we transferred certain decommissioning sites and related liabilities from one of our subsidiaries to DEAMCO, a subsidiary of Holtec Holdings. This restructuring is intended to reduce our exposure to market fluctuations in the NDTs and uncertainties regarding decommissioning-related costs by transferring the responsibility for managing the NDTs and remaining decommissioning work outside of the company. Following the completion of NAMCO Restructuring Phase II, which remains subject to NRC and certain other regulatory approvals and may not be completed prior to the closing of this offering, we expect to continue to generate decommissioning revenues through HDI, which is expected to provide decommissioning services for these sites under long-term service agreements with DEAMCO and its subsidiaries on arm’s-length commercial terms. We also expect to collaborate with DEAMCO to pursue future development opportunities at these sites, including the potential deployment of our SMR-300 reactors. Given that the Palisades restart project is nearing recommencement, the Palisades site and its related assets and liabilities will not be part of the NAMCO Restructuring and will remain wholly owned by us.

Following the NAMCO Restructuring, we intend to continue to leverage our in-house expertise in project management, engineering, regulatory compliance, waste management and spent fuel storage to manage our decommissioning operations through HDI. Our broad spectrum of capabilities allow us to self-perform critical activities such as spent fuel transfer, site remediation, demolition and waste packaging, while drawing on our advanced manufacturing plants for specialized equipment and spent fuel storage systems. By maintaining control over the supply chain and project execution, we believe that we are able to optimize schedules and control costs. Our HI-DOC proprietary information management system and our Budget Tracker PMT digital project controls solution ensure enhanced internal controls, operational transparency and risk management, and enable real-time decision-making throughout the decommissioning process.

While NAMCO Restructuring Phase I will have been completed prior to the closing of this offering, NAMCO Restructuring Phase II may not be completed prior to the closing of this offering and remains subject to NRC and certain other regulatory approvals, which carries the risk of delay, denial or additional conditions. See

“Risk Factors—Risks related to our business—Completion of NAMCO Restructuring Phase II remains subject to NRC and certain other regulatory approvals” and “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.”

As the global reactor fleet ages and license extension periods expire, the market for decommissioning, waste management and site restoration services is expected to grow. IAEA’s 2025 estimates assume at least 81 GW of current nuclear capacity may be retired by 2050, including approximately 6 GW in North America, representing a market opportunity for decommissioning revenues of at least approximately $60 billion globally through 2050. Based on our current market capture rate and our established track record as a U.S. decommissioning services provider, we expect our decommissioning business line, led by HDI, to continue growing globally as nuclear plants reach the end of their operating lives.

In parallel, as the U.S. nuclear industry evolves from a period of plant retirements towards potential restarts and life extensions, we are pursuing new opportunities, including the decommissioning of research reactors, government-owned facilities, naval nuclear vessels and overseas nuclear plants. In this regard, we have entered into a contractual arrangement with Hyundai E&C to provide decommissioning services in South Korea.

Another key product line of NPD is our SMR-300 technology, which is the centerpiece of our SMR technology development effort and reflects significant research and development investment underway since 2011. NPD is responsible for executing the full lifecycle of engineering, procurement and construction of SMR-300 plants, in collaboration with Hyundai E&C and other strategic supply chain partners. NPD is expected to generate revenue from the SMR-300 product line through its sale of SMR-300 plants, receiving milestone payments for advancement of key licensing, procurement, construction and commissioning milestones throughout the project period. Our target clients for SMR-300 plant sales are utilities, cooperatives and well-capitalized project developers that can own and finance SMR-300 construction.

In addition, NPD is expected to deliver SMR-300 plants to our in-house, fully integrated project development platform, Energetics. We established Energetics as a new wholly owned subsidiary to develop SMR-300 projects globally, starting with the Pioneer One and Pioneer Two projects at our Palisades site in Michigan. Energetics leads planning, siting, financing, off-take structuring, capital structuring and equity sell-downs of SMR-300 projects. In addition to the Pioneer One and Pioneer Two projects at Palisades, we are targeting to develop SMR-300 projects at the Oyster Creek site in New Jersey, and other domestic and international projects with utilities, strategic partners, government entities and data center developers through co-development arrangements. Our nuclear asset ownership experience, spent fuel and waste management solutions, qualified nuclear operating program and decommissioning capacity enables Energetics to offer a broad spectrum of solutions to clients that seek the benefits of nuclear power without the highly specialized expertise required for its deployment. These same capabilities are also essential to offer Develop-to-Deploy projects to nuclear utilities. We expect Energetics will (i) generate revenue through the development and monetization of projects, including through equity recapitalizations and partial asset sales at defined project de-risking milestones, and (ii) generate long-term recurring revenue from electricity sales and capacity payments from operating facilities under contracted off-take arrangements.

A key feature of our business is our focus on fleet deployment and standardization. By developing a pipeline of projects, beginning with the anticipated first dual-unit SMR-300 installation at the Palisades site in Michigan, we aim to drive down costs, accelerate project timelines, and deliver safe, consistent and high-quality outcomes across multiple sites. Our global reach is supported by our network of utility clients, regional operation centers and strategic partnerships, enabling us to access new markets, comply with local regulations and adapt to diverse customer requirements. Through this model, we believe that we are positioned to become a leading provider of next-generation nuclear power, supporting the global transition to clean, reliable and scalable energy.

Palisades

The restart of the Palisades Nuclear Power Plant in Covert, Michigan embodies our ambitious and historic initiative to return Palisades to commercial operation following its permanent shutdown in May 2022. We believe this project represents the first-ever attempt in the United States to restart a previously shuttered nuclear facility, making Palisades a national and industry milestone. After acquiring the plant and its assets, we undertook a comprehensive program of inspections, maintenance, equipment upgrades and regulatory compliance activities designed to support a safe and reliable restart. We have received NRC approvals to proceed with restart activities on an accelerated timeline, and we have been certified as a nuclear plant operator by the INPO, which we believe positions us to restart the plant, under the supervision of the NRC and INPO, in 2026, in advance of our commitment date with our counterparties of March 2027. Our INPO and WANO credentials support our ability to provide reactor operation services to our prospective SMR-300 nuclear plant owners internationally, where comparable capabilities have been offered by foreign state-owned reactor suppliers.

Financially, the Palisades restart has been supported by a combination of federal and state funding, including the DOE LGA Facility and a $300 million grant from the State of Michigan, as well as our own capital investment. We have entered into PPAs with regional electric cooperatives with an initial term of 28 years, providing predictable revenue streams and supporting the plant’s economic viability. We are actively pursuing additional SMR-300 opportunities at the Palisades site to support the increasing clean energy demand in Michigan.

The Palisades restart model is underpinned by a comprehensive, vertically integrated strategy that draws on our in-house engineering, manufacturing and project management capabilities which are designed to execute a rigorous program of inspections, maintenance, equipment upgrades and regulatory compliance activities necessary to return the plant to safe commercial operation. Our Corporate Engineering Center and NCI have continued to provide technical support, owner’s engineering oversight and digital solutions to support the restart process, while our manufacturing facilities and our supply chain partners provide critical components and refurbishment services. In our experience, this vertical and lateral integration has enhanced comprehensive quality assurance, cost efficiency and schedule control throughout the restart timeline.

Holtec’s growth strategies

We will continue to employ the strategies that have helped preserve our profitability and established our position among industry leaders in our chosen sectors of the nuclear industry, including during periods when demand for nuclear power was stagnant or in decline across much of the world. As demand for nuclear energy increases to meet current and projected global demand for clean energy generation, we intend to supplement our existing, proven strategies with additional initiatives designed to support future growth. Our updated strategy is informed by our evolution from a niche participant in the nuclear industry to a leading nuclear supplier over the past decade, as well as by changes in the opportunity landscape associated with new nuclear technologies. Our growth initiatives are focused on strengthening our NPD business, accelerating the commercialization of advanced nuclear and renewable technologies, expanding our global footprint, forging strategic partnerships and monetizing our proprietary technologies to generate additional revenue, including through leveraging our increased access to capital markets as a public company. Key elements of our strategy are summarized below.

Commercialization and fleet deployment of advanced nuclear technologies. The cornerstone of our growth strategy is the commercialization and fleet deployment of advanced nuclear technologies, with primary focus on the SMR-300 Walk-away-safe nuclear plant. We are executing a comprehensive plan to bring the SMR-300 from development to widespread market adoption, including full scope delivery to clients and development of our own projects. Our approach is built around a fleet deployment model, which emphasizes the standardization and modularization of plant design, manufacturing and construction processes. This model is intended to enable us to

achieve significant economies of scale, reduce project timelines and lower overall costs for customers, making advanced nuclear power more accessible and competitive in both established and emerging markets. The initial deployment of the SMR-300 is planned as a dual-unit installation at Holtec’s Palisades nuclear site in Michigan, which we expect to serve as the flagship deployment for the SMR-300 program and the foundation for future SMR-300 deployments globally.

Expansion of NPD manufacturing capacity to serve the projected growth in the nuclear industry. NPD’s installed manufacturing capacity positions us favorably to play a critical role as the industry enters the cycle of anticipated growth. To meet this resulting demand, we intend to increase the utilization of existing manufacturing facilities that we currently own or lease through a multi-million dollar expansion of their capability and capacity. We have also identified potential sites for additional factories with specific capabilities centered around the enablement of new large reactor deployments. We are in advanced discussions with several states to build new manufacturing plants within their states.

Redevelopment of decommissioned nuclear sites. We have developed a forward-looking and multi-faceted strategy to revitalize decommissioned nuclear sites, designed to transform what were once end-of-life assets into vehicles for long-term value creation, community benefit and clean energy innovation. Looking beyond decommissioning, we are actively evaluating the redevelopment of these sites as clean energy hubs, targeting revitalization of the decommissioned nuclear sites held by DEAMCO, which we will continue to control prior to the completion of the NAMCO Restructuring. This includes the potential deployment of our SMR-300, which can utilize existing grid infrastructure and skilled local workforce pool to provide new sources of carbon-free baseload power. Additionally, we are considering the integration of renewable energy and long-duration storage solutions, such as the Holtec Green Boiler and HI-THERM HCSP, to support grid resilience and local economic development. Following the completion of the NAMCO Restructuring, we expect to enter into an agreement with DEAMCO to continue to manage these sites. See “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.”

Coal-to-clean program as a part of global decarbonization campaign. Our coal-to-clean program entails redeveloping coal fired plant sites into optimized SMR-300 plants supplemented with HI-THERM HCSP and Holtec Green Boiler systems, technologies that we are developing and intend to commercialize together with Holtec Asia pursuant to an alliance agreement. A retired coal site could be reinvigorated by deploying Holtec clean energy technologies, including the SMR-300, HI-THERM HCSP and Holtec Green Boiler. This Holtec coal-to-clean solution is expected to be attractive for the wider global coal markets.

Continued research, development and innovation. We maintain significant annual investments in research and development to support a steady pipeline of proprietary technologies and solutions. This commitment supports our ability to commercialize new products and maintain technological leadership in the evolving energy sector and address additional markets as opportunities present themselves. In addition to innovative projects such as HI-STORE CISF, which will provide a below-ground, centralized storage facility for used nuclear fuel, we are also advancing hybrid laser welding and digital manufacturing technologies that we expect to contribute to our profitability in the long term.

Expansion of Holtec’s security services. We also offer comprehensive security solutions for critical infrastructure, with a primary focus on the nuclear industry. Through NPD, we provide a full spectrum of services, including nuclear site protection, cybersecurity, physical security for government and commercial facilities, intelligence and threat analysis and emergency preparedness. Our security teams are currently providing security services to our fleet of decommissioned nuclear plants and a plant owned by a competitor, overseeing security for the Palisades restart, and delivering advanced security solutions to nuclear, public and private sector clients. Our client portfolio is expected to grow to include federal and state agencies, law enforcement and Fortune 500 companies in the coming years.

Expansion of Holtec’s government services. We also leverage our advanced engineering, manufacturing and project management capabilities in service of federal and state government clients. We provide specialized solutions across a range of mission-critical areas, including national defense, government-owned spent nuclear fuel management, radioactive waste management, decommissioning and dismantlement of nuclear-powered vessels, and the deployment of advanced clean energy technologies. We have secured strategic contracts with prime contractors to support key agencies such as the DOE, the DOD and the NNSA, supporting both ongoing operations and the execution of federally funded innovation initiatives. Our track record includes more than 50 projects for governmental bodies or companies providing services to such bodies, including the design for a FOAK dry cask storage system at Idaho National Laboratory and support for advanced reactor demonstration programs. Additionally, there is opportunity for growth, as the DOE has requested over $1.5 billion in 2027 for nuclear energy projects and the U.S. Navy has requested $5.7 billion in new nuclear shipbuilding. Our growth strategy for these services is focused on expanding our portfolio of government contracts, deepening engagement in advanced nuclear and clean energy initiatives, and building strategic partnerships to support the evolving needs of federal and state agencies.

Monetization of business management software. We have developed in-house a suite of proprietary, web-based software applications that support many aspects of our business activities, including manufacturing, logistics and inventory, procurement, engineering and design, project management and quality assurance. These systems, which are integral to operating a modern industrial enterprise, have been developed, tested and refined through continuous internal use in support of our operations. Our software is designed to interface with widely used enterprise systems, including those offered by SAP and Oracle, and incorporates features intended to reduce the risk of fraud and human error. These applications are designed to be configurable and adaptable to the specific requirements of industrial customers. To date, we have not commercialized these software applications at scale. Although we have made certain tools available to select external users and have received positive feedback regarding their functionality, we have not yet generated material revenue from third-party licensing or sales of these solutions. As a public company, we may evaluate potential strategies to commercialize these applications, which may include offering them for sale or license to third parties, including operators of nuclear power plants and other industrial enterprises. Any such commercialization would require additional investment in product development, marketing, customer support, cybersecurity and regulatory compliance, and there can be no assurance that we will successfully monetize our business management software or generate significant revenues from these initiatives.

Expansion of Holtec’s owner’s engineer services. The increasing acceptance of nuclear energy has expanded the number of countries and companies that are pursuing nuclear generation. We expect these countries and entities will require management, operational and quality assurance infrastructure to acquire, develop and manage nuclear plants. We intend to leverage our turnkey delivery capabilities, as well as our software tools and analytical models, to support new entrants in developing the capabilities necessary to become qualified nuclear plant owners. Our role may include acting as an owner’s engineer during project development and subsequently providing technical and operational support to operating nuclear plants, with a focus on operational efficiency and cost management. We believe our experience with the Palisades nuclear facility positions us to pursue opportunities to expand these services internationally.

Organizational structure

We currently conduct our business through Holtec International, its subsidiaries and entities consolidated under the variable interest entity model. Prior to the completion of this offering, we intend to undertake certain transactions to effectuate the Reorganization described under “Organizational Structure—The Reorganization.” Immediately following the Reorganization and this offering, Holtec Nuclear will be a holding company and its sole material asset will be all of the Class A Interests, which Holtec Nuclear will hold either directly or indirectly through one or more wholly owned subsidiaries. Holtec Nuclear will be the sole managing member of Holtec International, will operate and control all of Holtec International’s business and affairs and will be able to

consolidate the financial results of Holtec International into Holtec Nuclear’s financial statements. Our organizational structure is commonly referred to as an UP-C structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The UP-C approach provides Holtec Holdings and Holtec International Holdco, which will initially own all (or substantially all) of the Class B Interests, with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for Holtec Nuclear as the public company and economic benefits for Holtec Holdings and Holtec International Holdco when the Class B Interests are exchanged for shares of Class A common stock.

Holtec Nuclear will have two classes of authorized common stock: Class A common stock; and Class B common stock. Each share of Class A common stock is entitled to one vote per share on all matters presented to our stockholders generally. Each share of Class B common stock is entitled to 10 votes per share on all matters presented to our stockholders generally until the Sunset (as described below) becomes effective. Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our certificate of incorporation or as required by applicable law. The holders of Class B common stock will not have any economic rights, including any of the economic rights (including the rights to dividends) provided to holders of Class A common stock.

The “Sunset” becomes effective upon the first trading day on or after the date on which Holtec Holdings and Holtec International Holdco (including permitted transferees) collectively cease to maintain beneficial ownership of at least 20% of the aggregate number of shares of Class B common stock owned by them immediately after this offering. The Sunset is not triggered by the death of our founder (or any other holder of Class B common stock), or by intra-family transfers of the Class B common stock, and no conversion of the Class B common stock will be required upon such death or intra-family transfer. See “Description of Capital Stock—Common stock—Class B common stock” for more information about the terms of the Class B common stock.

Our dual-class voting structure concentrates voting control with Holtec Holdings and may expose investors to additional risks, including reduced influence over corporate matters and potential conflicts of interest between Holtec Holdings and other investors. Our voting structure may also have anti-takeover effects, preventing a change in control transaction that stockholders might consider to be in their best interest. See “Risk Factors—Risks related to our corporate structure, tax matters, our Class A common stock and this offering—The dual class structure of our common stock has the effect of concentrating voting control with Holtec Holdings, and this will limit or preclude your ability to influence corporate matters.”

We may issue additional shares of Class A common stock from time to time, subject to applicable provisions of our certificate of incorporation, bylaws and Delaware law. After the closing of this offering, we are obligated to issue shares of Class A common stock (subject to the transfer and exchange restrictions set forth in the Holtec International Limited Liability Company Agreement (“Holtec International LLC Agreement”) entered into by Holtec Holdings, Holtec International Holdco, Holtec Nuclear and Holtec International) to Holtec Holdings and Holtec International Holdco (or any other holder of Class B Interests) upon the exchange of any of its Class B Interests for shares of our Class A common stock on a one-for-one basis (unless we elect to satisfy such exchange for cash). When a Class B Interest is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be retired. The issuance of additional shares of Class A common stock would result in additional dilution to the holders of our Class A common stock. Holtec Holdings and Holtec International Holdco (or any other holder of Class B Interests) are not required to exchange or convert their Class B Interests for shares of Class A common stock at any time.

In connection with this offering, Holtec Nuclear will enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”) for the benefit of Holtec Holdings and Holtec International Holdco (collectively, the “TRA Beneficiaries”). Pursuant to the Tax Receivable Agreement, Holtec Nuclear will pay 85% of the amount of the

net cash tax savings, if any, that Holtec Nuclear is deemed to realize as a result of (i) certain increases in the tax basis of assets of Holtec International and its subsidiaries resulting from exchanges of Class B Interests in the future, (ii) certain tax attributes of Holtec International and subsidiaries of Holtec International (including the existing tax basis of assets owned by Holtec International or its subsidiaries, which may be increased as a result of the anticipated distributions of cash to Holtec Holdings and Holtec International Holdco as described under “Use of Proceeds”) that exist as of the time of this offering or may exist at the time when Class B Interests are exchanged for shares of Class A common stock and (iii) certain other tax benefits related to Holtec Nuclear entering into the Tax Receivable Agreement, including tax benefits attributable to payments that Holtec Nuclear makes under the Tax Receivable Agreement. See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Tax Receivable Agreement.”

In connection with this offering, Holtec International will distribute $ in cash to Holtec Holdings and $ in cash to Holtec International Holdco. Holtec International Holdco will distribute the $ in cash received from Holtec International to Holtec Holdings. The distribution by Holtec International of $ in cash from the proceeds of the offering to Holtec Holdings, the distribution by Holtec International of $ in cash from the proceeds of the offering to Holtec International Holdco and the distribution by Holtec International Holdco of $ in cash from the distribution received from Holtec International to Holtec Holdings, taken together, are intended to provide Holtec Holdings with the liquidity to distribute to the Legacy Stockholders the previously taxed net income of Holtec International on a tax-free basis. See “Organizational Structure” and “Use of Proceeds.”

Prior to the completion of this offering, we intend to undertake certain transactions to effectuate NAMCO Restructuring Phase I described under “Organizational Structure—NAMCO Restructuring—Phase I.” The following diagram reflects our simplified organizational structure immediately prior to the consummation of the Reorganization and NAMCO Restructuring Phase I.

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The following diagram reflects our simplified organizational structure immediately following the Reorganization, NAMCO Restructuring Phase I and the completion of this offering (assuming that the underwriters’ option to purchase additional shares of Class A common stock is not exercised and without giving effect to any shares of Class A common stock that may be purchased in the directed share program).

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(1)	At the closing of this offering, (a) Holtec Holdings will own Class B Interests of Holtec International and shares of Class B common stock of Holtec Nuclear, and (b) Holtec International Holdco will own Class B Interests of Holtec International and shares of Class B common stock of Holtec Nuclear.

(2)

Each share of Class A common stock of Holtec Nuclear will be entitled to one vote and will vote together with the Class B common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. See “Description of Capital Stock—Common Stock—Class A common stock.”

(3)

Each share of Class B common stock is entitled to 10 votes until the Sunset becomes effective and will vote together with the Class A common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. The Class B common stock will have no economic rights in Holtec Nuclear. See “Description of Capital Stock—Common stock—Class B common stock.”

(4)

Holtec Nuclear will, directly or indirectly, own all of the Class A Interests of Holtec International after the Reorganization, which upon the completion of this offering will represent the right to receive approximately % of the distributions made by Holtec International. While this interest represents a minority of economic interests in Holtec International, it represents 100% of the voting interests, and Holtec Nuclear (or its subsidiary) will be admitted as the sole managing member of Holtec International in connection with the Reorganization. As a result, Holtec Nuclear will operate and control all of Holtec International’s business and affairs and will be required to consolidate its financial results into Holtec Nuclear’s financial statements.

(5)

At the closing of the offering, (a) Holtec Holdings will own shares of Class B common stock and Class B Interests, which upon the completion of this offering will represent the right to receive approximately % of the distributions made by Holtec International, and (b) Holtec International Holdco will own shares of Class B common stock and Class B Interests, which upon the completion of this offering will represent the right to receive approximately % of the distributions made by Holtec International. No person will have any voting rights in Holtec International on account of the Class B Interests, except for the right to approve amendments to the Holtec International LLC Agreement that adversely affect the rights of holders of Class B Interests. However, through ownership of shares of Class B common stock, Holtec Holdings will control a majority of the voting power of the

common stock of Holtec Nuclear, the sole managing member (or sole owner of the sole managing member) of Holtec International, and will therefore have indirect control over Holtec International. Class B Interests of Holtec International may be exchanged for shares of our Class A common stock or, at our election, for cash, subject to certain restrictions pursuant to the Holtec International LLC Agreement described in “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Exchange right; Holtec International LLC Agreement.” When a Class B Interest is exchanged for a share of our Class A common stock or, at our election, for cash, it will result in the automatic cancellation of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of Holtec Holdings. Any beneficial holder exchanging its Class B Interests must ensure that the applicable corresponding number of shares of Class B common stock are delivered to us for cancellation as a condition of exercising its right to exchange Class B Interests for shares of our Class A common stock or, at our election, for cash. After a Class B Interest is surrendered for exchange, it will not be available for reissuance.

Principal stockholder

Holtec Holdings is our principal stockholder. Holtec Holdings was formed on February 17, 2026 by the Legacy Stockholders for the principal purpose of holding our common stock and the Class B Interests in Holtec International. Upon completion of this offering, Holtec Holdings will directly or indirectly own all of the shares of our Class B common stock, representing approximately % of our total common stock outstanding.

The Legacy Stockholders beneficially own all of the voting power of Holtec Holdings and are able to control matters requiring stockholder approval, including the election of directors, changes to Holtec Holdings’ organizational documents and significant corporate transactions. The Legacy Stockholders’ control of Holtec Holdings means that they will indirectly control us through Holtec Holdings. Prior to the Reorganization, the Legacy Stockholders have controlled all of the operations of Holtec International. We are a party to certain agreements with other businesses owned by or affiliated with the Legacy Stockholders. For a description of these agreements, see “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their Affiliates.”

Controlled company status

Because Holtec Holdings will directly or indirectly control shares of our common stock, which represents approximately % of the voting power with respect to director elections, we expect to be a controlled company as of the completion of this offering under the Nasdaq and Nasdaq Texas rules. Under these rules, a controlled company may elect not to comply with certain corporate governance requirements, including the requirements that a majority of the board of directors consist of independent directors and that the compensation and nominating and corporate governance committees be composed entirely of independent directors. Although we currently qualify for the “controlled company” exemptions, we do not currently intend to avail ourselves of these exemptions and intend to comply with all applicable corporate governance requirements of Nasdaq and Nasdaq Texas applicable to non-controlled companies, although we may elect to take advantage of these exemptions in the future for as long as we remain a controlled company. See “Management—Controlled company exemption” and “Risk Factors—Risks related to our corporate structure, tax matters, our Class A common stock and this offering—We expect to be a “controlled company” within the meaning of the Nasdaq and Nasdaq Texas rules and, as a result, will qualify for exemptions from certain corporate governance requirements.”

Implications of being an emerging growth company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an EGC, we are permitted, and have elected, to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not EGCs. These exemptions include:

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being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

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not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

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reduced disclosure obligations regarding executive compensation; and

•

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and obtaining stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions for up to five years following completion of this offering or such earlier time when we are no longer an EGC. We will cease to be an EGC if we have more than $1.235 billion in annual revenue, have more than $700.0 million in market value of our capital stock held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of some reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you may hold stock. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “Risk Factors—Risks related to our corporate structure, tax matters, our Class A common stock and this offering—For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.”

The JOBS Act provides that an EGC may take advantage of an extended transition period for complying with new or revised accounting standards. We intend to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act, until we are no longer an emerging growth company. Our election to use the phase-in periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods under Section 107 of the JOBS Act and who will comply with new or revised financial accounting standards. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

Corporate information

Our principal executive offices are located at 1 Holtec Boulevard, Camden, New Jersey 08104, and our telephone number at that address is (856) 797-0900. Our website address is www.holtecinternational.com. We expect to make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of and is not incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part.

Summary of our risk factors

An investment in our Class A common stock involves risks. Among these important risks are the following:

•

Our future revenue growth will be dependent on an increase in demand for nuclear energy in the United States and internationally.

•

We, our partners and our customers operate in a politically sensitive environment, and negative public and political perceptions of nuclear energy and radioactive materials and their safety could materially and adversely affect us, our customers and the markets in which we operate.

•

Our nuclear power plants, manufacturing facilities and other operational and work sites expose employees, contractors and other persons to potentially hazardous environments and materials. Any failure to maintain a safety-conscious work environment or the failure of our personnel to observe rules and regulations could result in damage to or loss of property, bodily injury or loss of life, the loss of projects or customers and possible exposure to litigation.

•

Disruptions or temporary shutdowns at any of the manufacturing facilities that we operate or utilize could materially and adversely affect our business.

•

Significant disruptions in our supply chain and supply routes due to supply limitations, tariffs, geopolitical events or otherwise could result in higher production costs or unavailability of components, commodities and raw materials, which may adversely affect our future financial results and reduce our operating margins.

•

Market volatility, investment performance, changes in interest rates or other factors could reduce the value of our NDT funds. Following the completion of the NAMCO Restructuring, DEAMCO or one of its affiliates will be responsible for managing and bearing the economic risk of the NDT funds with respect to the DEAMCO Facility Entities.

•

Completion of NAMCO Restructuring Phase II remains subject to NRC and certain other regulatory approvals.

•

Our ownership and operation of the Palisades plant, and any future nuclear power plants, subject us to substantial risks and financial assurance requirements that are associated with nuclear generation.

•

Our Palisades plant, and any SMR-300 nuclear power plants that we may own in the future, may experience unplanned interruptions or periods of reduced output, which could result in lower energy margin, lost opportunities, monetary penalties, contractual damages and other losses.

•

PPAs are a key component to our anticipated business model for sales of power, and nonperformance or underperformance by us or our counterparties to these agreements could adversely impact our financial performance.

•

Our SMR-300 will utilize novel applications of existing technologies that have not been deployed at scale yet, and we may face commercial challenges in bringing this technology to market.

•

We have not yet constructed or received all necessary regulatory approvals for any of our SMR-300s or entered into definitive agreements with customers to take delivery of, or to off-take power from, an SMR-300, and there is no guarantee that we will be able to do so in the future.

•

The amount of time and funding needed to bring our SMR-300 technology to market may exceed our expectations, and we may need to make significant adjustments to our SMR business plans or significantly delay or scale back the deployments of our SMR-300s.

•

A significant portion of our future revenue is expected to be derived from the sale and deployment of energy technologies that are currently in a pre-deployment state, principally our SMR-300. If we are delayed in deploying these products to scale, or if we are unable to manage our growth effectively, our business, financial condition and results of operations could be adversely affected.

•

Emerging and disruptive technologies, including nuclear fusion and competing renewable and low-carbon generation technologies, could adversely affect demand for our products and services and the competitiveness of our nuclear generation and SMR businesses.

•

Our global operations expose us to legal, political and economic risks in different countries as well as currency exchange rate fluctuations and impacts from inflation that could affect our business and financial results.

•

Our operations may be adversely affected by restrictive covenants and other limitations set forth in our financing documents and by conditions attached to our government grants and other sources of funding.

•

Our past results are not necessarily indicative of our future performance and our results may fluctuate significantly due to, among other factors, timing and size of contract awards and project milestones, deployment of our new technologies, strategic transactions, including the NAMCO Restructuring, and other corporate actions.

•

Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.

•

We occasionally collaborate with third parties on joint projects, and the failure of a joint project partner to perform its contractual obligations could expose us to reputational harm and reduced profitability.

•

We are dependent on certain key personnel and may be unable to attract and retain highly qualified and skilled employees.

•

Our nuclear operations subject us to various environmental, regulatory, financial and other risks.

•

Our operation, decommissioning and ownership of a fleet of nuclear power facilities subjects us to regulations, costs and liabilities uniquely associated with these types of facilities.

•

Our ability to establish, maintain, protect and enforce our patents and other IP rights may be challenged and is not guaranteed. If we are unable to protect our IP rights, our business and competitive position may be harmed.

•

We are a holding company, and we are accordingly dependent upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the Tax Receivable Agreement.

•

We will be required to pay over to the TRA Beneficiaries most of the tax benefits available to us in respect of our acquisition of Class B Interests, and the amount of those payments are expected to be substantial.

•

Our certificate of incorporation and bylaws, as well as Delaware law, will contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock.

•

The dual class structure of our common stock has the effect of concentrating voting control with Holtec Holdings, and this will limit or preclude your ability to influence corporate matters.

•

Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and federal courts for Securities Act claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

•

We do not presently anticipate paying cash dividends on our Class A common stock. Consequently, your only opportunity to achieve a return on your shares of Class A common stock is if the price of our Class A common stock appreciates.

You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page 33 and the other information in this prospectus before investing in our Class A common stock.

The offering

Issuer

Holtec Nuclear Corporation

Class A common stock offered

shares of Class A common stock (or shares of Class A common stock if the underwriters exercise their option to purchase additional shares of Class A common stock in full).

Class A common stock outstanding immediately after this offering

shares of Class A common stock (or shares of Class A common stock if the underwriters exercise their option to purchase additional shares of Class A common stock in full). Assuming exchange of all Class B Interests for Class A common stock, there will be shares of Class A common stock.

Class B common stock outstanding immediately after this offering

shares of Class B common stock. Class B common stock will be issued to holders of Class B Interests. Immediately following the offering, all of the issued and outstanding shares of Class B common stock will be beneficially owned directly or indirectly by Holtec Holdings.

Voting rights

We will have two classes of authorized common stock: Class A common stock; and Class B common stock. Each share of Class A common stock entitles its holder to one vote per share on all matters presented to our stockholders generally, representing an aggregate of % of the combined voting power of our issued and outstanding common stock upon completion of this offering (or %, if the underwriters exercise their option to purchase additional shares of Class A common stock in full), without giving effect to any purchases that any of our affiliates may make through the directed share program.

Each share of Class B common stock entitles its holder to 10 votes per share on all matters presented to our stockholders generally until the Sunset becomes effective, representing an aggregate of % of the combined voting power of our issued and outstanding common stock upon completion of this offering (or %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock). After the Sunset becomes effective, each share of Class B common stock will entitle its holder to one vote per share instead of 10 votes per share.

The “Sunset” becomes effective upon the first trading day on or after the date on which Holtec Holdings and certain of its affiliates (including permitted transferees) collectively cease to maintain beneficial ownership of at least 20% of the aggregate number of shares of Class B common stock owned by them immediately after this offering. The Sunset is not triggered by the death of our founder (or any other holder of Class B common stock), or by intra-family transfers of the Class B common stock, and no conversion of the Class B common stock will be required upon such death or intra-family transfer.

When Holtec Holdings (or any other holder) exchanges Class B Interests for cash or shares of our Class A common stock, at the election of Holtec Nuclear in its sole discretion, it will result in the automatic retirement of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of the Class B common stock. See “Organizational Structure—Post-offering holding company structure—Our Class B common stock.”

Upon completion of this offering (assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock and after the transactions described herein under “Organizational Structure”), Holtec Holdings will directly or indirectly own 100% of our Class B common stock (representing % of the total combined voting power of our issued and outstanding common stock). As a result, Holtec Holdings will be able to control matters requiring stockholder approval, including the election and removal of directors, changes to our organizational documents and significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets. See “Risk Factors—Risks related to our corporate structure, tax matters, our Class A common stock and this offering—Holtec Holdings has the ability to direct the voting of a majority of our voting stock, and their interests may conflict with those of our other stockholders.”

In addition, our certificate of incorporation will provide Holtec Holdings (including its permitted transferees) with certain board appointment rights that cannot be modified without approval of holders of our Class B common stock voting as a separate class. See “Management—Composition of our board of directors.”

Exchange rights

The Holtec International LLC Agreement will entitle Holtec Holdings, Holtec International Holdco and certain of their affiliates (including permitted transferees) to cause Holtec International to acquire Class B Interests, along with the cancellation of an equal number of shares of Class B common stock, for shares of our Class A common stock on a one-for-one basis or, at our election, for cash. When a Class B Interest is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be canceled. We have reserved for issuance shares of our Class A common stock, which is the aggregate number of shares of our Class A common stock expected to be issued over time upon the exchange by the holders of Class B Interests, assuming we do not elect to exchange such Class B Interests for cash.

Holtec International LLC Agreement

Upon completion of the Reorganization, Holtec Nuclear will become the sole managing member of Holtec International pursuant to the Holtec International LLC Agreement. As such, Holtec Nuclear will operate and control all of the business and affairs of Holtec International and, through Holtec International and its subsidiaries, conduct our business.

See “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Exchange right; Holtec International LLC Agreement.”

Tax Receivable Agreement

Holtec Nuclear and Holtec International will enter into the Tax Receivable Agreement for the benefit of the TRA Beneficiaries, pursuant to which Holtec Nuclear will pay 85% of the amount of the net cash tax savings, if any, that Holtec Nuclear is deemed to realize as a result of (i) certain increases in the tax basis of assets of Holtec International and its subsidiaries resulting from exchanges of Class B Interests in the future, (ii) certain tax attributes of Holtec International and subsidiaries of Holtec International (including the existing tax basis of assets owned by Holtec International or its subsidiaries, which may be increased as a result of the anticipated distributions of cash to Holtec Holdings and Holtec International Holdco as described under “Use of Proceeds”) that exist as of the time of this offering or may exist at the time when Class B Interests are exchanged for shares of Class A common stock and (iii) certain other tax benefits related to Holtec Nuclear entering into the Tax Receivable Agreement, including tax benefits attributable to payments that Holtec Nuclear makes under the Tax Receivable Agreement. See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Tax Receivable Agreement.”

Use of proceeds

We expect to receive approximately $ of net proceeds from this offering (or $ if the underwriters exercise their option to purchase additional shares of our Class A common stock in full), based upon the assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and estimated offering expenses payable by us. See “Underwriting.”

We intend to use such net proceeds to (i) purchase Class A Interests from Holtec International at a per interest purchase price equal to the per share price paid by the underwriters for our Class A common stock in this offering and (ii) cause Holtec International to use the net proceeds (a) to distribute approximately $ in cash to Holtec Holdings and approximately $ in cash to Holtec International Holdco and (b) for general corporate purposes, which may include accelerating SMR-300 licensing, deployment and manufacturing capacity, furthering commercialization of our Holtec Green Boiler and HI-THERM HCSP innovations and expanding our product and services offerings in emerging areas such as cybersecurity and national defense programs. Please see “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.

Dividend policy

We currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends in the foreseeable future. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant.

Following this offering and subject to funds being legally available, we intend to cause Holtec International to make pro rata distributions to Holtec Holdings, Holtec International Holdco and us in an amount at least sufficient to allow us, Holtec Holdings and Holtec International Holdco to pay all applicable taxes, to make payments under the Tax Receivable Agreement we will enter into with Holtec Holdings and Holtec International Holdco and to pay our corporate and other overhead expenses.

See “Dividend Policy.”

Controlled company

Because Holtec Holdings will directly or indirectly control shares of our common stock, which represents approximately % of the voting power with respect to director elections, we expect to be a controlled company as of the completion of this offering under the Nasdaq and Nasdaq Texas rules. Although we currently qualify for the “controlled company” exemptions, we do not currently intend to avail ourselves of these exemptions and intend to comply with all applicable corporate governance requirements of Nasdaq and Nasdaq Texas applicable to non-controlled companies, although we may elect to take advantage of these exemptions in the future for as long as we remain a controlled company. See “Management—Controlled company exemption” and “Risk Factors—Risks related to our corporate structure, tax matters, our Class A common stock and this offering—We expect to be a “controlled company” within the meaning of the Nasdaq and Nasdaq Texas rules and, as a result, will qualify for exemptions from certain corporate governance requirements.”

Directed share program

At our request, the underwriters will reserve up to % of the shares of Class A common stock being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. The sales will be made by J.P. Morgan Securities LLC through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares of Class A common stock, but any purchases they do make will reduce the number of shares of Class A common stock available to the general public. Any reserved shares of Class A common stock not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock. Shares of Class A common stock purchased by our directors, officers and employees in the directed share program will be subject to the

lock-up restrictions described in this prospectus. We have agreed to indemnify J.P. Morgan Securities LLC against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of reserved shares of Class A common stock. See “Underwriting—Directed share program.”

Risk factors

You should carefully read and consider the information set forth in the section entitled “Risk Factors” beginning on page 33, together with all of the other information set forth in this prospectus, before deciding whether to invest in our Class A common stock.

Listing and trading symbol

We intend to apply to list our Class A common stock on Nasdaq and Nasdaq Texas under the symbol “HNUC.”

Unless otherwise noted, Class A common stock outstanding after the offering and other information based thereon in this prospectus does not reflect any of the following:

•

shares of Class A common stock reserved for issuance upon the exchange of Class B Interests that will be held by Holtec Holdings and certain of its affiliates (including permitted transferees) following the completion of this offering;

•

shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares of Class A common stock from us; and

•

shares of Class A common stock reserved for issuance under our 2026 Plan and ESPP (each as defined herein), which we plan to adopt in connection with this offering.

In addition, except when otherwise indicated, information in this prospectus, including the number of shares of Class A common stock to be outstanding following this offering, reflects or assumes:

•

the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, each in connection with the closing of this offering;

•

an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover of this prospectus;

•

no exercise by the underwriters of their option to purchase up to additional shares of Class A common stock;

•

no purchase of shares of Class A common stock by our directors, officers, employees and other individuals associated with us and members of their families through the directed share program; and

•

the Reorganization.

Throughout this prospectus, we present performance metrics and financial information regarding the business of Holtec International. This information is generally presented on an enterprise-wide basis. The new public stockholders will be entitled to receive a pro rata portion of the economics of Holtec International’s operations through their ownership of our Class A common stock. Holtec Nuclear’s ownership of Class A Interests will represent a minority share of Holtec International. Holtec Holdings will continue to hold a majority of the economic interest in its operations as a non-controlling interest holder, primarily through direct and indirect ownership of Class B Interests of Holtec International. Prospective investors should be aware that the owners of the Class A common stock will be entitled only to a minority economic position, and therefore should evaluate performance metrics and financial information in this prospectus accordingly. To the extent Class B Interests are exchanged for Class A common stock or, at the election of Holtec Nuclear in its sole discretion, for cash, over time, the percentage of the economic interest in Holtec International’s operations to which Holtec Nuclear and the Class A common stockholders are entitled will increase proportionately.

Summary historical and pro forma consolidated financial and operating data

The summary consolidated statements of operations data for the three months ended March 31, 2026 and 2025, the summary consolidated balance sheets data as of March 31, 2026 and 2025, and the summary consolidated statements of cash flow data for the three months ended March 31, 2026 and 2025 presented below are derived from the unaudited consolidated financial statements of Holtec International, our predecessor for accounting purposes, included elsewhere in this prospectus. The summary consolidated statements of operations data for the years ended December 31, 2025 and 2024, the summary consolidated balance sheets data as of December 31, 2025 and 2024, and the summary consolidated statements of cash flow data for the years ended December 31, 2025 and 2024 presented below are derived from the audited consolidated financial statements of Holtec International included elsewhere in this prospectus. The following summary consolidated financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited consolidated financial statements and related notes and our unaudited consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace the audited consolidated financial statements and related notes and are qualified in their entirety thereby. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. The unaudited pro forma financial information for the three months ended March 31, 2026 and for the year ended December 31, 2025 is derived from the unaudited supplemental pro forma financial information included elsewhere in this prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Consolidated statements of operations data


Dollars in thousands, except per share amounts	Three Months Ended March 31,						Year Ended December 31,						Pro Forma (a)
	2026			2025			2025			2024			Three Months Ended March 31, 2026			Year Ended December 31, 2025
Revenues	$	165,268		$	177,692		$	576,617		$	765,531		$	273,614		$	893,411
Direct operating costs		84,753			108,630			377,082			432,698			126,352			602,677

Gross operating profit		80,515			69,062			199,535			332,833			147,263			290,734

Operating expenses:
Selling, general, and administrative expenses		74,089			38,941			160,169			146,955			74,086			152,851
Accretion of asset retirement obligations		13,075			15,113			60,452			72,604			823			2,538

Total operating expenses		87,164			54,054			220,621			219,559			74,909			155,389

Asset retirement obligation settlement and measurement gain (loss)		66,141			21,193			58,181			177,711			823			4,853

Income from operations		59,492			36,201			37,095			290,985			73,177			140,198

Other income (expenses):
Interest expense		(2,728	)		(434	)		(3,377	)		(5,714	)		(2,539	)		(1,775	)
Interest and investment income		18,566			22,351			78,963			91,741			4,191			18,632
Realized gain on investments		132,916			4,718			118,536			45,536			1,856			4,144
Unrealized gain on investments		(198,249	)		(41,587	)		230,033			247,552			(4,130	)		55,167
Gain on foreign currency exchange		213			632			6,169			3,775			213			3,139
Gain on sale of fixed assets		—			1,250			2,342			520			—			1,250
Other income (loss)		265			1,603			1,271			5,023			265			1,271

Net other income (expenses)		(49,017	)		(11,467	)		433,937			388,433			(145	)		81,828


Dollars in thousands, except per share amounts	Three Months Ended March 31,						Year Ended December 31,					Pro Forma (a)
	2026			2025			2025			2024		Three Months Ended March 31, 2026			Year Ended December 31, 2025

Income before provision for income taxes		10,475			24,734			471,032			679,418		73,065			222,026
Provision for income taxes		(7,294	)		(698	)		84,464			83,638		2,460			21,752

Net income		17,769			25,432			386,568			595,780		70,605			200,274
Less net income attributable to noncontrolling interests		(2,776	)		(27	)		(11,047	)		3,836		(2,776	)		(11,047	)

Net income attributable to Holtec International and subsidiaries	$	20,545		$	25,459		$	397,615		$	591,944	$	73,381		$	211,321


Earnings Per Share (EPS)
Weighted-average common shares outstanding		1,178,916			1,178,916			1,178,916			1,178,916		1,178,916			1,178,916

Basic and diluted earnings per share	$	17.43		$	21.60		$	337.27		$	502.11	$	64.51		$	179.25

(a) Pro forma figures give effect to the following transactions, each as described in more detail in this prospectus:

(1)	the deconsolidation of Holtec Asia;

(2)	the planned restructuring of the ownership of the decommissioning assets;

(3)	the conversion of Holtec International into an UP-C structure in connection with the IPO, inclusive of the entry into the Tax Receivable Agreement and the LLC Agreement; and

(4)	the IPO and the use of proceeds therefrom. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Consolidated balance sheets data


Dollars in thousands	As of March 31,					As of December 31,					Pro Forma (a)
	2026			2025		2025			2024		As of March 31, 2026			As of December 31, 2025
Cash and cash equivalents	$	10,005		$	93,124	$	23,421		$	106,332	$	10,005		$	34,929
Working capital (1)		(193,094)			119,570		(126,318	)		128,133		(43,422	)		17,109
Nuclear decommissioning trust funds		2,803,540			2,995,949		2,993,941			3,084,242		615,540			615,755
Total assets		6,129,554			5,180,455		6,075,636			5,106,028		3,566,869			3,315,542
Asset retirement obligations		1,707,906			1,976,494		1,802,539			2,030,216		312,378			312,379
Total liabilities		3,754,370			3,043,585		3,704,326			2,994,590		2,192,743			2,054,191
Additional paid-in capital		15,046			17,427		17,415			17,415		15,046			11,017
Retained earnings		2,360,865			2,106,386		2,351,846			2,080,927		1,359,807			1,248,285
Noncontrolling interests		(739	)		13,057		2,037			13,084		(739	)		2,037
Total stockholders’ equity	$	2,375,184		$	2,136,870	$	2,371,310		$	2,111,438	$	1,374,126		$	1,261,351

(1)	Working capital is defined as current assets less current liabilities.

Consolidated statements of cash flow data


Dollars in thousands	Three Months Ended March 31,						Year Ended December 31,						Pro Forma (a)
	2026			2025			2025			2024			Three Months Ended March 31, 2026			Year Ended December 31, 2025
Net cash provided by/(used in) operating activities	$	53,945		$	88,153		$	(248,512	)	$	(150,157	)	$	172,779		$	158,185
Net cash provided by/(used in) investing activities		(227,704	)		(205,861	)		(474,969	)		392,383			(308,155	)		(873,450	)
Net cash provided by/(used in) financing activities		160,343			104,504			640,570			(211,193	)		148,835			650,571

Net increase/(decrease) in cash and cash equivalents	$	(13,416	)	$	(13,204	)	$	(82,911	)	$	31,033		$	13,459		$	(64,694	)

Supplementary financial data


Dollars in thousands	Three Months Ended March 31,						Year Ended December 31,						Pro Forma (a)
	2026			2025			2025			2024			Three Months Ended March 31, 2026			Year Ended December 31, 2025
EBITDA	$	40,733		$	28,150		$	497,768		$	698,290		$	103,134		$	246,286
EBITDA Margin		25	%		16	%		86	%		91	%		38	%		28	%

Operational measure

Backlog (Long-term contracts)

Backlog represents the dollar amount of revenue we expect to recognize in the future from signed contracts with customers.


	Three Months Ended March 31,		Year Ended December 31,				Pro Forma (a)
	2026		2025		2024		Three Months Ended March 31, 2026		Year Ended December 31, 2025
*Dollars in thousands*
NPD
Remaining amounts to earn as of December 31,	$	10,758,199	$	10,937,981	$	10,528,592	$	13,064,655	$	13,365,915
Amounts expected to earn over next 12 months		334,182		438,277		471,739		569,541		769,030
Amounts expected to earn beyond next 12 months		10,424,017		10,499,704		10,056,853		12,495,114		12,596,885
Palisades
Remaining amounts to earn as of December 31,	$	10,385,412	$	10,385,412	$	10,385,412	$	10,385,412	$	10,385,412
Amounts expected to earn over next 12 months		186,248		186,248		—		186,248		186,248
Amounts expected to earn beyond next 12 months		10,199,164		10,199,164		10,385,412		10,199,164		10,199,164

See also “Risk Factors—Risks related to our business—Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.”

Non-GAAP financial measures

We present non-GAAP financial measures because we believe they provide useful information to investors regarding our operating performance and underlying business trends. These measures assist in period-to-period comparisons of our operating results and, in certain cases, facilitate comparisons with other companies in our industry. We also use non-GAAP financial measures internally to evaluate operating performance and to inform resource allocation and strategic planning decisions. Non-GAAP financial measures are not intended to be considered in isolation or as a substitute for GAAP measures and may differ from similarly titled measures used by other companies. Reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are provided below.

EBITDA and EBITDA Margin

EBITDA and EBITDA Margin are key measures used by our management to help us analyze our financial results, establish budget and operational goals for managing our business, evaluate our performance, and make strategic decisions. We define EBITDA as our net income excluding: depreciation and amortization; interest expense; and income tax expense. We define EBITDA Margin as EBITDA divided by revenue.

The table below presents a reconciliation of net income and net income margin, the most directly comparable GAAP financial measures, to EBITDA and EBITDA Margin, respectively.


	Three Months Ended March 31,						Year Ended December 31,						Pro Forma (a)
	2026			2025			2025			2024			Three Months Ended March 31, 2026			Year Ended December 31, 2025
Dollars in thousands, except percentages
Revenues	$	165,268		$	177,692		$	576,617		$	765,531		$	273,614		$	893,411
Net income		17,769			25,432			386,568			595,780			70,605			200,274
Interest Expense		2,728			434			3,377			5,714			2,539			1,775
Income Taxes		(7,294	)		(698	)		84,464			83,638			2,460			21,752
Depreciation and amortization		27,530			2,982			23,359			13,158			27,530			22,485

EBITDA		40,733			28,150			497,768			698,290			103,134			246,286
Net Income Margin		11	%		14	%		67	%		78	%		26	%		22	%
EBITDA Margin		25	%		16	%		86	%		91	%		38	%		28	%

Preliminary estimated unaudited financial results for the three months ended June 30, 2026

The data presented below reflects our preliminary estimated unaudited financial results for the three months ended June 30, 2026, based upon information available to us as of the date of this prospectus. This data is not a comprehensive statement of our financial results for the three months ended June 30, 2026 and should not be viewed as a substitute for full interim financial statements prepared in accordance with U.S. GAAP. Our actual results may differ materially from this preliminary estimated data. In addition, such data does not purport to indicate our results of operations for any future period beyond June 30, 2026.

While we currently expect our results for the three months ended June 30, 2026 to be within the ranges set forth below, the review of our financial statements for the three months ended June 30, 2026 has not been

completed. During the preparation of our financial statements and the completion of the review for the three months ended June 30, 2026, additional adjustments to the preliminary estimated financial information presented below may be identified and could lead to our actual financial results materially differing from those presented below. These additional adjustments may arise from the completion of our closing procedures or other developments after the date of this prospectus. The preliminary financial data included in this Form S-1 has been prepared by, and is the responsibility of, Holtec’s management. KPMG LLP has not audited, reviewed, compiled or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. See “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.

Based upon such preliminary estimated financial results, we expect revenues, gross operating profit, net income and EBITDA for the three months ended June 30, 2026 to be within the ranges set out in the following table:

Preliminary Estimated
Results For the
Three Months Ended
June 30, 2026

Preliminary Estimated
Pro Forma (a) For the
Three Months Ended
June 30, 2026

Dollars in thousands

Low

High

Low

High

U.S. GAAP Financial Measures:

Revenues

Gross operating profit

Net income

Non-GAAP Financial Measures:

EBITDA

(a)

The preliminary estimated pro forma financial information for the three months ended June 30, 2026 includes adjustments to reflect the effects of the NAMCO restructuring, which increased revenue by $ million, gross operating profit by $ million, net income by $ million and EBITDA by $ million. The pro forma amounts are intended to reflect our expected continuing operations following completion of the restructuring transactions and may not be indicative of future results. See Unaudited Pro Forma Condensed Combined Financial Information.

For the three months ended June 30, 2026, we estimate that our revenues will be between $ million and $ million, as compared to our revenues of $165.3 million for the three months ended March 31, 2026. The estimated of $ million, or % is primarily due to . For the three months ended June 30, 2026, we estimate that our net income will be between $ and $ , as compared to our net income of $17.8 million for the three months ended March 31, 2026. The estimated of $ million, or % is primarily due to . Finally, we estimate EBITDA to be between $ and $ for the three months ended June 30, 2026, as compared to EBITDA of $40.7 million for the three months ended March 31, 2026. The estimated of $ million, or % is primarily due to .

The following table sets forth a reconciliation of net income to EBITDA and EBITDA Margin for the three months ended June 30, 2026. See “—Non-GAAP financial measures—EBITDA and EBITDA Margin” for a discussion on how we define and calculate EBITDA and EBITDA Margin and a discussion of why we believe the metrics are important.

Preliminary Estimated
Results For the
Three Months Ended
June 30, 2026

Preliminary Estimated
Pro Forma (a) For the
Three Months Ended
June 30, 2026

Dollars in thousands

Low

High

Low

High

Net income

Income taxes

Depreciation and amortization

EBITDA

Net income margin

EBITDA Margin

RISK FACTORS

Investing in our Class A common stock involves risks. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial individually or in the aggregate may also impair our business operations. We urge you to carefully consider the information in this prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements” and the following risks before making an investment decision. If any of these risks were to materialize, our business, financial condition, results of operations and future prospects could be materially adversely affected. The trading price of our Class A common stock could consequently decline due to any of these risks, and you may lose all or part of your investment. For a summary of these risks, see “Prospectus Summary—Summary of our risk factors.”

Risks related to our business

Our future revenue growth will be dependent on an increase in demand for nuclear energy in the United States and internationally.

Our revenues are substantially dependent on nuclear industry activity and customer spending on the development, construction, servicing and support of nuclear generation, nuclear fuel storage and related infrastructure projects. Demand for our products and services offered by our different business units depends, to varying degrees, on the willingness and ability of our customers, which are primarily large public companies and governments, to commit capital to new nuclear projects such as reactor restarts, life-extension programs, power upgrades, procurement of SMRs, nuclear fuel storage solutions and decommissioning activities. The pace, scale and timing of these activities are determined by our customers and other market participants and are influenced by factors outside of our control.

In recent years, nuclear development activity has increased materially, driven in part by policy initiatives, decarbonization objectives and sharply rising expectations for electricity demand associated with data centers, electrification of the transportation industry, AI and high-performance computing. As a result, a significant number of nuclear-related projects have been announced or proposed or are under active consideration. Many of these projects are premised on assumptions regarding future electricity demand, utilization levels and long-term market conditions that may not be fully realized, if at all.

Demand for our products and services is substantially dependent on capital spending by our customers. These expenditures are influenced by numerous factors, some of which may be outside our or our customers’ control. Such factors include, but are not limited to, our customers’ overall financial condition, access to and cost of capital, expected returns on investment, competing capital allocation priorities and their views regarding future electricity demand and power market conditions. For example, if data center and AI infrastructure is built at levels that significantly exceed actual end-user demand, or if demand develops more slowly than anticipated, customers may reassess their investment plans and delay, reduce or cancel capital spending on nuclear projects, including projects that are at early stages of evaluation or development.

In addition, changes in energy markets, power generation technologies, regulatory environments or public perception of nuclear energy, as well as the availability and relative cost of alternative sources of power generation, could affect customer decisions regarding the continued operation of existing nuclear facilities, the pursuit of new nuclear projects, and the timing and scope of retirements and decommissioning programs. Because nuclear projects and decommissioning programs typically involve significant capital commitments and lengthy development or execution timelines, a reassessment of demand forecasts, capital availability or expected returns could result in delays, reductions in scope or cancellations.

Any significant slowdown, deferral or contraction in nuclear industry activity, including one driven by overcapacity in data center infrastructure or a pullback in investment related to AI, a reversion to fossil-fuel-powered transport and industrial sectors or the commercialization of alternative energy sources such as fusion

or geothermal energy through hydraulic fracturing technology, could lead to reduced demand for our products and services, lower project volumes, reduced backlog, lower utilization of our engineering and manufacturing resources and potential project cancellations. As a result, our revenues, results of operations, cash flows and financial condition could be materially adversely affected.

We, our partners and our customers operate in a politically sensitive environment, and negative public and political perceptions of nuclear energy and radioactive materials and their safety, including as a result of accidents or catastrophic events related to nuclear energy and radioactive materials, could materially and adversely affect us, our customers and the markets in which we operate.

Our business is dependent, in part, upon public and political support for nuclear power in the United States and other countries. Any significant incident affecting a nuclear energy facility could materially damage public perception of nuclear power. In the past, adverse public reaction to such incidents (for example, incidents involving the Fukushima Daiichi nuclear power plant in Japan and earlier incidents at Three Mile Island and Chernobyl) led to increased public and regulatory scrutiny, which contributed to prolonged licensing and construction timelines and, in some cases, the delay or shutdown of operating facilities.

The risks associated with uses of radioactive materials in our nuclear facilities and those of our customers, and the public perception of those risks, can directly and indirectly affect our business and the business of our customers. These risks are heightened by the potential for catastrophic consequences and the long half-life of nuclear waste, which generally leads to disproportionately high levels of public concern compared to the probability of such events. In addition, journalists, trade press and other third parties, potentially including one or more of the agencies with regulatory jurisdiction over us, may publish statements that negatively affect the public or political perception of us. We may also face adverse public or political perception due to a variety of environmental and social factors, which could increase as relevant standards continue to evolve. Stakeholder and policymaker expectations on such matters are not uniform, and any failure to successfully navigate such expectations may result in various adverse impacts. This includes potential pressure from ESG investors, who may divest from or decline to invest in nuclear-related businesses due to concerns over waste, security and the long-term impact on local communities, thereby restricting our access to capital. In addition, opposition by third parties can delay or prevent the licensing and construction of new nuclear facilities or the restart of existing nuclear facilities, result in increased regulatory requirements and costs or increase the likelihood that our operations are subject to liabilities or adverse claims. For example, certain advocacy groups filed a lawsuit against us and the NRC in November 2025 in an effort to enjoin the restart of our Palisades plant, alleging that the NRC’s issuance of the exemption permitting the facility to restart violates the Administrative Procedure Act. These allegations are virtually identical to those made by the same advocacy groups in an unrelated NRC proceeding that resulted in the NRC Atomic Safety and Licensing Board Panel rejecting their challenge to the exemption. We intend to vigorously defend the November 2025 lawsuit and any others should they arise, but defending such lawsuit could be time-consuming, divert management’s attention and resources from the operation of our business, cause us significant reputational harm or result in significant expenses or liability, even if such claims are ultimately resolved in our favor.

In the past, adverse public reaction, increased regulatory scrutiny and related litigation contributed to extended licensing and construction periods for nuclear power plants, sometimes severely delaying construction schedules, or even shutting down operations at already-constructed nuclear power facilities. Currently, public support for nuclear power is influenced by its role as a source of carbon-free baseload electricity and growing concerns regarding climate change associated with fossil fuels. Public opinion regarding nuclear energy, however, has historically fluctuated and remains subject to change. Future shifts in public sentiment, whether driven by political, environmental, safety-related or other factors, could result in increased opposition to nuclear power, which could adversely affect regulatory policies, licensing, operations and the overall demand for nuclear energy. Any of these effects could materially and adversely affect our business, financial condition, results of operations and future prospects.

Our nuclear power plants, manufacturing facilities and other operational and work sites expose employees, contractors and other persons to potentially hazardous environments and materials and, as such, require personnel to be extensively trained and workplaces to be maintained in accordance with NRC and OSHA regulations. Any failure to maintain a safety-conscious work environment or the failure of our personnel to observe such rules and regulations could result in damage to or loss of property, bodily injury or loss of life, the loss of projects or customers and possible exposure to litigation.

Our nuclear power plants, manufacturing facilities that we operate or utilize and other operational and work sites often put our employees, contractors and other persons in close proximity with mechanized equipment, heavy load handling, moving vehicles, manufacturing processes and other potentially hazardous conditions. If we fail to implement effective safety procedures or if such procedures are not observed, our employees, contractors and other persons near our nuclear power plants, manufacturing facilities and other operational and other work sites may suffer serious bodily injury or loss of life. In addition to the direct harm caused by accidents, incidents at our work sites could result in long-term health consequences for workers, particularly those exposed to radiation or toxic chemicals. While we utilize robotics in our operations and strive to maintain comprehensive safety protocols, incidents may still occur, particularly in our frequent heavy-load handling activities. As a result, our failure to maintain adequate safety standards and equipment could result in reduced profitability, harm to our reputation or the loss of projects or customers. Moreover, regulatory fines or penalties could be imposed for noncompliance with workplace safety standards, and we could face reputational damage that undermines stakeholder confidence in our ability to manage potentially hazardous environments. Failure to comply with safety regulations could also delay project timelines, increase insurance premiums and disrupt operations, which may adversely affect our ability to secure new projects or renew existing contracts. Any of these risks could have an adverse impact on our business, financial condition, results of operations and future prospects.

Disruptions or temporary shutdowns at any of the manufacturing facilities that we operate or utilize could materially and adversely affect our business.

We conduct manufacturing operations at three manufacturing facilities in the production of our spent nuclear fuel casks, heat transfer systems and other nuclear components. A disruption or temporary shutdown at any of our facilities, whether due to a catastrophic event, such as a fire, explosion, natural disaster, equipment malfunction, industrial accident, cyber incident or other cause, could impair our ability to manufacture and deliver our products in a timely manner. In the event of a significant disruption at any facility, that facility could be unavailable for a period of time due to damage, remediation, regulatory review, staffing constraints or other operational or compliance-related requirements. Even a temporary shutdown could place strain on our overall manufacturing capacity, limit our ability to meet customer commitments, and delay or prevent fulfillment of existing or future orders. Although in such event we may seek to shift production to other areas in such facility or other facilities owned or leased by us or third-party manufacturers, such alternatives may not be immediately available and may require additional time, expense and regulatory or customer qualification under applicable nuclear quality, safety and licensing requirements. In addition, alternative facilities or third-party manufacturers may not be capable of producing products at required volumes, specifications or timelines. Any disruption or temporary shutdown at one or more of our manufacturing facilities, particularly if prolonged or occurring at multiple facilities simultaneously, could adversely affect our revenues, customer relationships, competitive position and results of operations.

Our reliance on third-party suppliers, subcontractors, service providers and commodity markets to secure raw materials, parts, components and sub-systems used in our products exposes us to volatility in the prices and availability of these materials, parts, components, systems and services. As our supply chain extends into many

different countries and regions of the world, including many developing economies, we are also subject to global economic and geopolitical dynamics, including tariffs and risks associated with exporting or importing components and raw materials for completing the construction or incorporation process in other countries. For example, we have in the past, and may in the future, file claims with the U.S. Court of International Trade seeking refunds of certain tariffs, which refunds would be contingent upon a favorable judicial determination. While our products are currently, and are expected to continue to be in the future, principally manufactured in the United States at three manufacturing facilities that we operate, the increasing use of trade restrictions, such as export controls and import tariffs, by major global powers on critical technologies and materials may adversely affect our ability to maintain cost-effective and timely production.

With respect to certain of our products, we may face supply chain disruptions, inflationary pressures, shortages of skilled labor, transportation and logistics challenges and manufacturing disruptions that could impact our revenues, profitability, cash flow and timeliness in fulfilling customer orders. To manage the impact of supply chain disruptions and inflationary pressures, we have sought, and may continue to seek, to negotiate long-term agreements with suppliers, develop relationships with alternative suppliers, drive productivity initiatives in our manufacturing operations, provide training to our employees, develop alternate transportation routes, modes and providers and share rising costs with our customers. While in the past these measures have mitigated some of the past impact of supply chain pressures, there is no guarantee that such measures will similarly mitigate any such pressures in the future. We also expect that such pressures across our businesses will continue and as such, may adversely affect our operations and financial performance. In addition, while we seek to have at least two qualified suppliers for each of our components, commodities and raw materials, it is possible that the supply of certain critical materials or rare earth minerals could become restricted or entirely unavailable in the global market. We have in the past experienced, and may in the future experience, disruptions related to availability of components, commodities and raw materials sourced from limited source suppliers, but the impact to our operations and financial results of such disruptions has not been material to date.

Furthermore, disruptions in deliveries, capacity constraints, production disruptions up- or down-stream, price increases, cyber-related attacks or decreased availability of components, commodities or raw materials, including as a result of war, natural disasters, actual or threatened public health emergencies, increased tariffs or import or export restrictions or other business continuity events, could adversely affect our operations and, depending on the length and severity of the disruption, could limit our ability to manufacture products on a timely basis and could harm our financial results. Additionally, nonperformance or underperformance by third-party suppliers could materially impact our ability to perform obligations to our customers. Although our contracts generally include force majeure provisions intended to mitigate the impact of certain disruptive events, such provisions may not fully protect us from all adverse consequences, and the events giving rise to force majeure claims could still have a material adverse effect on our business, financial condition, results of operations and future prospects.

While historically our decommissioning costs have been below the amounts available in the applicable NDT funds and DOE reimbursements, there can be no assurance that future decommissioning projects will not incur costs in excess of available NDT funds or DOE reimbursements. Prior to the completion of the NAMCO Restructuring, any such cost overruns could adversely affect our financial condition and results of operations. Following the completion of NAMCO Restructuring Phase II, DEAMCO or one of its affiliates will be responsible for seeking reimbursements from the DOE and for any NDT shortfall with respect to the DEAMCO Facility Entities.

Prior to the completion of the NAMCO Restructuring, we will maintain significant balances of NDT funds and retain responsibility for managing such funds. NDT funds are restricted assets established for the primary purpose of funding nuclear decommissioning activities. These funds are used to pay decommissioning and spent fuel management costs incurred in connection with nuclear decommissioning operations. However, the amounts held in NDTs are finite, and there can be no assurance that available trust fund balances will be

sufficient to cover the total costs of decommissioning and spent fuel management. To the extent such costs exceed available NDT funds, we would be required to fund the shortfall from other sources.

In addition, our ability to recover spent fuel management costs from the DOE varies by site and depends on the applicable reimbursement framework. As part of the acquisition of the Oyster Creek Nuclear Generating Station, we were assigned rights under a settlement agreement with the DOE pursuant to which we are eligible to submit certain spent fuel management costs for reimbursement. Our remaining decommissioning sites are not covered by DOE settlement agreements, and, as long as the DOE has not fulfilled its obligations under the standard contract required by federal law for the removal and disposal of spent nuclear fuel (the “Standard Contract”), we intend to seek reimbursement of those costs through litigation for partial breach of the Standard Contract. We are currently pursuing litigation against the DOE in respect of such costs at several of our sites. See Note 18—“Legal” of our audited consolidated financial statements included elsewhere in this prospectus. While the government’s liability for partial breach of the Standard Contract has been established, there can be no assurance that we will be awarded the entirety of our damages claim in any such litigation or that such reimbursement or other remedies awarded to us will be sufficient to offset the spent fuel management costs that we have incurred.

Following the completion of NAMCO Restructuring Phase II, we expect that DEAMCO or one of its affiliates would be responsible for seeking reimbursements from the DOE and for any NDT shortfall with respect to the DEAMCO Facility Entities.

Prior to the completion of the NAMCO Restructuring, if NDT funds are insufficient to cover decommissioning and spent fuel management costs, or if DOE reimbursement is delayed, reduced or not obtained, whether under the Oyster Creek settlement agreement or through litigation, we will be required to fund such costs from other sources, which could adversely affect our liquidity, increase financing costs, reduce financial flexibility and negatively impact our results of operations.

Market volatility, investment performance, changes in interest rates or other factors could reduce the value of our NDT funds. To the extent that the value of the NDT funds is insufficient to cover decommissioning obligations as they come due, we would be required to provide additional funding from treasury funds, unless decommissioning activities can be deferred or otherwise restructured, which may not always be feasible.

Following the completion of NAMCO Restructuring Phase II, DEAMCO or one of its affiliates will be responsible for managing and bearing the economic risk of the NDT funds with respect to the DEAMCO Facility Entities.

NDT funds are held in tax-advantaged trusts established to accumulate assets to fund the substantial costs associated with the safe dismantling and decommissioning of nuclear facilities at the end of their operating lives. We currently manage certain NDT funds in connection with our decommissioning business and, in the future, will be required to establish and fund NDTs for nuclear reactors for which we hold licenses, including Palisades. The amounts required to be contributed to our NDTs are determined by federal regulation, primarily based on site-specific decommissioning cost estimates and projected long-term rates of return on the trusts’ underlying investments. The assets held in our NDTs are subject to market risks, including volatility in the capital markets, changes in interest rates, inflation and other economic conditions. Disruptions in the capital markets, adverse investment performance or sustained periods of lower-than-expected returns could reduce the value of the investments held in our NDTs relative to projected levels. We have significant decommissioning obligations and hold substantial assets in these trusts to meet those obligations. The actual returns on NDT investments, however, are uncertain and may fall below the assumptions used in determining required funding levels. In addition, changes in interest rates may affect both investment performance and the estimated present value of decommissioning liabilities. Furthermore, the discovery of previously unknown environmental conditions, changes in regulatory requirements or other factors could cause decommissioning costs to be materially higher than we currently anticipate, which could accelerate the depletion of NDT investments. Historically, our decommissioning costs have been below the available NDT funds and DOE reimbursements, and we have never had to use treasury funds to address an NDT fund shortfall. If, however, the market value of

our NDT fund investments declines, investment returns are lower than expected, or estimated decommissioning costs increase, we may be required to make additional contributions to our NDT funds from our own resources. Any such additional funding requirements could adversely affect our liquidity, financial condition, results of operations and future prospects. Following the completion of NAMCO Restructuring Phase II, we expect that DEAMCO or one of its affiliates would be responsible for managing and bearing the economic risk of the NDT funds with respect to the DEAMCO Facility Entities. Please refer to Note 10—“Asset Retirement Obligations” of our audited consolidated financial statements included elsewhere in this prospectus.

Completion of NAMCO Restructuring Phase II remains subject to NRC and certain other regulatory approvals.

Pursuant to NAMCO Restructuring Phase I, which was completed prior to the closing of this offering, we transferred certain decommissioning sites and related liabilities to DEAMCO, a subsidiary of Holtec Holdings. This restructuring is intended to reduce our exposure to market fluctuations in the NDTs and uncertainties regarding decommissioning-related costs by transferring the responsibility for managing the NDTs and remaining decommissioning work to a separate entity, while preserving our ability to generate decommissioning services revenue through HDI pursuant to operator services agreements with DEAMCO and its subsidiaries on arm’s-length commercial terms following the completion of NAMCO Restructuring Phase II. NAMCO Restructuring Phase II may not be completed prior to the closing of this offering and remains subject to NRC review processes, including an NRC license transfer approval, that may be denied by the NRC or may be lengthy, uncertain or involve the imposition of conditions or requirements that could be burdensome or inconsistent with our intended structure. If the NRC denies approval or requires modifications to the proposed transactions, we may be required to revise the terms of NAMCO Restructuring Phase II, delay implementation of NAMCO Restructuring Phase II or revert to existing ownership and operational arrangements, including continued ownership of certain decommissioning assets and liabilities by us or our affiliates. Though we expect the NRC to approve the license transfer required for NAMCO Restructuring Phase II since the NRC has approved similar license transfer applications previously and the ultimate support obligations will continue to reside with the Legacy Stockholders, we cannot provide assurance that we will receive NRC and certain other regulatory approvals required to complete NAMCO Restructuring Phase II at all or on the timeline that we currently anticipate. Any such outcome could prevent us from achieving the intended separation of decommissioning-related exposures from our other business operations, increase our ongoing exposure to decommissioning-related cost uncertainties, and result in changes to our organizational structure and financial reporting.

Holtec International currently provides parent company guarantees and other financial support arrangements with respect to certain obligations of the DEAMCO Facility Entities. Holtec International and DEAMCO have entered into a Control and Support Agreement, pursuant to which such existing parent company guarantees and financial support arrangements will continue in effect through the completion of NAMCO Restructuring Phase II. Upon the effectiveness of NAMCO Restructuring Phase II, the Control and Support Agreement will terminate and DEAMCO will concurrently provide analogous financial support arrangements directly to the DEAMCO Facility Entities, which would remain in effect going forward. There can be no assurance that NAMCO Restructuring Phase II will be completed or that such replacement financial support arrangements will be put in place on terms consistent with our current expectations. To the extent NAMCO Restructuring Phase II is delayed or not completed, the existing guarantees and other financial support arrangements will remain outstanding and binding on us for an indeterminate period thereafter, and we will continue to be subject to material obligations and liabilities with respect to the DEAMCO Facilities Entities, including obligations arising under the settlement agreements, NDT funding requirements and other arrangements.

We have not yet entered into arm’s length operator services agreements governing the decommissioning services we expect to provide to the DEAMCO Facility Entities following the completion of NAMCO Restructuring Phase II, and there can be no assurance that such agreements will be entered into on terms favorable to us or at all.

Currently, HDI provides decommissioning services to the DEAMCO Facility Entities pursuant to existing intracompany arrangements. Pursuant to NAMCO Restructuring Phase I, which was completed prior to the

closing of this offering, these entities were transferred from NAMCO to DEAMCO. These existing service arrangements will remain in place through the completion of NAMCO Restructuring Phase II. Upon effectiveness of NAMCO Restructuring Phase II, which remains subject to NRC and certain other regulatory approvals and may not be completed prior to the closing of this offering, we plan to enter into one or more agreements between HDI and the DEAMCO Facility Entities on arm’s-length commercial terms. Pursuant to such agreements, we anticipate continuing to provide decommissioning services to such entities at levels substantially consistent with those provided prior to this offering and in line with our current decommissioning plans for these sites. However, as of the date of this prospectus, we have not entered into any definitive agreements governing the terms, scope, pricing or duration of such arm’s length services.

Because these arrangements remain subject to negotiation with the DEAMCO Facility Entities, which, in turn, are expected to be managed by DEAMCO and its independent fiduciary manager with exclusive authority over enumerated decommissioning-related decisions, there can be no assurance that we will reach agreement on terms acceptable to us or at all. The DEAMCO Facility Entities may have interests that diverge from ours, may seek pricing, service levels or contractual terms that are less favorable than those we currently contemplate, or may elect to source services from third parties rather than from us. In addition, negotiations may be protracted or may not result in an entry into a definitive agreement. If we are unable to enter into a services agreement on satisfactory terms, or if the scope or pricing of services ultimately agreed upon differs materially from our current expectations, our revenue, results of operations and financial condition could be adversely affected.

Furthermore, even if a services agreement is executed, there can be no assurance that it will replicate the operational and economic characteristics of the arrangements in place prior to the NAMCO Restructuring. The transition from an intracompany service model to an arm’s-length contractual relationship introduces execution risk, including the potential for service disruptions, increased administrative burden and disputes regarding performance obligations. The DEAMCO Facility Entities’ independent fiduciary manager may also seek to renegotiate or terminate any such agreement following its execution, particularly if it determines that alternative arrangements would better serve the interests of the DEAMCO Facility Entities.

Prospective investors should not assume that our historical or pro forma financial results included elsewhere in this prospectus are indicative of our future performance following the planned deconsolidation and any associated changes to our service arrangements.

Accidents and other unforeseen problems at nuclear reactors have occurred both in the United States and abroad. The consequences of a major incident could be significant, including loss of life, human health impacts, damage to or loss of property and environmental damage. Because we expect the Palisades plant to predominantly comprise our nuclear generation capacity in the near- and medium-term, any adverse development in the restart of the Palisades plant or its operations once restarted, such as material adverse developments in litigation and proceedings challenging various aspects of the restart process, delays in achieving commercial operation, unplanned outages or a catastrophic event, could have an adverse effect on our business. While we have implemented a three-tiered risk management model for enterprise, work management and personnel risk designed to ensure compliance in all material respects with rigorous nuclear standards, not all risks related to nuclear generation can be mitigated and some risks are out of our control. The risks and uncertainties associated with owning and operating nuclear generation facilities, among other things, include:

•

delays in achieving commercial operation, impairment of reactor operation and safety systems, unscheduled outages or unexpected costs due to equipment, mechanical, structural or other problems, inadequacy or lapses in maintenance protocols, human error or force majeure;

•

the limited supply chain, domestically and globally, for nuclear-grade replacement parts, especially NQA-1 compliant Safety-Related Structures, Systems and Components as required by the NRC;

•

costs and liabilities relating to the procurement, safeguarding, packaging, storage, handling, treatment, transport, release, use and disposal of nuclear fuel and other radioactive materials, including the costs of storing and maintaining SNF at our on-site dry cask storage facilities or ISFSI;

•

potential impacts of natural disasters, terrorist or other attacks, cyber-related attacks or other unforeseen events, and the costs of preventing, preparing for and responding to any such events;

•

limitations on the amounts and types of insurance coverage commercially available;

•

reduced water availability to nuclear facilities for cooling and operations;

•

the technological and financial aspects of modifying or decommissioning nuclear facilities at the end of their useful lives;

•

the receipt of a poor INPO rating at our Palisades plant or any other similar facility that we may own and operate in the future;

•

extensive regulation and permitting obligations associated with ownership and operation of a nuclear facility;

•

potential impairments to the carrying value of our property, plant and equipment due to prolonged economic downturn, decreases in the market price of an asset, significant changes to market conditions or regulatory environments or other reasons; and

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uncertainties surrounding public perception of nuclear generation, as well as the potential for a serious incident at the Palisades plant or another nuclear facility, which could adversely affect the demand for nuclear power and could lead to increased regulation of the nuclear power industry.

In addition, the costs associated with the nuclear fuel cycle are substantial, and suppliers of certain components and other materials required to produce nuclear fuel are limited. The nuclear fuel cycle may be disrupted for a number of reasons, including international conflict, embargoes, sanctions or deterioration of relations with allies that currently provide enrichment services. Any disruption to the availability of these components and other materials, whether temporary or long-term, could cause unplanned outages and have a significant impact on the cost of nuclear fuel or otherwise impact our ability to profitably operate the Palisades plant.

Furthermore, NRC regulations require that licensees of nuclear generating facilities demonstrate reasonable assurance that funds will be available in certain minimum amounts at the end of the life of the facility to decommission the facility. Actual costs to decommission the Palisades plant at the end of its operating life may substantially exceed our estimates as a result of changes in the approach and timing of decommissioning activities, changes in decommissioning costs, changes in federal or state regulatory requirements, other changes in our estimates or our ability to effectively execute on planned decommissioning activities. Our business, financial condition, results of operations and future prospects could be materially and adversely affected if any of these financial or operating risks related to our ownership and operation of the Palisades plant and any future nuclear power plants were to occur.

Nuclear power plants require periodic planned outages to perform maintenance and repair activities, which are typically scheduled during seasonal non-peak demand periods to minimize their financial impacts to our business. Nuclear power plants, however, may also experience unplanned outages, periods of reduced output or other interruptions due to a number of factors, including but not limited to equipment failures, accidents, fuel supply disruptions, acts of nature, environmental incidents, security or information technology breaches, labor disputes, intentional attacks, obsolescence or below-expected performance. Any unexpected failure, including those associated with breakdowns or forced or unforced outages, could result in reduced profitability, including

from reduced energy margin, costs to cover power at then-current market prices to satisfy our commitments and additional repair and ongoing maintenance costs. In addition, significant operational disruptions at our plants could impair our ability to meet our obligations under long-term power supply contracts. Any prolonged service interruption at our Palisades plant or future nuclear power plants could harm our reputation and have a material and adverse effect on our business, financial condition, results of operations and future prospects.

Our existing PPAs include, and we expect future PPAs to include, terms that are intended to protect against counterparty underperformance or nonperformance, but there is no guarantee that we can prevent all counterparty risks under our PPAs. Counterparties might have the right to terminate or renegotiate these contracts based on a number of factors that will be specified on an agreement-by-agreement basis. These factors could include, but are not limited to, failure to achieve guaranteed operational dates, failure to meet certain performance metrics (such as capacity factor or availability) or the occurrence of specific regulatory or legislative changes that materially alter the economic viability of the project for the customer. Given the risk that a customer might void, or attempt to renegotiate, a PPA, we might not fully realize the anticipated benefits under our PPAs. In addition, with respect to our SMR-300 deployments, we may cancel licensing and procurement efforts, losing our investment to that point, or we may be forced to find substitute customers, which may not ultimately purchase energy on as favorable of terms, reducing the expected revenue of the deployment. Attracting new customers could be time-consuming, and there is no guarantee that we will be able to secure new PPAs on terms that are as favorable as the original agreements. Furthermore, fluctuations in the price of nuclear fuel and other energy sources could impact the viability of our PPAs, especially if the contract prices are fixed or based on long-term projections. Rapid unfavorable changes in the energy markets might render our pricing less competitive or less profitable.

On the other hand, if we were to fail to deliver power at the contractually agreed amounts under our PPAs, we could be subject to penalties or early termination under the PPA as well as negative publicity and loss of confidence by existing and prospective customers. Such penalties may adversely impact our profitability and financial stability. For example, our existing PPAs for the Palisades site require the site to be in-service by March 2027. If the site is not in-service by that date, we and our counterparties each have the right to terminate the applicable PPA. If a counterparty terminates its PPA on this basis, we would be required to pay that counterparty a portion of an aggregate $100 million termination payment, allocated between the two PPA counterparties based on their respective percentages of contracted power. Additionally, such penalties might lead to cash flow reductions as our financial resources are diverted to remediate. Reduced cash flow may inhibit our ability to invest in growth opportunities or fund operational expenses, among other financial impacts. Incurring penalties might also harm our reputation in the market, and may put us at a competitive disadvantage to our competitors.

We could be subject to indirect risks related to our off-takers’ failure to maintain grid connections necessary for the transmission and distribution of electricity generated by our Palisades plant and future nuclear power plants.

The ability to interconnect to or access transmission service to a power grid is essential to the commercialization of nuclear power generation. Factors beyond our control, such as regulatory constraints, permitting restrictions and delays or system failures, could impair our off-taker’s ability to maintain connection to the power grid and, as a result, delay or prevent the transmission and distribution of electricity from our Palisades plant and any other future nuclear power plants that we or our customers may operate. We have entered into PPAs with Wolverine Power Cooperative and Hoosier Energy that contractually obligate Wolverine Power Cooperative and Hoosier Energy to off-take power from our Palisades plant and deliver the generated electricity to their customers. If, however, the power transmission system in the region was to break down, then

we could be unfavorably impacted. In severe circumstances, the full transmission and dispatch output of electricity may be curtailed as a result of various grid constraints, such as grid congestion, restrictions on transmission capacity of the grid and restrictions on electricity dispatch during certain periods. Additionally, electricity transmission lines may experience unplanned outages due to system failures, accidents and severe weather conditions, or planned outages due to repair and maintenance, construction work and other reasons beyond our control. If this were to occur, our off-takers’ performance under our PPAs could be affected, which in turn could adversely impact our revenues or require us to find alternative off-take. In addition, some of our future SMR-300s may rely on interconnections to transmission and distribution facilities owned and operated by third parties, meaning that those specific deployments are exposed to interconnection and transmission facility development and curtailment risks. While we own the land and interconnection breakers for our Palisades plant and expect our contractual arrangements to include fixed-price arrangements and minimum off-take amounts to help reduce the risk of curtailment, these curtailment risks could impede delivery of our electricity and reduce our ability to fully capitalize on the potential of those specific deployments. Power grid capacity constraints and any breakdown of the transmission, distribution and connection infrastructure downstream of our Palisades plant and any other nuclear power plant that we may own and operate in the future could limit our off-takers’ ability to maintain grid connections, and could exacerbate the risks to our business, particularly as the power grid becomes increasingly strained in order to integrate new, non-fossil fuel generation sources, including large nuclear power plants and fleets of smaller reactors and dispersed renewable energy sources.

Our SMR-300 will utilize novel applications of existing technologies that have not been deployed at scale yet, and we may face commercial challenges in bringing this technology to market.

The design, construction, deployment and operation of SMR power plants is a new and emerging industry. There can be no assurance that we will not experience commercial challenges during our deployment of Pioneer One, Pioneer Two and subsequent SMR-300 deployments. While our SMR-300 is grounded on the proven light water reactor technology, the promise of the SMR to deliver power at a competitive price is not yet proven. While we believe that the many innovations that we have embedded in our SMR-300 technology will enable us to realize the commercial targets, such an outcome will depend in part on obtaining required licenses and other permits and authorizations from the NRC and other regulatory agencies, as discussed below, and other factors that may be beyond our control. Any failures or setbacks, particularly on our first commercial deployments, could harm our reputation and have an adverse effect on our SMR business. Such issues could result in delaying or canceling planned deployments of SMR-300s or other adverse systemic consequences.

While we expect that the development of our SMR-300 fleet will be actively managed through design reviews, prototyping, involvement of external partners and application of industry lessons, it is possible that latent manufacturing and construction issues may not be identified early enough to avoid negative effects on production, fabrication, construction or ultimate performance of our SMR-300. Where these issues arise at such later stages of deployment, plant deployment could be subject to greater costs or be significantly delayed, which could adversely affect our business. These risks are exacerbated given the novel nature of our technology and our limited experience in manufacturing similar products.

While our SMR-300 will utilize existing technologies, the application thereof and the utilization of PPAs by independent developers for SMR power plants is relatively new. As a result, our SMR business faces certain risks and challenges due to the novelty of the business model. The absence of prior experiences may introduce uncertainties that could impact our projections and subsequent performance with respect to our SMR business. Additionally, the novelty of the application of this technology and the related business strategy, or the perception thereof, might lead to higher perceived risks or higher uncertainty risk assessments that might increase the potential for cost overruns and delays of deployment.

Additionally, as a result of the evolving demand for SMR technology and the potential development of other SMR technologies that may prove more efficient or effective for our intended use cases, our ability to forecast our

future results of our SMR business and plan for and model future growth of our SMR business is limited and subject to a number of uncertainties. Given the novel nature of our SMR technology, there can be no assurance that our internal estimates relating to the size of our total addressable market with respect to nuclear generation and our SMR-300 will be correct, and our expectations with respect to our total potential addressable market may differ from those of third parties. Accordingly, we may be unable to prepare accurate internal financial forecasts with respect to our SMR business or replace anticipated revenue that we do not receive as a result of delays, changed circumstances or changed market conditions arising from these factors, and such factors could have an adverse effect on our business, financial condition, results of operations and future prospects.

Our business plan to construct, deliver and, in some cases, operate our SMR-300s is subject to receiving all necessary regulatory approvals and reaching binding agreements with potential customers to take delivery of, or to off-take the nuclear power generated by, our SMR-300s. On December 31, 2025, we submitted Part I of our construction permit application for Pioneer One, with a request that the NRC review our application within 12 months. Recent federal developments in NRC licensing have proposed deadlines for review of new license applications, but there is no assurance that the NRC will meet these new review deadlines or our requested review timelines. In the future, we will need to submit additional construction permit applications with the NRC, including Part II of our construction permit application for Pioneer One, in order to deploy our fleet of SMRs. There is no assurance that any construction permit or any other regulatory application will be approved, or approved in a timely manner, including as a result of recent personnel reductions in federal government and any future reductions. Any revisions necessary to address concerns the NRC may have, or additional regulatory requirements that may arise during the approval process, may affect the development and commercialization of our SMR fleet, which could have an adverse effect on our SMR business and financial condition. This uncertainty may also hinder our ability to secure necessary financing or enter into binding agreements with customers, further exacerbating the risks to our SMR business.

In addition, if we are unable to enter into definitive agreements with customers to take delivery of, or to off-take the nuclear power generated by, our SMR-300s, then our planned construction and operation of Pioneer One and Pioneer Two, and any future SMR-300s, could be significantly delayed. As of the date of this prospectus, we have entered into a binding Framework Agreement (as amended, the “Pioneer Framework Agreement”) that memorializes the parties’ intent to reach a definitive agreement for, and establishes certain milestones related to, the long-term off-take of nuclear power generated by our dual-unit SMR-300s, Pioneer One and Pioneer Two, once they are brought into operation. The Pioneer Framework Agreement provides a target date for us to enter into a PPA with this off-take customer by June 2026, subject to extension by the parties. If the counterparty to the Pioneer Framework Agreement were to breach its obligations under such agreement and we were unable to substitute an off-take party, our planned construction and operation of Pioneer One and Pioneer Two could be significantly delayed. Such delays would result in delays in generating revenues from our SMR business and could hinder our ability to gain market traction with other potential customers for our SMR-300s. Furthermore, given that we have not deployed any of our SMR-300s, we may face additional challenges in securing customers who may view the application of the SMR-300 technology as too novel or unproven. As of the date of this prospectus, we have carried out discussions with parties under NDAs and have entered into contingent, nonbinding MOUs for the exchange of technical and commercial information to help potential customers evaluate the potential purchase of an SMR-300. There is no guarantee that these discussions will result in any MOUs or definitive contracts. Additionally, the MOUs represent expressions of interest, but they are not legally enforceable and do not guarantee that any definitive contracts will be signed on terms favorable to us, or at all. If we are unable to convert these nonbinding MOUs into definitive, binding agreements or unable to obtain binding agreements with other customers, our current pipeline for the dual-unit SMR-300 plants may not be achieved and our business prospects and financial condition could be materially and adversely affected.

The amount of time and funding needed to bring our SMR-300 technology to market may exceed our expectations. Any shortfall in funding, uncertainty in regulatory licensing timelines or adverse public reaction to developments in the use of nuclear power by special interest groups, community groups and state and local government agencies leading to environmental litigation or other legal proceedings could result in significant delays and cost overruns and could adversely affect our ability to construct and operate our SMR-300s. The actual cost and time required to construct and deploy our SMR-300s at scale may vary significantly from our current forecasts depending on, among other things:

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the results of our research and product development efforts;

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changes in the focus and direction of our research and product development programs;

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competitive and technological advances;

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the cost of filing, prosecuting, defending and enforcing claims with respect to patents;

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the regulatory approval process;

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limitations and impediments to supply chains;

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adverse public reaction to the developments in the use of nuclear power;

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access to necessary funding; and

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other costs associated with commercialization of these technologies.

Accordingly, we may need to make significant adjustments to our SMR business plan or significantly delay, scale back or abandon the deployments of our SMR-300s. Any material change to the development and commercialization of our SMR business could impact our business prospects, financial condition, results of operations and cash flows by limiting our ability to pursue some of our other strategic objectives and by reducing the resources available to further develop our design, sales and manufacturing efforts.

Furthermore, the development of our SMR technology has required significant investments in research and development, and we expect our operating expenses and capital expenditures to increase materially over the next several years as we continue to refine and streamline our manufacturing processes for our SMR-300s, make technical improvements, hire additional employees, continue research and development efforts relating to new products and technologies and eventually commence deployment of our SMR-300s. For example, in order to fulfill SMR-300 deliveries, we may be required to build additional fabrication facilities or, alternatively, subcontract manufacturing to qualified third-party manufacturers. In order to meet increasing capital demands, we may seek to raise additional capital through private or public equity or debt financings or through other sources of financing. Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. If we raise additional capital through debt financing, we may be subject to covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our securities, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any additional capital that we raise may contain terms that are not favorable to us or our stockholders, or terms that are not commercially reasonable.

As a result, it is difficult for us to predict our future operating results with respect to our SMR business. These efforts may be more costly than we expect and may not result in increased revenue, profits or growth in our SMR business. Our business, financial condition, results of operations and future prospects could be negatively affected if we were unable to effectively manage our capital projects or raise the necessary capital.

Competitors of our SMR business are in various stages of development and commercialization of their SMR technology, and certain competitors in China and Russia currently operate low output commercial SMRs, which may disadvantage us in bringing our SMR technology to the international market.

Competitors of our SMR business are in various stages of development and commercialization of their SMR technology. In addition, competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries. Although the SMR designs of such competitors have not been approved in any jurisdiction outside of their local markets and produce limited power output, those competitors may have a competitive advantage if they can otherwise demonstrate to potential customers the value and benefits of their SMRs, particularly in jurisdictions that have less stringent regulatory requirements and do not have national security concerns working with such state-owned entities. In addition, these competitors may have access to greater government funding to develop, commercialize and deliver SMR projects. If our competitors are able to bring their SMR designs to our target markets before we are able to, we may be disadvantaged in achieving sufficient market share, including in developing SMR regions such as Africa and South Asia, which could have an adverse effect on our business, financial condition, results of operations and future prospects.

A significant portion of our future revenue is expected to be derived from the sale and deployment of energy technologies and services that are currently in a pre-deployment state, principally our SMR-300. If we are delayed in deploying these products to scale, or if we are unable to manage our growth effectively, our business, financial condition and results of operations could be adversely affected.

A substantial portion of our anticipated future revenue is dependent on the successful development, manufacturing, deployment and commercialization of our energy technologies that are not yet deployed at scale, principally our SMR-300 reactor and, to a lesser extent, the Holtec Green Boiler and HI-THERM HCSP. While each of these technologies is currently at a different stage of maturation, none of them has generated any significant revenue to us. Our ability to achieve our growth objectives and generate expected revenue will depend on our ability to successfully transition these technologies from prototypical stage or early-stage deployment to commercial operation. There can be no assurance that we will be able to do so on a timely basis, if at all.

The design, construction, deployment and operation of advanced energy technologies involve complex engineering, supply chain coordination and project execution. While these technologies may incorporate proven components or underlying technologies, their integration into commercial systems, the application of new deployment models and contracting structures, and the scaling of manufacturing, construction and installation processes present significant technical, operational, and execution risks. The limited history of large-scale or standardized deployment for certain of these technologies increases uncertainty with respect to cost estimates, construction timelines, operational performance and long-term reliability. As a result, our capital and operating cost estimates are inherently uncertain, highly sensitive to assumptions, and subject to significant variability as projects progress from early-stage design through construction and commissioning.

We may encounter manufacturing challenges as we seek to establish or expand fabrication, assembly and installation capabilities, qualify suppliers, secure critical components and comply with applicable quality assurance, safety and regulatory requirements. Certain manufacturing, construction or performance issues may not be identified until later stages of development, fabrication, installation or commissioning, at which point remediation may be more costly or time-consuming. In addition, our cost estimates may increase significantly as designs mature, supply chain availability is assessed, fabrication and installation costs are finalized or additional regulatory requirements are imposed. Inflationary pressures, labor availability, commodity price volatility and disruptions in global or regional supply chains may further increase our costs and limit our ability to control or manage expenses. Any such issues could result in cost overruns, delays in project completion, reduced efficiency or underperformance of our products, technologies, and assets.

In addition, we may face operational and commercial challenges in deploying these technologies, particularly in connection with initial or FOAK projects. These challenges may include site-specific constraints, permitting and interconnection delays, construction and commissioning risks, workforce availability, integration with existing energy infrastructure, and coordination with customers, off-takers and other counterparties. Capital and operating costs for the deployment of energy infrastructure are difficult to project and may vary significantly based on site conditions, customer off-take requirements, regulatory oversight, operating agreements and the availability and performance of key suppliers. Opportunities for cost reductions in subsequent deployments are uncertain and may not be realized within the expected time frame or magnitude. Failures or setbacks in connection with early deployments could adversely affect our reputation, lead to increased regulatory scrutiny, delay or cancel planned projects, or reduce customer confidence in our ability to deliver reliable and cost-effective energy solutions. In addition, our ability to commercialize these technologies is also subject to uncertainties related to market demand, customer adoption, pricing dynamics and competition. Demand for advanced energy technologies continues to evolve, and alternative technologies or competing solutions may emerge that are perceived as more efficient, economical or better suited to certain applications.

Further, we have developed proprietary web-based software applications supporting our business operations, including software related to manufacturing, logistics and inventory, procurement, engineering and design, project management and quality assurance. While we have provided limited access of this software to third parties and received positive feedback, we have not commercialized these applications at scale or generated significant third-party revenue. We intend to evaluate commercialization strategies, including licensing or sale to nuclear operators and other industrial enterprises, which would require additional investment for such software in development, marketing, IP protection, cybersecurity and regulatory compliance. There can be no assurance that we will successfully monetize these applications or generate significant revenues therefrom.

Furthermore, if our operations continue to grow, of which there can be no assurance, we will need to continue to expand our sales and marketing, research and development, engineering, commercial, strategy, permitting and licensing, products and services, manufacturing, supply and operations functions. These efforts will require us to invest significant financial and other resources. The expansion of our business may also require additional manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to scale the business as currently planned or within the planned time frame. These difficulties may divert the attention of management and key employees and impact financial and operational results.

If we are unable to successfully address these manufacturing, operational and commercial risks, or if the development and commercialization of our SMR-300, renewable energy power technologies or energy storage solutions, or software applications are delayed or fail to achieve anticipated levels of adoption, our business, financial condition, results of operations and future prospects could be materially and adversely affected.

The energy industry is subject to technological change, and the development, commercialization or broader adoption of emerging or disruptive technologies could materially and adversely affect our business, financial condition, results of operations and future prospects. In particular, advancements in nuclear fusion technology or developments in other fission technologies such as sodium-cooling or fuel recycling, if successfully commercialized at scale, could significantly alter the competitive landscape for baseload power generation and reduce demand for traditional nuclear generation technologies and their application, such as the application in our SMR-300. In addition, ongoing advancements in other power generation and energy technologies, including commercial and residential solar generation, wind generation, energy storage technologies such as batteries and fuel cells, advanced geothermal systems, carbon capture, utilization and sequestration technologies and improvements in natural gas-fired generation, are improving the cost-effectiveness and deployment of

alternative sources of electricity. These developments may enable increased customer self-supply of electricity, change customer consumption patterns or expand the supply of competing low-carbon or zero-carbon power. While recent improvements in the market outlook for competitive wholesale power generation have been driven in part by expectations of increased electricity demand from data centers, technology sector expansion, reshoring of manufacturing, electrification of industrial processes and other demand drivers, any rapid development of disruptive technologies and alternative energy sources could reduce demand for traditional nuclear technologies and their applications, including our SMR-300 technology.

These factors could make our Palisades plant or future SMR nuclear power plants less economically viable prior to the end of their expected useful lives. As a result, we may experience reduced operating revenues, increased capital expenditures, including expenditures related to research and development, potential asset impairment charges, and accelerated depreciation or increased decommissioning expenses over shortened remaining asset lives. Any of these outcomes could materially and adversely affect our business, financial condition, results of operations and future prospects.

We operate in multiple international markets, including regions that are subject to instability, such as Ukraine. For the three months ended March 31, 2026, revenue attributable to our services provided outside of the United States to non-U.S. customers was approximately 39% of our total revenue. There are risks inherent in doing business internationally, including:

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the ongoing war between Russia and Ukraine, which jeopardizes our operations in Ukraine and has caused the imposition by the United States and other nations of restrictive actions against Russia, Belarus and certain banks, companies and individuals;

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imposition of governmental controls, including restrictions on foreign investment, and changes in laws, regulations or policies in the countries where we currently do business or plan future business;

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political and economic instability, including in the Middle East and in Eastern Europe;

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civil unrest, acts of terrorism, war or other armed conflict;

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changes in U.S. and other national government international trade policies, laws and regulations affecting the supply chains for our products and the markets for our services, such as tariffs and retaliatory tariffs between the United States and other countries, economic sanctions, export controls and import controls;

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increases in the consumer price index and interest rates;

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changes in regulatory practices and taxes;

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imposition of price controls;

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actions by policy-makers, regulators or other actors to delay or deny necessary licenses and permits;

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potential noncompliance with a wide variety of laws and regulations, including anti-corruption, export control, economic sanctions and anti-boycott laws and similar non-U.S. laws and regulations;

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changes in labor conditions;

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logistical and communication challenges;

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government actions to cancel contracts, redenominate the official currency, renounce or default on obligations, renegotiate terms unilaterally or expropriate assets; and

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currency exchange rate fluctuations, devaluations and other conversion restrictions.

Some countries in which we do business do not have well-developed legal systems, lack political or governmental stability, have not yet adopted or may be unable to maintain clear regulatory frameworks, or

may have evolving and unharmonized standards that vary or conflict across jurisdictions. Lack of legal certainty exposes us to increased risk of adverse or unpredictable actions by government officials, may reduce our ability to comply timely or cost-effectively with evolving standards or requirements, and may make it more difficult for us to enforce our contracts. In some cases, these risks can be partially offset by agreements to arbitrate disputes in an international forum, but the adequacy of this remedy may still depend on the local legal system to enforce an award. Any of these factors could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Our business could be adversely affected by actual or perceived quality issues or failures in our quality assurance processes.

We manufacture highly sophisticated products and provide specialized solutions and services for complex nuclear and other advanced engineering projects, including nuclear fuel and waste management systems, heat transfer equipment and related components. These activities require precise engineering, specialized materials and strict adherence to detailed technical specifications and regulatory requirements. Our products, solutions and services are produced and delivered pursuant to a comprehensive quality assurance program subject to oversight and enforcement by the NRC and other applicable regulatory authorities. While we have implemented and maintain a quality assurance program that is subject to NRC enforcement, a breakdown of our procedures is possible. Any actual or perceived product or execution failure could result from design flaws, manufacturing defects, material nonconformities, human error, supply chain issues or deficiencies in quality control, testing, documentation or oversight. Such failures could lead to project delays, cost overruns, equipment rework, repair or replacement obligations, or the suspension of operations at customer facilities. In more serious circumstances, product failures could result in safety incidents, environmental impacts or regulatory noncompliance, which could subject us to investigations, enforcement actions, fines, penalties or increased regulatory scrutiny.

Quality-related issues may also give rise to warranty claims, contractual disputes, indemnification obligations or other claims for damages, including claims related to project delays or loss of use. These costs may be significant and may not be fully covered by insurance, if at all. In addition, quality issues associated with new product introductions or existing product lines could adversely affect customer confidence, harm our reputation and reduce demand for our products, solutions and services. Any of these factors could materially and adversely affect our business, financial condition, results of operations and future prospects.

We face potential product liability risk from the products that we manufacture or sell, or have previously manufactured or sold.

We may be exposed to liabilities for personal injury or property damage due to the failure of a product that we, or a company that we have acquired, have manufactured or sold. We typically agree to indemnify our customers against certain liabilities resulting from the products we sell, and our liability insurance, or any third-party indemnification that we may seek from our suppliers, may not fully cover our indemnification obligations to our customers. We may also not be able to maintain insurance coverage in the future at an acceptable cost. Any liability for which third-party indemnification is not available and not covered by insurance could have a material adverse effect on our business, financial condition, results of operations and future prospects. In addition, the failure of a product that we, or a company that we have acquired, have manufactured or sold could also result in a recall of, or safety alert relating to, such product which could ultimately result, in certain cases, in the removal of that specific product line from the marketplace and claims regarding costs associated therewith.

Furthermore, an accident caused by one of our products could cause reputational damage. If an accident were to be caused by one of our products, or if we were to otherwise fail to maintain a satisfactory record of safety and reliability, our ability to retain and attract customers may be materially and adversely affected.

Many of our contracts contain limited-assurance-type warranties for our products and services, and we may be subject to liability for warranty claims.

The majority of our contracts contain limited-assurance-type warranties for fixed durations that may expose us to potential liability for warranty claims made by our customers with respect to products that we have designed or manufactured, or services that we have provided. While we maintain quality assurance procedures that are designed to meet or exceed NQA-1 quality assurance requirements, any failure or perceived failure or inadequacy of our products or services during the warranty period may result in a warranty claim against us. Historically, warranty claims have not resulted in material costs incurred by us, but there can be no assurance that a severe claim of loss in the future would not occur. It is possible that insurance coverage may not be adequate to cover all claims that may arise, or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Material product warranty obligations not covered by insurance or that exceed our established reserves could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Limitations or modifications to indemnification regulations of the United States or foreign countries could adversely affect our business.

The Price-Anderson Act partially indemnifies the nuclear industry against liability arising from nuclear incidents in the United States, while ensuring compensation for the general public. The Price-Anderson Act comprehensively regulates the manufacture, use and storage of radioactive materials, while promoting the nuclear industry by offering indemnification to commercial nuclear power plant operators and DOE contractors.

Under the Price-Anderson Act, owners of nuclear power plants regulated by the NRC are required to have private insurance for each reactor site to cover the first $500 million in damages related to an accident (“First Tier”). If damages are in excess of $500 million, then each licensee that operates a nuclear power plant under the NRC would be assessed a prorated share of the excess, up to a maximum of approximately $170 million per reactor (“Second Tier”). If an accident occurs at our facility, we may also be required to pay an assessment in the Second Tier, in addition to the $500 million covered by the First Tier. Based on the current number of operating reactors in the United States, the First and Second Tiers of insurance under the Price-Anderson Act provide approximately $16 billion to cover liability. Beyond this cap, there is no liability for injuries caused by a nuclear accident covered under the Price-Anderson Act.

If an accident occurs at any reactor licensed by the NRC and damages are in excess of $500 million, then all licensees are required to pay an assessment based on the Price-Anderson Act’s Second Tier of insurance. Thus, under the Price-Anderson Act’s structure for nuclear insurance, our operation of the Palisades plant could require us to contribute up to approximately $170 million per reactor in the event of a nuclear accident at any operating reactor in the country, even if the accident has no direct relation to our business.

In addition, we supply nuclear equipment and components in various jurisdictions globally, including Belgium, Brazil, Finland, India, Mexico, Slovenia, South Africa, Spain, Sweden, Taiwan, Ukraine and the United Kingdom. Each jurisdiction maintains its own indemnification regulations, although jurisdictions generally align their domestic requirements with international conventions for nuclear liability. The Price-Anderson Act and the indemnification regulations in the various jurisdictions in which we operate may not apply to all liabilities that we might incur while performing services as a contractor for the DOE and the nuclear power industry. If an incident, damages or evacuation is not covered under the indemnification provisions of the Price-Anderson Act or such other indemnification regulation, we could be held liable for damages, in some cases regardless of fault, which could have an adverse effect on our financial condition and results of operations. While our operations do not involve the international transportation of toxic, hazardous and radioactive materials, there can be no assurance that a counterparty may not try to bring a secondary claim against us if a transport accident were to occur that is outside the indemnification provided by the Price-Anderson Act or such other indemnification regulation.

Neither the Price-Anderson Act nor international nuclear liability conventions and national domestic nuclear liability laws cover on-site loss or damage to property due to a nuclear incident. Rather, most nuclear regulators (including the NRC) require nuclear operators to maintain on-site property damage insurance. While we maintain on-site property damage insurance, there can be no assurance that the insurance pool is adequate because it has never been tested.

Our operations are subject to operating risks, which could expose us to potentially significant workers’ compensation, contractual liability, professional liability, product liability, warranty and other claims. Our insurance coverage may be inadequate to cover all of our risks, or our insurers may deny coverage of material losses we incur, which could adversely affect our business, financial condition, results of operations and future prospects.

We operate large manufacturing facilities and nuclear power plants and perform services at third parties’ work sites where accidents or system failures can have significant consequences. Risks inherent in our operations include:

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accidents resulting in injury or the loss of life or damage to or loss of property;

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environmental or toxic tort claims, including delayed manifestation claims;

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pollution or other environmental mishaps;

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natural disasters;

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adverse weather conditions;

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mechanical or design failures, in particular with respect to our novel products and services;

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business interruption due to political action in foreign countries or other reasons; and

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labor stoppages.

Any significant accident or failure at our manufacturing facilities, nuclear power plants or other work sites where we have provided products or services could result in significant workers’ compensation, contractual liability, professional liability, product liability, warranty and other claims against us, regardless of whether our products or services caused the incident or if we have contractual indemnification from a third party.

While we endeavor to identify and obtain adequate and, in some cases, excess insurance to cover significant risks and liabilities based on contractual obligations, insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that we consider uneconomical. Additionally, our insurance policies may not protect us against potential liability due to various exclusions in the policies and self-insured retention amounts. For example, currently there is a lack of commercially available coverage for new design and professional liability for SMRs, creating exclusions in our current policies. Also, catastrophic events customarily result in decreased coverage limits, more limited coverage, additional exclusions in coverage, increased premium costs and increased deductibles and self-insured retentions. Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, property losses caused by natural disasters, nuclear hazards and contamination, war and liabilities related to occupational health exposures.

Depending on competitive conditions and other factors, we endeavor to obtain contractual protection against certain uninsured risks from our customers, and we are typically covered as additional insureds when performing services at third parties’ work sites. When obtained, such contractual indemnification protection may not be as broad as we desire or may not be supported by adequate insurance maintained by the customer. Such insurance or contractual indemnity protection may not be sufficient or effective under all circumstances or against all hazards to which we may be subjected. While we have deductible reimbursement policies in place to minimize disruptions to cash flow, drawn out disputes with insurance carriers over coverage may affect the

timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations.

To a certain degree, we also supply equipment and provide services to the U.S. government. Our services for the U.S. government involve, among other things, handling nuclear equipment and its contaminated and non-contaminated components. Such services are often highly classified and involve stringent security protocols and safety standards, increasing the operational risk profile. Most insurable liabilities arising from these sites are not covered by our corporate insurance program. Instead, we rely on government contractual agreements, including a U.S. government-provided nuclear indemnity, insurance purchased specifically for the sites and certain specialized self-insurance programs. Nuclear Electric Insurance Limited (“NEIL”) and Northcourt Limited (“Northcourt”) are the two nuclear contamination insurance companies we utilize, with deductibles covered by our insurance policies with two captive insurance companies maintained by MSI. This coverage is limited to nuclear contamination of our ISFSI pads where nuclear spent fuel rests and cools. American Nuclear Insurers (“ANI”) is the off-site nuclear liability company covering the public with limits of $500,000,000 per facility. The U.S. government has historically fulfilled its contractual agreement to reimburse for insurable claims, and we expect it to continue this process. However, the U.S. government’s contractual obligation to pay is subject to the availability of authorized government funds. The reimbursement obligation of the U.S. government is also conditional, and provisions of the relevant contract or applicable law may preclude reimbursement.

We maintain insurance coverage from market insurers and insurance policies with the captive insurance companies maintained by MSI as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits. Our insurance policies with the captive insurance companies are used to cover deductibles, to supplement traditional insurance and to minimize the risk of large deductibles. If any of our market insurers or MSI’s captive insurance companies fail, suddenly cancel our coverage or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure and our operational expenses would increase and the management of our business operations would be disrupted. In addition, there can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits.

Although we have broad insurance coverage with policy limits that we believe are customary for the nuclear industry, such coverage may not be adequate, requiring that we pay judgments or settlement amounts in excess of policy limits. We may not be able to maintain insurance coverage at adequate levels. Any potential claims could be costly to defend, time-consuming and result in adverse judgments, which could result in a material adverse effect on our business, reputation and results of operations.

Our engineering, consulting and other professional services expose us to risks of liability, and our insurance coverage may not be adequate to protect us against all potential claims.

Our engineering, consulting and other professional services involve the exercise of professional judgment and the application of complex technical, safety and regulatory analyses, including services related to nuclear engineering, safety, licensing and operations. As a result, our services potentially expose us to the risk of professional liability claims, including claims alleging errors, omissions, negligence, design defects, inadequate analyses or failure to comply with applicable laws, regulations or industry standards. Such claims may arise even when we have performed our services in accordance with contractual requirements, professional standards, rigorous quality control procedures and applicable regulations, including those promulgated by the NRC. Although we generally seek to limit our contractual exposure through liability caps, indemnification provisions and other risk-allocation mechanisms, such provisions may not be enforceable in all circumstances, may not apply to all types of claims or may be subject to challenge. In addition, third parties who are not parties to our contracts may assert claims against us, and claimants may attempt to circumvent contractual limitations on liability, including by alleging gross negligence, willful misconduct or other conduct that could

render contractual protections inapplicable. Any such claims, regardless of their merit, could result in substantial defense costs, divert management’s attention and resources, harm our reputation or result in monetary damages.

We maintain insurance coverage that we believe is customary for companies providing similar professional services; however, our insurance policies are subject to coverage limits, exclusions, deductibles and self-insured retention amounts. If we incur liabilities that are not adequately covered by insurance, or if our insurance coverage proves insufficient in amount or scope, we could be required to pay substantial amounts out of pocket. Partially or completely uninsured claims, if successful and of significant magnitude, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Any reductions or the elimination of governmental incentives or policies that support nuclear energy or low-carbon projects could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Parts of our business benefit from federal, state, local and foreign government incentives or policies that support nuclear energy or low-carbon projects and enhance the economic feasibility of such projects in regions in which we operate or plan to operate. In a number of economic regions and countries in which we operate, notably the United States, the EU and South Korea, the federal governments and some state and other local governments provide incentives, such as grants, tax abatements and credits, renewable portfolio standards and feed-in tariffs, that are designed to support the generation and sale of energy from low-carbon facilities, such as our Palisades plant, and support the design and manufacture of products and technologies to be used in these facilities, such as our SMR-300 technology. A decrease in, expiration without renewal of or other cessation or clawback of government incentives for any of our operations, as a result of an administrative decision or otherwise, could have a substantial adverse impact on our financial condition or results of operations.

In the United States, the Inflation Reduction Act (the “IRA”) includes incentives for development and production of nuclear energy. In particular, the IRA extends the availability of investment tax credits (“ITCs”) and production tax credits (“PTCs”) to certain nuclear energy projects and provides a credit for the manufacture of qualifying products, including advanced reactors and SMRs. We benefit from PTCs with respect to qualifying nuclear energy projects. In determining PTC eligibility and developing applicable tax structures, we have relied upon applicable tax law and published Internal Revenue Service (the “IRS”) guidance. However, the application of such law and guidance to the facts of particular nuclear energy projects is subject to a number of uncertainties.

Separately, we expect to benefit from ITCs with respect to certain qualifying nuclear energy projects. ITCs present additional risks relative to PTCs, including because ITCs generally require projects to be placed in service by specified deadlines in order to qualify. These placed-in-service requirements may increase pressure on our capital expenditures, manufacturing capacity, availability of equipment and construction timelines. Delays in manufacturing, supply chain constraints, limitations on available manufacturing space or other factors outside of our control could result in projects failing to meet the applicable ITC deadlines, which could reduce or eliminate the ITCs available to us.

In addition, we expect to claim credits associated with the manufacture of qualified products. We rely on applicable tax laws and guidance to determine the amount and availability of these manufacturing-related credits. However, the Department of the Treasury or the IRS may issue additional guidance that may reduce our eligibility for these credits, including potentially with retroactive effect, or may disagree with our interpretation of the applicable tax law in the event of an audit. We may also face uncertainty as a result of efforts to repeal, substantially modify or invalidate some or all provisions of the IRA, which could require us to change our operations and strategic plans.

Similarly, many states in the United States have incentive programs and tax credits. We have in the past and may in the future become subject to regulatory scrutiny or legal proceedings in connection with such incentive programs and tax credits. For example, in 2024, we agreed with the State of New Jersey to make a $5 million payment to resolve any allegation of liability of Holtec and to forego certain redevelopment tax credits following scrutiny over certain tax credit applications submitted by one of our affiliates in 2018.

Our business could also be adversely affected by the loss or significant reduction in access to U.S. government technology grants and related funding programs. Beyond incentive policies, new environmental regulatory actions or significant modifications to existing regulations and policies of the EPA and NRC could increase our operating costs or impede sales of our products, solutions and services. Any reduction, delay or disallowance of ITCs, PTCs or manufacturing-related credits could have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects.

Our financing arrangements, including our government grants, cost-sharing arrangements and other indebtedness, contain, and future financing arrangements may contain, restrictive covenants and other limitations that may restrict our ability to operate our business and pursue our strategic objectives. These covenants and restrictions may, among other things, limit our ability to incur additional indebtedness, create liens, make certain investments, engage in acquisitions or dispositions, enter into affiliate transactions, make capital expenditures or take other actions that could otherwise be in our best interests. Compliance with these covenants may limit our operational and financial flexibility and may restrict our ability to respond to changing business, economic or competitive conditions. For example, the DOE LGA requires us to maintain specific financial metrics and various debt service and other coverage ratios to access advances.

In addition, we have received, and may in the future receive, funding in the form of government grants, subsidies or other incentive programs, as well as funding from other third-party sources, that are subject to various conditions, performance milestones, reporting obligations, use-of-proceeds requirements and other restrictions. Failure to comply with these conditions could result in the suspension, reduction, or termination of such funding, require us to repay amounts previously received, or limit our ability to access additional funding in the future. In certain cases, these conditions may also restrict our ability to modify our business plans, reallocate resources or pursue certain activities. If we are unable to comply with the covenants in our financing documents or the conditions attached to our government grants or other funding sources, we could be required to seek waivers or amendments, refinance or restructure our obligations or pursue alternative sources of funding, which may not be available on acceptable terms or at all. Any of these events could adversely affect our business, financial condition, results of operations and prospects.

Our revenue is subject to significant variability because we typically perform a limited number of large projects (and numerous small projects) each year. The timing of the award, execution, modification or delay of any single project can have a material impact on our revenue, results of operations and cash flows in a particular period. We recognize revenue over time based on the percentage of project completion, which requires estimates of total contract value and total expected costs. Changes in these estimates or in project performance schedules can result in material adjustments to revenue and gross margin in a given period. Accordingly, our quarterly revenue, gross margin and results of operations are subject to certain volatility if viewed on a quarterly basis, which could make period-to-period comparisons difficult and adversely affect the trading price of our common stock.

In addition, while we have historically derived substantially all of our revenue from nuclear fuel storage and decommissioning services, we expect to begin generating revenue from selling electricity produced by the Palisades power plant and from the commercialization of new technologies that are currently in development, including SMR-300s. The timing and amount of these new revenue streams are uncertain and depend on various factors, including regulatory approvals, construction timelines, market conditions and successful development milestones, which could delay or prevent their realization. As a result, our historical financial statements do not include any contributions from these anticipated activities and may not be representative of our future performance once these initiatives commence.

Our financial performance may also vary, or appear to vary, as a result of strategic transactions and other corporate actions. For example, in connection with this offering, we plan to deconsolidate Holtec Asia from our operations. While Holtec Asia has historically represented an immaterial portion of our revenues, net income and total assets, as a result of this deconsolidation, our revenue and other financial metrics for subsequent periods may appear lower on a comparative basis as a result of this disposition. In addition, pursuant to NAMCO Restructuring Phase I, which was completed prior to the closing of this offering, certain decommissioning assets and associated liabilities were transferred from NAMCO to DEAMCO. Following the completion of NAMCO Restructuring Phase II, which remains subject to NRC and certain other regulatory approvals, we intend to deconsolidate DEAMCO and its subsidiaries from our consolidated financial statements. Consequently, the historical results of operations and financial position of the DEAMCO Facility Entities, which are reflected in the consolidated financial statements included elsewhere in this prospectus, will not be included in our results of operations following the completion of NAMCO Restructuring Phase II. At the same time, our results in the future will recognize revenue from decommissioning services that we expect to provide through HDI to the DEAMCO Facility Entities pursuant to arm’s length operator services agreements to be entered into upon the effectiveness of NAMCO Restructuring Phase II. Such revenue has been historically eliminated upon consolidation of our financial statements and as such, has not been reflected in our consolidated financial statements included elsewhere in the prospectus. As a result of any of the above, our past results are not necessarily indicative of our future performance, and our results in any given fiscal period may not fully reflect the underlying performance of our business or be indicative of the results we may achieve in any other fiscal period.

Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.

There can be no assurance that the revenues projected in our backlog will be realized or, if realized, will result in projected profits. Because of project cancellations or changes in project scope and schedule, we cannot predict with certainty when or if backlog will be performed. Further, many of our contracts with customers include a termination-for-convenience clause and may be modified, curtailed or terminated by the customer either at its discretion or upon the default of the contractor. In addition, even where a project proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed to us or poor project performance could increase the cost associated with a project. Delays, suspensions, cancellations, payment defaults, scope changes and poor project execution could materially reduce or eliminate the revenues and profits that we actually realize from projects in backlog.

Reductions in our backlog due to cancellation or modification by a customer or for other reasons may adversely affect, potentially to a material extent, the revenues and earnings we actually receive from contracts included in our backlog. Many of the contracts in our backlog provide for cancellation fees in the event customers cancel projects. These cancellation fees usually provide for reimbursement of our out-of-pocket costs, revenues for work performed prior to cancellation and a varying percentage of the profits we would have realized had the contract been completed. However, we typically have no contractual right upon cancellation to the total revenues reflected in our backlog. Projects may remain in our backlog for extended periods of time and the inclusion of long-duration contracts in backlog can obscure nearer-term revenue visibility, making our quarterly or annual projections less reliable. Moreover, the conversion of backlog into actual revenue is often dependent on factors outside our control, such as the customer securing regulatory approvals, finalizing financing or

meeting construction milestones. If we experience significant project terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.

We may experience disproportionately high levels of collection risk and nonpayment if customers in specific geographic areas are adversely affected by factors particular to their geographic area.

Our customers include large public companies and governments that have been, and may continue to be, negatively impacted by the changing landscape in the global economy. For example, a weakening or breakdown in the authority of the World Trade Organization could result in increased trade barriers, tariffs or retaliatory measures that impair the ability or willingness of our customers to make timely payments or satisfy their payment obligations to us. On occasion, we face collection risk in the operation of our business, where we perform services and subsequently bill our customers for such services, particularly in the case of long-term capital projects before the project completes operational status or completes its project financing. If we have concentrated credit risk from customers in a specific geographic area or industry, continuing negative trends or a worsening in the financial condition of that specific geographic area or industry could make us susceptible to disproportionately high levels of default by those customers. Such defaults could adversely impact our revenues, results of operations or accounts receivable.

In some cases, our failure to meet contractual schedule or performance requirements that we have agreed to could adversely affect our operating results.

In some circumstances, we can incur liquidated or other damages if we do not achieve project completion by a scheduled date. If we fail to complete a project as scheduled and the matter cannot be satisfactorily resolved with a customer, we may be responsible for cost impacts to the customer resulting from any delay or the cost to complete the project. Our costs generally increase from schedule delays and/or could exceed our projections for a particular project. In addition, project performance can be affected by a number of factors beyond our control, including unavoidable delays from governmental inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our customers, industrial accidents, environmental hazards, labor disruptions, pandemics and other factors. Even when delays are caused by factors outside our direct control, our contracts often have limited or no relief provisions, meaning we may still bear the financial burden of the time extension and cost escalation, negatively impacting our margins. Material performance problems for existing and future contracts could cause actual results of operations to differ from those anticipated by us and also could cause us to suffer damage to our reputation within our industry and customer base.

At times we are required to provide surety bonds, letters of credit and other financial guarantees as well as other forms of financial assurance, which may restrict our liquidity and subject us to interest and other market risks.

In line with industry practice, we are often required to provide surety bonds, standby letters of credit or corporate guarantees and similar financial assurances to our customers and other counterparties that indemnify them should we fail to perform our obligations under the terms of the applicable contract, settlement and other similar arrangement. As of March 31, 2026, we were contingently liable for $278.4 million in issued surety bonds and had $390.3 million of outstanding letters of credit, none of which had been drawn, primarily to support project execution. A surety may issue a performance or payment bond to guarantee to the customer that we will perform under the terms of a contract. If we fail to perform under the terms of the contract, then the beneficiary may demand that the surety or another corporate affiliate provide the contracted services. In addition, we would typically have obligations to indemnify the surety for any loss incurred in connection with the bond. The need for these financial instruments, particularly performance bonds and letters of credit, can restrict our liquidity and future borrowing capacity. The cost of obtaining and maintaining these instruments is subject to fluctuations based on market rates, the creditworthiness of our surety providers and our own financial stability. In addition, in connection with acquisitions of shuttered nuclear power plants, we provided

parent company guarantees to former operators of those plants to ensure the fulfillment of our obligations. We also entered into settlement and similar agreements with state and local government agencies to resolve outstanding litigation and regulatory proceedings related to the ownership, decommissioning and site restoration of certain of our power plants. Pursuant to such agreements, we are required to ensure that sufficient funds are maintained in the applicable NDT or otherwise available to satisfy our decommissioning and other obligations, among other requirements. Holtec International and DEAMCO have entered into a Control and Support Agreement, pursuant to which such existing parent company guarantees and financial support arrangements will continue in effect through the completion of NAMCO Restructuring Phase II. Upon the effectiveness of NAMCO Restructuring Phase II, we expect that the Control and Support Agreement will terminate and DEAMCO will concurrently provide analogous financial support arrangements directly to the DEAMCO Facility Entities, which would remain in effect going forward. Following the completion of NAMCO Restructuring Phase II, DEAMCO or one of its affiliates would be responsible for providing the parent company guarantees, satisfying any obligations under the settlement agreements and maintaining sufficient NDT funds with respect to the DEAMCO Facility Entities. However, there can be no assurance that NAMCO Restructuring Phase II will be completed or that such replacement financial support arrangements will be put in place on terms consistent with our current expectations. To the extent NAMCO Restructuring Phase II is delayed or not completed, the existing guarantees and other financial support arrangements will remain outstanding and binding on us for an indeterminate period thereafter, and we will continue to be subject to material obligations and liabilities with respect to the DEAMCO Facilities Entities, including obligations arising under the settlement agreements, NDT funding requirements and other arrangements. See also “—Completion of NAMCO Restructuring Phase II remains subject to NRC and certain other regulatory approvals.” If we are unable to obtain required surety bonds, letters of credit or other financial guarantees on commercially reasonable terms, or at all, due to liquidity constraints, market conditions or changes in our credit profile, we may be unable to bid for or pursue certain projects or satisfy our regulatory or contractual obligations, any of which could materially adversely affect our business, financial condition, results of operations and future prospects.

From time to time, we collaborate with third parties to perform joint projects or pursue business opportunities through joint ventures, joint development agreements, consortia, temporary business groupings or teaming arrangements. For example, we entered into a teaming agreement with Hyundai E&C, which will be responsible for the construction of our SMR-300s in the future. In addition, we are involved in a Unión Temporal de Empresas (UTE) in collaboration with Equipos Nucleares, S.A. (ENSA) for the development of an SNF dry storage project in Spain. We may also enter into similar arrangements in the future in connection with complex or large-scale nuclear manufacturing, engineering or supply projects. Joint projects and teaming arrangements typically require close coordination among participants and involve the allocation of responsibilities, risks and rewards among multiple parties with differing objectives, financial resources, technical capabilities and risk tolerances. Although we seek to structure these arrangements to define each party’s scope of work and to allocate financial and operational risk to the party responsible for its performance, we may have limited ability to influence the actions or decisions of our partners, particularly where we do not control the joint venture or similar arrangement or where key decisions require unanimous or supermajority approval. Joint venture partners may have interests, incentives or business priorities that conflict with ours, including different views on capital commitments, technical approaches, regulatory strategy, project timelines, risk management or long-term objectives. These differences may impede decision-making, delay projects or prevent the joint venture or similar arrangement from pursuing opportunities that we believe are in our best interests. In addition, there is no assurance that any of our planned joint ventures or other similar arrangements will be successfully formed, will achieve their intended objectives, or will continue for their expected duration. Early termination or dissolution of a joint venture or other commercial arrangement, whether due to performance issues, disagreements among partners, funding limitations, regulatory challenges or other factors, could result in the loss of anticipated benefits, require additional expenditures or disrupt our business plans.

In addition, if a joint project partner fails to perform its contractual obligations in a timely or satisfactory manner, including as a result of financial distress, operational difficulties, supply chain disruptions or noncompliance with applicable laws, regulations or permit requirements, we may be required to provide additional services to mitigate delays or performance shortfalls and to meet customer expectations or contractual commitments. In regulated industries, such as nuclear manufacturing and energy infrastructure, performance or compliance failures by a joint venture partner or other commercial partner may result in heightened regulatory scrutiny, enforcement actions, license delays or suspensions, penalties or other sanctions that could affect the entire project or joint venture, even if we are not directly responsible for the underlying noncompliance. While we may be entitled to contractual remedies, indemnification or other protections from an underperforming or noncompliant partner, such remedies may be subject to contractual limitations, caps or exclusions, may be difficult or costly to enforce, or may be unavailable if the partner lacks sufficient financial resources. In addition, disputes may arise among joint project participants regarding technical execution, compliance matters, cost overruns, schedule delays, allocation of liabilities, IP rights, governance, exit rights or strategic direction. Depending on the structure of the arrangement and the applicable governing law, the resolution of such disputes may be time-consuming, costly, and disruptive and could result in litigation, arbitration or termination of the joint venture.

Any of the foregoing factors could result in project delays, cost overruns, reduced returns, lost business opportunities or reputational harm and could have a material adverse effect on our business, financial condition, results of operations and future prospects.

In conducting our business, we depend on other contractors, subcontractors and equipment and material providers. If these parties fail to satisfy their obligations to us or other parties, or if we are unable to maintain these relationships, our revenue, profitability and growth prospects could be adversely affected.

We depend on contractors, subcontractors and equipment and material providers in conducting our business. The talent pool for qualified nuclear fabricators and suppliers is limited. There is a risk that we may have disputes with our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontractor or our failure to extend existing task orders or issue new task orders under a subcontract. While we endeavor to vertically integrate our operations where commercially sensible, to the extent that we cannot acquire equipment and materials at reasonable costs, or if the amount we are required to pay exceeds our estimates, our ability to complete a project in a timely fashion or at a profit may be impaired. In addition, if any of our subcontractors fail to deliver on a timely basis the agreed-upon supplies and/or perform the agreed-upon services, our ability to fulfill our obligations as a prime contractor may be jeopardized, we could be held responsible for such failures and/or we may be required to purchase the supplies or services from another source at a higher price. This may reduce the profit to be realized or result in a loss on a project for which the supplies or services are needed. The risk of subcontractor failure or poor performance is magnified by the complex, multi-tiered nature of the nuclear supply chain, where we may have limited visibility into the financial stability or operational capacity of second- or third-tier specialty component providers.

Misconduct by our employees, affiliates or agents, or failures to comply with laws, regulations, internal policies and government contracts, could adversely affect our business and results of operations.

While we maintain policies and procedures to prevent misconduct, fraud or other improper activities by one or more of our employees, affiliates or agents, any failure to comply with applicable laws and regulations or our internal policies and procedures could adversely affect our business and reputation. Such misconduct could include the failure to comply with government procurement regulations, regulations regarding the protection of classified and other information, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting and various other applicable laws or regulations. For example, we currently provide services that are considered Controlled Unclassified Information (CUI) for U.S. governmental agencies that may be

sensitive or that are related to national security matters. If a security breach were to occur, our ability to procure future government contracts could be severely limited. The precautions we take to prevent and detect these activities may not be effective, and we could face unknown risks or losses. Furthermore, incorporating AI into business operations could give rise to litigation risk, risk of noncompliance with AI-related regulatory obligations and increasing costs of compliance, as AI is an emerging technology subject to a rapidly evolving global legal and regulatory landscape (including potential liability under existing laws that apply to AI, such as IP, product liability or privacy and data protection laws). While new AI initiatives, laws and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our compliance obligations could entail significant costs, negatively affect our business or limit our ability to incorporate certain AI capabilities into our offerings.

From time to time, we are audited and reviewed by federal, state and foreign government regulatory agencies, including the Defense Contractors Audit Agency. These agencies review our performance under our contracts, our cost structure and our compliance with applicable laws, regulations and standards, as well as, as applicable, the adequacy of, and our compliance with, our internal control systems and policies. Systems that are subject to review include our purchasing systems, billing systems, property management and control systems, data security, cost estimating systems, compensation systems and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed or must be refunded if already reimbursed. If an audit or review uncovers improper or illegal activities, we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines, loss of security clearance and suspension or debarment from contracting with such agency. For example, in 2010, we were debarred for nine days and paid a $2 million administrative fine to the Tennessee Valley Authority (the “TVA”) following an investigation into improper payments allegedly made to one of the TVA employees. In connection with the allegation, we entered into a settlement agreement with TVA in which we did not concede any violation of law or wrongdoing. We could suffer serious reputational harm if allegations of impropriety were made against us.

Barriers to becoming a government contractor and the highly regulated nature of the government procurement process could impact our ability to expand our Government and Security business.

Government contracts are awarded through a regulated procurement process. The federal government has awarded multi-year contracts with pre-established terms and conditions, such as indefinite delivery contracts, that generally require those contractors that have previously been awarded the indefinite delivery contract to engage in an additional competitive bidding process before a task order is issued. The federal government has also awarded federal contracts based on a low-price, technically acceptable criteria emphasizing price over qualitative factors, such as past performance. As a result of these competitive bidding pressures, our ability to expand our Government and Security business may be materially and adversely affected. Furthermore, our profit margins on future federal contracts may be reduced and may require us to make sustained efforts to reduce costs in order to realize profits under government contracts. If we are not successful in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted. Our inability to win or renew government contracts during regulated procurement processes could harm our operations and business prospects. Furthermore, government funding decisions are subject to annual Congressional appropriations, political cycles and changing national security priorities. As a result, a major contract or program on which we rely could be delayed, scaled back or terminated abruptly due to political factors outside of our control, regardless of our performance.

Governmental agencies may modify, curtail or terminate our contracts at any time prior to their completion and, if we do not replace them, then our Government and Security business may suffer a decline in revenue.

Most government contracts include a termination-for-convenience clause and may be modified, curtailed or terminated by the government either at its discretion or upon the default of the contractor. If the government terminates a contract at its discretion, then we typically are able to recover only costs incurred or committed, settlement expenses and profit on work completed prior to termination, which could prevent us from

recognizing all of our potential revenue and profits from that contract. In addition, for some assignments, the U.S. government may attempt to “insource” the services to government employees rather than outsource to a contractor. This shift to insourcing is often driven by political or budgetary decisions and can result in the nonrenewal of existing contracts and the permanent loss of a revenue stream, regardless of our performance or pricing competitiveness. If a government terminates a contract due to our default, we could be liable for excess costs incurred by the government in obtaining services from another source.

We are dependent on certain key personnel and may be unable to attract and retain highly qualified and skilled employees.

Our operations and future success depend on the talents and contributions of our senior management team, including our founder and Chief Executive Officer, Dr. Krishna P. Singh, and other highly qualified personnel, such as nuclear scientists, engineers, product designers and other technical personnel. The loss of key personnel, including members of management as well as key engineering, product development and sales personnel, could disrupt our operations and have an adverse effect on our business. In part because no new nuclear power plants have been constructed in the United States since the mid-1970s, there is a limited number of qualified nuclear professionals with the skills and expertise to develop, construct and operate a nuclear power plant, and in the nuclear industry generally. This labor shortage of qualified personnel is further exacerbated by the recent increase in the number of companies seeking to develop and commercialize SMR technology, which could make hiring and retaining qualified personnel challenging. Factors that may affect our ability to attract and retain sufficient numbers of qualified employees and contractors include competition from other employers, our ability to manage attrition and the availability of qualified individuals. In addition, in the event of the sudden or unexpected death or incapacity of key personnel, including our founder and Chief Executive Officer, we may be unable to replace such individuals in a timely or effective manner. Difficulties in hiring or retaining highly qualified personnel, the failure to properly manage succession plans or the unexpected loss of experienced employees resulting in the depletion of our institutional knowledge base, as well as difficulties in efficient utilization of our workforce, could have an adverse impact on our business performance, reputation, results of operations, liquidity or financial condition. Furthermore, our performance and competitiveness as an employer are influenced by our ability to comply with, anticipate and adapt to changes in employment and tax laws and regulations, including those related to labor relations, health and safety standards and immigration policies. Failure to ensure that we have the depth and breadth of personnel with the necessary skill set and experience, or the loss of key employees, could impede our ability to deliver our growth targets and execute our strategy.

We may be adversely affected by negative publicity about us, our leadership, our business practices or the power generation industry generally.

Negative publicity or adverse public perceptions about us, including with respect to our current or former directors, executive officers, employees or our industry more broadly, could harm our reputation, brand and relationships with customers, suppliers, regulators and other stakeholders. This risk is particularly significant in the power generation and energy infrastructure industries, where long project cycles, large capital commitments, safety performance and compliance with environmental and regulatory standards are critical to maintaining customer trust and securing new contracts.

Sources of negative publicity for us could include, without limitation:

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actual or perceived deficiencies in performance, reliability, safety or environmental performance;

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project delays, cost overruns, equipment failures, outages, performance shortfalls, warranty claims or unexpected downtime at customer facilities or facilities that we operate;

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our actual or perceived failure to effectively manage health, safety, environmental and sustainability risks, including any incidents resulting in worker injury, environmental harm or violations of law;

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our actual or perceived failure to comply with environmental, health and safety, energy, export control, state aid, sanctions, anti-money laundering and other legal and regulatory requirements, including any investigations, enforcement actions or litigation involving us, our joint venture partners, suppliers or the industry;

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actual or perceived shortcomings in the quality, integrity and security of our industrial control systems and operational technologies;

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allegations of misconduct or inappropriate behavior by our current or former directors, executive officers, employees, contractors or business partners;

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any disputes or disagreements involving our stockholders, including activist campaigns or related litigation; and

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negative public perceptions of the power generation industry, including concerns regarding climate change, emissions, the role of thermal generation or the siting of new energy infrastructure projects.

Any such negative publicity, whether accurate or unfounded, could erode confidence in our company, reduce customer willingness to award us new projects or service contracts, impair our ability to attract and retain employees, and harm our long-term competitive position. The impact of negative publicity is amplified in the digital age, where information, whether accurate or not, can spread rapidly across social media and online platforms, making it more difficult for us to respond effectively and mitigate potential reputational damage. Any adverse publicity, including inaccurate, misleading or malicious statements disseminated through social media or other channels, could negatively affect investor perception and result in volatility or declines in the trading price of our Class A common stock, at least in the short term.

Negotiations with labor unions and possible work stoppages and other labor problems could divert management’s attention and disrupt operations. In addition, new collective bargaining agreements or amendments to agreements could increase our labor costs and operating expenses.

Approximately 210 of our manufacturing employees are members of a labor union, all of whom are employed at our Pittsburgh plant. Historically, we have maintained positive relationships with our employees, including those that are members of labor unions, and we have never faced a union strike. However, if in the future we were unable to negotiate acceptable new contracts with our union at the Pittsburgh plant or at any other plants that may in the future employ union members, we could experience strikes or other work stoppages at our Pittsburgh plant or at any other plants that may in the future employ union members. If any such strikes or other work stoppages were to occur, we could experience a significant disruption of operations. In addition, negotiations with unions could divert management’s attention. New union contracts or the organization of nonunion employees could result in increased operating costs, as a result of higher wages, higher benefit expenses and other factors, for both union and nonunion employees.

Our management team has limited experience in operating a public company, and we may need to expend significant resources to ensure we have the internal controls required of a public company.

Our management team has limited experience operating a publicly traded company. As a result, management may devote a significant amount of time navigating the increasingly complex rules and regulations that pertain to public companies, which may detract from management’s effort being devoted to the growth of our business. We may need to add additional personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices and internal controls over financial reporting to maintain what is required of public companies in the United States. The development and implementation of the standards and controls necessary for us to maintain the level of accounting standards required of a public company in the United States may require additional costs. We could be required to hire additional personnel to support our operations as a public company, which will increase our operating costs in future periods.

Our operations are exposed to risks arising from cyber-based attacks and network failures, outages or delays of service affecting the information systems we rely on.

We have been, and will likely continue to be, subject to cyber-based attacks and other attempts to threaten our network and information systems and gain unauthorized access to our and our customers’ and vendors’ proprietary, confidential and sensitive information, as well as the personal information that we process and that is processed on our behalf. These attacks include attacks from computer hackers, cyber criminals nation-states, state-sponsored actors and other threat actors, attacks via ransomware, computer viruses or other malicious code, phishing or other social engineering attacks, denial of service attacks, supply chain attacks, data extortion, internal threats and other similar breaches of our network or information systems, or those of our customers, vendors, business partners and other third parties that we interface with. As an energy infrastructure provider and U.S. government contractor, we may be prone to a greater number of these threats than companies in other industries. These threats range from attacks common to most industries to more advanced and persistent threats from highly organized adversaries that target us because we are an energy infrastructure provider and United States government contractor. We are required to maintain cybersecurity standards for handling information under our government contracts in order to avoid fines and penalties imposed by the United States government. While we have not been the subject of a material cyber-based attack thus far, due to the evolving nature of security threats, we and the third parties on which we rely may be unable to anticipate and predict the impact of any future incident entirely. Moreover, the rapid evolution and increased sophistication, availability and use of AI technologies may exacerbate our cybersecurity risks, including in connection with the use of these technologies by us, the third parties on which we rely and by threat actors. Although we devote considerable resources to our cybersecurity programs and maintain industry-standard security measures designed to safeguard proprietary, confidential, sensitive and personal information, such measures may be insufficient to prevent, detect and respond to future cyber-based attacks. In the future, a cyber-based attack affecting us or the third parties on which we rely could result in the loss, misappropriation and unauthorized access to, use or disclosure of, or prevention of access to, proprietary, confidential, sensitive and personal information (including, but not limited to, IP, proprietary business information and sensitive customer, vendor and employee data) as well as failures, outages or delays of service.

In addition, our network and information systems, and those of third parties on which we rely, are vulnerable to failures, outages or delays of service, including damage or interruption from power outages, telecommunications failures, accidents, natural disasters (including extreme weather arising from short-term or any long-term changes in weather patterns), terrorist attacks and similar events. Our system redundancy and disaster recovery planning, or that of the third parties on which we rely, may be ineffective, inadequate or insufficient for all eventualities. The large number of third parties on which we rely requires significant effort for the initial and ongoing verification of their implementation of effective cybersecurity requirements. The increasing degree of interconnectedness and shared liability between us and third parties on which we rely also poses a risk to the security of our network and information systems as well as the larger ecosystem in which we operate. Consequently, we may be subject to short- and long-term interruptions, delays and outages in service and availability due to reliability incidents, including incidents that are outside of our direct control.

If such an event were to occur, our reputation could be negatively affected, customer confidence in us could be diminished, or we could be subject to legal claims (including class actions), loss of revenues, increased costs, regulatory investigations and penalties, or operational shutdown. As these cyber threats continue to evolve, we may be required to devote even larger resources in the future to help prevent, detect and respond to cyber-based attacks and failures, outages or delays of service affecting the network and information systems we rely on. Any of these events could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and future prospects. While we maintain insurance designed to cover these events, our coverage may not sufficiently cover all types of losses or claims that may arise or be subject to exclusions. In the future, such insurance may not be available on commercially reasonable terms, or at all.

Failure to comply with evolving data privacy, data protection and cybersecurity laws and regulations or to otherwise protect personal information in the jurisdictions in which we operate may adversely impact our business and financial results.

We have access to personal information (including employee information) in our businesses that is subject to a variety of jurisdiction-specific data privacy, data protection, and cybersecurity laws, regulations and standards. The legal and regulatory environment related to data privacy, data protection and cybersecurity is increasingly complex and rigorous, with new and constantly evolving requirements applicable to our business. This evolution is further complicated by the adoption of new technologies, particularly generative AI, which raise novel data privacy, data protection and cybersecurity issues. Enforcement practices vary widely in the jurisdictions in which our businesses operate and are likely to remain uncertain for the foreseeable future.

As a result of our worldwide operations, we are subject to various rapidly evolving, and sometimes conflicting, data privacy, data protection and cybersecurity laws, regulations and standards. In the United States, various federal and state regulators, including the Federal Trade Commission, enforce laws, regulations and standards concerning personal information, data privacy, data protection and cybersecurity. For example, there are U.S. state laws that impose data privacy, data protection and cybersecurity obligations on companies that collect and process personal information about residents of such states, including the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020. These state laws, and similar state or federal laws or regulations and standards that may be enacted in the future, may require us to modify our data processing practices and policies and thus incur substantial compliance-related expenses or otherwise suffer adverse impacts on our business. Internationally, many of the jurisdictions in which we operate have adopted unique data privacy, data protection and cybersecurity legal and regulatory frameworks with which we must comply, including the European Union’s General Data Protection Regulation (the “GDPR”) and the United Kingdom’s Data Protection Act of 2018 as supplemented by the GDPR as implemented into the laws of the United Kingdom (collectively, “UK GDPR”). We are also observing an increase in jurisdiction-specific requirements related to the cross-border transfer of personal information, which can bring complexity to processing operations that are supported by external third parties located globally. Given our global footprint, this complexity may significantly complicate our compliance efforts and impose considerable costs, such as costs related to organizational changes, modification of our data processing practices and policies, implementation of additional protection technologies or consultation with third parties who have jurisdictional expertise. In addition, compliance with applicable requirements may take time away from management of other issues and can divert resources from other initiatives and projects. Violations of applicable data privacy, data protection, and cybersecurity laws or regulations and standards could result in substantial fines, regulatory investigations, reputational damage, orders to cease processing or to change uses of data, sanctions and enforcement notices, and raise the potential for civil claims and proceedings, including class action litigation.

International, federal and state laws, regulations and standards can differ significantly from one another and may be interpreted and applied differently over time and from jurisdiction to jurisdiction. It is not uncommon for there to be a period of uncertainty over how to practically apply the law, regulation and standard such as when there is a delay in regulators issuing supplementary guidance or implementing regulations to provide clarity on their expectations. Any failure or perceived failure by us to comply with applicable international, federal or state laws, regulations and standards relating to data privacy, data protection and cybersecurity could adversely affect our business and result in damage to our reputation and our relationship with our customers.

We operate in highly competitive markets. Our failure to compete successfully could adversely affect our business, financial condition, results of operations and future prospects.

Our products, solutions and services are subject to significant competitive pressures, and we face intense competition from both international and domestic competitors. In particular, there has been a recent focus on developing and commercializing SMR technology, and there have been several new market participants looking to bring their SMR technology to market, including new entrants backed by significant strategic partners,

venture capital or government-backed funding, which may challenge the traditional deployment advantages of established industry players, including ourselves. The continual development of advanced technologies, new and existing products and solutions including product enhancements, and high quality but cost-effective supply chain, production and delivery methods are critical to remaining competitive by maintaining commercially attractive products, solutions and services at acceptable pricing levels. A change in the strategic priorities of our business or a failure to anticipate or respond quickly to changing market and customer dynamics, including technological developments, evolving industry standards, new regulations or incentives, changing customer demands, supply chain issues or innovations in production techniques in the industries we serve could cause us to experience lower revenues, price erosion and lower margins, and could result in forgone growth opportunities. Competition has also intensified as a result of international expansion by existing industry participants exploiting new markets and increasing pressure from competitors from other regions who strive to improve the quality and reliability of their technologies and expand beyond their existing markets. The entry of new market participants could further intensify competition. Moreover, some of our competitors receive significant financial and other assistance from their governments, which may allow them to have a longer-term investment approach and greater risk tolerance to realizing returns and other benefits from their investments and business strategies and execution than may be available to us. If we are unable to respond successfully to these competitive pressures, our business, financial condition, results of operations and future prospects may be adversely affected.

Our use of technologies and systems that use AI or large language models, given the dynamic state of such technologies, may cause inadvertent or unexpected impacts that may harm our business.

We use, and are evaluating additional opportunities to use, AI technologies, including systems based on large language models, to reduce costs and improve operational efficiency. These technologies may support research and development activities and operational functions such as procurement, technical document review, and contract management. Many AI technologies remain nascent, and their reliability and effectiveness are not proven. As a result, the time and resources we invest in these tools may fail to produce anticipated efficiencies and, in some cases, may hinder our operations. Additionally, ineffective or inadequate AI development or deployment practices by us or third-party developers or vendors, or actual or perceived deficiencies, inaccuracies, biases or other flaws in the AI systems we use, could damage our reputation, competitive position and business, expose us to legal liability or regulatory risk, and cause us to incur additional costs. Our personnel, vendors or service providers may use AI in connection with our business or the services they provide to us, which may result in the inadvertent disclosure or incorporation of our information into publicly available or other third-party training sets, which may impact our ability to realize the benefit of, or adequately protect, our IP. Any output we create using generative AI may not be subject to copyright protection, which may adversely affect our IP rights in or ability to commercialize such output. The increased use of AI may raise or enhance any reputational, governance, ethical, data privacy, data protection, cybersecurity, confidentiality, compliance, technical, operational, legal, competitive or other challenges.

AI systems may also rely on erroneous, incomplete or misleading data, algorithms, prompts or other inputs or generate erroneous, incomplete, or misleading outputs, including hallucinated results, which if relied upon could adversely impact our business operations or research and development processes, including the assessment of engineering or design parameters. We undertake efforts to govern the use of AI, including, where relevant, by using safeguards such as human-in-the-loop review by qualified personnel; however, if these governance processes are not effectively designed, implemented or scaled in line with the scope, scale and complexity of our AI use, we may not identify, address or mitigate associated risks in a timely manner. There can be no assurance that our use of AI will result in our business or operations being more efficient or profitable or otherwise result in our intended outcomes.

In addition, the global legal and regulatory landscape governing AI continues to evolve rapidly. New or amended laws, regulations or standards, such as the EU AI Act and proposed and enacted U.S. federal and state laws and regulations, as well as new interpretations of existing laws, regulations or standards, could limit how we deploy

AI, increase compliance or implementation costs, require modifications to existing processes, or expose us to legal, regulatory and reputational risk. If we do not have sufficient rights to use the outputs generated by AI, or the data, algorithms, prompts or other inputs on which such AI relies, in our business, we may incur liability through the violation of applicable laws, regulations, standards, contracts to which we are party, or third-party intellectual property, privacy or other rights. Any of these developments could materially and adversely affect our operations, financial condition, or ability to realize anticipated benefits from AI-related initiatives.

Natural disasters, war, acts and threats of terrorism, pandemic and other significant events could negatively impact our results of operations and our ability to raise capital for future growth.

Our Palisades plant, various decommissioning plants, operational centers, manufacturing facilities and other work sites could be affected by natural disasters, war, acts and threats of terrorism and extreme weather events, which could result in increased costs, including supply chain costs. For example, our operations in Ukraine have experienced heightened security and safety concerns due to the ongoing war between Russia and Ukraine. Any retaliatory military strikes or continued military campaign could affect our operations in unpredictable ways, such as changes in insurance markets and disruptions of fuel supplies and markets, particularly for our operations in Ukraine. Additionally, natural disasters and other significant events, such as the Fukushima Daiichi incident following the 2011 earthquake and tsunami, increase our risk that the NRC or other regulatory or legislative bodies could change the laws or regulations governing, among other things, operations, maintenance, operating licenses, decommissioning, SNF storage, insurance, emergency planning, security and environmental and radiological matters. These post-incident regulatory changes may necessitate substantial and unplanned capital expenditures for safety enhancements, physical hardening of facilities or increases in required insurance coverage. Furthermore, natural disasters could affect the availability of a secure and economical supply of water in some locations, which is essential for our continued operation, particularly the cooling of generating units. Also, the ability of energy transmission and distribution companies to maintain the reliability, resiliency and safety of their energy delivery systems could affect our ability to deliver energy to our customers and affect our operating costs.

The impact that potential terrorist attacks could have on the industry and on us is uncertain. We face a risk that our operations would be direct targets or indirect casualties of an act of terror. Furthermore, these catastrophic events could compromise the physical security or cybersecurity of our facilities, which could adversely affect our ability to manage our business effectively. Instability in the financial markets as a result of terrorism, war, natural disasters, pandemic, credit crises, recession or other factors also could result in a decline in power consumption or interruption of the supply chain. In addition, the implementation of security guidelines and measures has resulted in and is expected to continue to result in increased costs.

The direct and indirect impact on us and our value chain from severe weather and other effects of climate change could adversely affect our financial condition, operating results and cash flows.

Our operations and properties, and those of our supply chain, may in the future be adversely impacted by severe floods, wildfires, high winds, drought and other natural disasters and catastrophic events. For example, climate change has contributed to gradual increases in the temperature of Lake Michigan, which could adversely affect the power output of the Palisades plant, particularly during summer months. Climate change is also expected to increase the frequency and intensity of certain such events, as well as contribute to chronic changes (such as in weather patterns or water levels) that may result in various adverse impacts. These events can force us or our supply chain to suspend operations at impacted properties and may result in significant damage to such properties. Even if these events do not directly impact us or our supply chain, they may indirectly impact us through increased insurance, energy or other costs. In addition, although the ongoing transition to non-carbon-based energy is creating significant opportunities for us, the transition also presents certain risks, including macroeconomic risks related to higher energy costs and energy shortages, among other things. These direct and indirect impacts from climate change could adversely affect our financial condition, operating results, supply chain and cash flows.

Risks related to environmental, legal and regulatory matters

We are subject to liabilities and obligations under environmental and health and safety laws and regulations.

Our business and facilities are subject to numerous federal, state, local and foreign laws and regulations relating to air emission, water discharges, solid waste management, chemical reporting, site remediation, emergency preparedness, community right-to-know obligations and the use, packaging, handling, storage, discharge, transportation and disposal of hazardous and radioactive materials and other waste products, and we are subject to potentially significant fines or penalties, including criminal sanctions, as well as facility shutdowns to address violations, and may require potentially costly operational changes or expenditures to limit releases or otherwise to comply with such laws and regulations. We may also be subject to increasingly stringent environmental standards in the future, particularly to the extent environmental, health and safety laws and regulations grow in number and complexity. These laws and regulations affect the way we conduct our operations and make capital expenditures, including how we handle air and water emissions, hazardous and solid waste and activities affecting surface waters, groundwater and aquatic and other species. Violations of these requirements could subject us to enforcement actions, capital expenditures to bring existing facilities into compliance, additional operating costs for remediation and clean-up costs, civil penalties and exposure to third parties’ claims for alleged health or property damages or operating restrictions to achieve compliance.

Regulatory bodies may decide in the future to limit or ban certain materials we use in our manufacturing process due to potentially significant health and safety risks to people or the environment. Such limitations or bans may in the future require us to consider the use of alternative materials or changes to our method of operations. Such alternatives often require customer approval and may result in additional costs, including higher material expenses, changes in operational methods and additional customer qualifications. The formulation changes could also impact the utility of our products.

Environmental laws generally impose liability for investigation, remediation and removal of hazardous materials and other waste products on property owners and those who dispose of materials at waste sites, whether or not the waste was disposed of legally at the time in question; as noted below, such liability can be joint and several, or strict. We are currently addressing environmental remediation at certain current and former facilities, and we have been named as a potentially responsible party along with other organizations in a number of environmental clean-up sites and may be named in connection with future sites. We are required to contribute to the costs of the investigation and remediation and to establish reserves in our financial statements for future costs deemed probable and estimable. The final resolution of these liabilities may significantly vary from our estimates and could potentially have an adverse effect on our results of operations and financial position. Some environmental laws provide for joint and several or strict liability for remediation of releases of hazardous substances, which could result in us incurring a liability for environmental damage without regard to our negligence or fault. Such laws and regulations could expose us to liability arising out of the conduct of operations or conditions caused by others, or for our acts which were in compliance with all applicable laws at the time the acts were performed.

We are also subject to federal, state, local and foreign laws and regulations governing worker health and safety requirements. Failing to comply with these laws and regulations could have an adverse effect on our operating results.

Our nuclear operations subject us to various environmental, regulatory, financial and other risks.

We are subject to federal, state, local and foreign regulations governing nuclear operations and the use, packaging, handling, storage, discharge, transportation and disposal of radioactive and hazardous materials. For example, the State of New York passed a law that would prevent us from discharging radioactive wastewater associated with the decommissioning of Indian Point Energy Center into the Hudson River. While we have successfully challenged this law in the United States District Court for the Southern District of New York, the state has appealed the district court ruling. Similarly, the Massachusetts Department of Environmental Protection has denied our request to modify a wastewater permit at the Pilgrim Nuclear Power Station to allow

discharge of decommissioning-associated radioactive wastewater into Cape Cod Bay. If we are ultimately unable to discharge such wastewater into the Hudson River and/or Cape Cod Bay, we could face delays in completing the decommissioning of these sites, although if the NAMCO Restructuring is completed, we do not expect to face increased capital or operating costs associated with alternative methods of disposing of this wastewater because such responsibility is expected to shift to DEAMCO following the completion of the NAMCO Restructuring. In addition, our operations in designing, engineering, manufacturing, supplying, constructing and maintaining nuclear fuel and nuclear power equipment and components subject us to various risks, including:

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potential liabilities relating to harmful effects on the environment and human health resulting from nuclear operations and the storage, handling and disposal of radioactive materials;

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unplanned expenditures relating to maintenance, operation, security, defects, upgrades and repairs required by the NRC and other government agencies;

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limitations on the amounts and types of insurance commercially available to cover losses that might arise in connection with nuclear operations; and

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potential liabilities arising out of a nuclear, radiological or criticality incident, whether or not it is within our control.

Our nuclear operations are subject to various safety-related requirements imposed by the U.S. government, the DOE, the NRC and other foreign governments and agencies. In the event of noncompliance, these agencies might increase regulatory oversight, impose fines or shut down our operations, depending upon the assessment of the severity of the situation. For example, the NRC has conducted various inspections and issued violations related to design changes to our spent fuel cask storage products, which may result in fines, penalties and the need to seek additional approvals from the NRC for any such past or future design changes. Revised security and safety requirements promulgated by these agencies could necessitate substantial capital and other expenditures. In addition, we must comply with and are affected by laws and regulations relating to the award, administration and performance of U.S. government contracts. U.S. government contract laws and regulations affect how we do business with our customers and, in some instances, impose added costs on our business. A violation of specific laws and regulations could result in the imposition of fines and penalties or the termination of our contracts or debarment from bidding on contracts. These requirements are complex and subject to frequent change. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. Such expenditures and liabilities may adversely affect our business, financial condition, results of operations and future prospects.

Our operation, decommissioning and ownership of a fleet of nuclear power facilities subjects us to regulations, costs and liabilities uniquely associated with these types of facilities.

Under the Atomic Energy Act, our operation and ownership of the Palisades plant, and our decommissioning and ownership (prior to the completion of the NAMCO Restructuring) of the Oyster Creek Generating Station, the Pilgrim Nuclear Power Station, the Indian Point Energy Center and the Big Rock Point facility, are subject to regulation by the NRC, including requirements pertaining to, among other matters: licensing, inspection and enforcement; testing, evaluation and modification of all aspects of nuclear reactor power generation facility design and operation; environmental and safety performance; handling and storage of SNF; technical and financial qualifications; decommissioning funding assurance; and transfer and foreign ownership restrictions. The NRC may modify, suspend or revoke operating licenses (including licenses used for decommissioning activities) and impose civil or criminal penalties for failure to comply with all applicable statutes and regulations that govern nuclear power facilities or the terms of the licenses. The current facility operating license for our Palisades plant expires in 2031, though we are in the process of applying to extend the operating license to 2051.

Even though the NRC and other authorities have approved the re-powering of the Palisades plant, the NRC may revoke any operating license at a later date, require a nuclear operator to modify its operations or refuse to permit a unit to restart after any planned or unplanned outage, which could result in a temporary or permanent shut down at our Palisades plant (or any other affected nuclear plant we may own in the future). As a result of any shutdown or forced outage, we may also face substantial costs related to the storage and disposal of radioactive materials and SNF. In addition, the Palisades plant will be obligated to continue storing SNF if the DOE continues to fail to meet its contractual obligations under the Nuclear Waste Policy Act to accept and dispose of the Palisades plant’s SNF. NRC regulations also require us to demonstrate reasonable assurance that certain funds will be available to decommission each nuclear generation facility at the end of its life. There are uncertainties with respect to certain technological and financial aspects of decommissioning these facilities, and related costs may exceed the amounts available from the NDT funds. Please refer to Note 10—“Asset Retirement Obligations” of our consolidated financial statements included elsewhere in this prospectus.

In addition, a change in the Atomic Energy Act or the applicable regulations or licenses could require a substantial increase in capital expenditures or could result in increased operating or decommissioning costs. Events at nuclear plants owned by others, as well as those owned by us, could cause the NRC to initiate such actions. Our nuclear operations produce various types of nuclear waste materials, including SNF. The approval of a national repository for the storage of SNF and the timing of that facility opening may significantly affect the costs associated with storage of SNF and possibly the ultimate amounts received from the DOE to reimburse us for these costs for the nuclear plants that we may own in the future. Furthermore, new or amended NRC safety and regulatory requirements may give rise to additional operation and maintenance costs and capital expenditures, and aging equipment may require more capital expenditures to keep the Palisades plant operating efficiently. Any unexpected failure, including failure associated with breakdowns or any unanticipated capital expenditures, could result in reduced profitability. Costs associated with these risks could be substantial.

While we maintain property and liability insurance and are subject to NRC insurance requirements and the Price-Anderson Act scheme, there may be limitations on the amounts and types of insurance commercially available to us or we may have insufficient coverage with respect to any losses. Uninsured losses and other liabilities and expenses resulting from an incident at the Palisades plant, to the extent not recovered from insurers or the nuclear industry, could be borne by us. Additionally, an accident or other significant event at a nuclear facility within the United States or abroad, whether owned by us or others, could result in increased regulation and reduced public support for nuclear-fueled energy. If an incident did occur at the Palisades plant, any resulting operational loss, damages and injuries would likely have a material adverse effect on our business.

Some of our services involve the packaging, handling, transportation and disposal of radioactive and hazardous wastes and materials for our customers, which may expose us to civil liability for contamination of the environment or related personal injuries despite contractual provisions that limit our liability or provide us indemnification for such occurrences.

Some of our operations involve the packaging, handling, transportation and disposal of radioactive and hazardous wastes and materials, including nuclear fuel, nuclear equipment and their contaminated and non-contaminated components. Failure to properly classify and handle these hazardous wastes and materials could pose a health risk to humans or the environment with the potential to cause personal injury and property damage (including environmental contamination). If an accident were to occur, its severity could be significantly affected by the activity and form of the materials as well as the efficacy of the corrective action taken by us and others, including emergency response personnel. In the event of a spill or other release, there are other factors beyond our control, such as location, weather and wind conditions. Actions required in response to an accident could result in significant costs and reputational harm. In addition, activities of our contractors, suppliers or other counterparties similarly may involve toxic, hazardous and radioactive materials and we may be liable contractually, or under applicable law, to contribute to remedy damages or other costs arising from such activities.

Governmental requirements relating to the protection of the environment, including solid waste management, air quality, water quality, and the decontamination and decommissioning of nuclear manufacturing and processing facilities, including cleanup of contaminated sites, may have a substantial impact on our business. These requirements are complex, may vary by jurisdiction and are subject to change. Compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or detection of previously unknown contamination may require material expenditures or subject us to liabilities that we currently do not anticipate. Such expenditures and liabilities may adversely affect our business, financial condition, results of operations and cash flows. In addition, some of our operations and the operations of predecessor owners of some of our properties have exposed us to civil claims by third parties for liability resulting from alleged contamination of the environment or personal injuries caused by releases of hazardous substances into the environment.

We seek to contractually limit our liability, but there can be no assurance that such contractual limitations on liability will be effective in all cases or that our customers’ insurance will cover all the liabilities we have contractual protection against under those contracts. While we also maintain insurance coverage for certain types of liabilities as part of our overall risk management strategy, these policies do not protect us against all liabilities associated with accidents or for claims not covered by our insurance policies. The costs of defending against a claim arising out of a nuclear incident or emergency response action, even those that may be precautionary, and any damages awarded as a result of such a claim, could adversely affect our financial condition. For example, in certain of our radioactive waste management contracts for our decommissioning sites, we have included contractual provisions to transfer the risk of liability for spills and other environmental hazards to the counterparty once the hazardous material has left our site. However, the NRC may still enforce monetary fines or penalties against us as the licensee of the nuclear plant.

Any failure to comply with environmental laws and regulations and liability for contamination of the environment or related personal injuries may result in an increase in our operating costs and capital expenditures and a corresponding decrease in our earnings and cash flows, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Failure to obtain or comply with federal, state, local and foreign government approvals, licenses and permits may negatively affect our ability to produce, market and sell our products, solutions and services.

A majority of our operations require us to obtain, and to comply with, federal, state, local and foreign government approvals, licenses and permits. Any of these approvals, licenses or permits may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of approvals, licenses or permits may adversely affect our operations by suspending our activities or curtailing our work and may subject us to penalties and other sanctions. For example, our nuclear operations in the United States are subject to regulation by the NRC. Failure to obtain approval or renewal of our NRC licenses could result in significant disruptions to our nuclear business. Obtaining licenses and permits can be subject to extended time delays due to governmental requirements and policies as well as local official processes and availability, as well as community opposition and legal challenges to various aspects of the permitting process.

In addition, as we increasingly pursue more innovative, complex and next-generation technologies, including advanced nuclear technologies, solar power plants and energy storage solutions, we may be required to obtain new, modified or expanded licenses, approvals or permits for technologies, applications or operating models with respect to which we have limited prior operating experience. Regulatory authorities may have limited precedent for reviewing or approving such technologies, which could result in increased scrutiny, additional information requests, extended review timelines, more restrictive conditions or the imposition of requirements that are not economically feasible.

Although in the past we have managed to renew or obtain licenses in the ordinary course of business in a timely fashion, there is no guarantee that we will be able to do so in the future. Renewal could be denied or

jeopardized by various factors, including the failure to comply with environmental, health and safety laws and regulations, the failure to comply with permit conditions, violations found during inspections or otherwise, or local community, political or other opposition. In addition, where our operations are conducted through joint ventures or other collaborative arrangements, our ability to obtain or maintain required licenses and permits may be adversely affected by the actions or omissions of our joint project partners. Any failure by a partner to comply with applicable laws, regulations or permit conditions—even where we are not directly responsible for such noncompliance—could result in delays, enforcement actions, penalties or the suspension or revocation of permits applicable to the joint venture or other collaborative arrangements, or to our operations more broadly. In some cases, our inability to obtain or renew licenses or permits may also arise from challenges associated with our internal capabilities, the novelty of the technologies being deployed, evolving regulatory expectations or our limited experience operating or commercializing such technologies at scale. Costs, conditions, denials or nonrenewals, or noncompliance associated with any required permits or approvals, could result in increased costs; cessation, suspension, delay or limitation of our operations; premature unit retirements; and monetary penalties, increased compliance obligations or other types of sanctions. These risks may be heightened for FOAK projects or early commercial deployments, where regulatory frameworks are still evolving or where permitting authorities require additional operational data, testing or demonstration before granting full approvals.

If new legislation or regulations are enacted or implemented, or if existing laws or regulations are amended or are interpreted or enforced differently, we may be required to obtain additional operating approvals, licenses or permits. Moreover, changes in industry standards and governmental regulations may cause us to incur substantial costs to adapt our products, solutions and services. As regulatory regimes adapt to emerging technologies, compliance obligations may become more stringent, uncertain or costly, and we may be required to modify our designs, operating procedures or deployment timelines to meet new or revised regulatory requirements. Our inability to obtain, and to comply with, the approvals, licenses or permits required for our business could have a material adverse effect on us. In addition, our customers are often required to obtain, and comply with, approvals, licenses, or permits required for their businesses, and their failure to obtain, or comply with, those approvals, licenses or permits may negatively impact our ability to provide products and services to them and to execute our projects.

Our initiatives related to the evolving matter of sustainability, and our public statements and disclosures regarding sustainability expose us to numerous risks.

Our business may face increased scrutiny from regulators, the investment community, other stakeholders and the media related to our sustainability activities. The criteria used to evaluate sustainability practices may continue to evolve, which could result in greater expectations and may cause us to undertake costly initiatives to satisfy new criteria and comply with any new disclosure requirements. Because sustainability standards and expectations are continuing to evolve, the potential impact of these developments on our business and operations is difficult to predict and could be material. Some investors have used, and may continue to use, sustainability criteria to guide their investment strategies, and may not invest in us, or divest their holdings of our securities, if they believe our policies relating to sustainability matters are inadequate. Our customers may also require us to implement sustainability responsibility procedures or standards before they continue to do business with us. Additionally, we may face reputational challenges if our sustainability procedures or standards do not meet the standards set by certain stakeholders, which are often inconsistent in approach. Furthermore, from time to time, we may communicate certain initiatives or goals regarding sustainability matters. Our ability to achieve any stated target or initiative is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, evolving disclosure standards and/or policies established by regulators and standards organizations, stockholders, ratings agencies, and proxy advisory firms, the pace of changes in technology, the availability of requisite financing, and the availability of suppliers that can meet sustainability and other standards. Furthermore, methodologies for reporting sustainability information may be updated and previously reported information may be adjusted

to reflect improvement in the availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances. Our processes and controls for reporting sustainability information across our operations are evolving along with multiple disparate standards for identifying, measuring and reporting sustainability metrics, including sustainability-related disclosures that may be required by regulators in the jurisdictions in which we operate, and such standards may change over time, which could result in significant revisions to our current goals or reported progress in achieving such goals, or adversely impact our ability to achieve such goals in the future. Furthermore, there can be no assurance that environmental activist groups and similar organizations will not mount campaigns against us. On the other hand, our sustainability efforts may not be favored by certain stakeholders, whose priorities and expectations may not align or may be opposed to one another and/or those of the Company, and there can be no assurance that our sustainability efforts will be perceived positively, including the perception that they are not sufficiently robust, or conversely, too costly, or not otherwise in the best interests of the Company and our stockholders, and, as a result, our investor, customer and other stakeholder relationships could be damaged or this could lead to public scrutiny or reputational damage, which could adversely impact our reputation, business and results of operations. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We may become involved in litigation that may have a materially adverse effect on us.

From time to time, we are involved and may become involved in the future in various legal proceedings relating to matters incidental to the ordinary course of our business or from extraordinary corporate, tax or regulatory events, including commercial, product liability, environmental, health and safety, employment (including with respect to our former executive officers or other key employees), whistleblower, IP and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us reputational harm, and/or result in significant expenses or liability. Because of the potential risks, expenses and uncertainties of litigation, from time to time, we may settle disputes, even where we believe that we have meritorious claims or defenses. Given the inherent difficulty of predicting the outcome of any legal matter, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories, involve a large number of parties or are in the early stages of investigation or discovery, we cannot provide any assurances as to the outcome of any matter to which we currently are, or may in the future be, party. An unfavorable resolution of any such matter may result in settlements, awards, injunctions, fines and penalties and, as such, have a material adverse effect on our business, financial condition, results of operations and future prospects. In addition, any insurance coverage that we may have may not cover all claims that may be asserted against us or damages and other monetary awards awarded to the claimants. Furthermore, the amount of reserves for these matters that we may take in any fiscal period may be substantially less than our ultimate monetary liability, which, in turn, could adversely affect our results of operations for that period and, as such, negatively impact the market price of our ordinary shares. Finally, regardless of their outcome, any legal proceedings brought against us may require substantial management attention, time and legal expenses or could cause us significant reputational harm.

The nature of our business requires us to interact with various governmental entities, making us subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities, and we may be negatively or positively impacted by any change thereto.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including, among others, with respect to:

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use, packaging, handling, storage, discharge, transportation and disposal of radioactive and hazardous wastes and materials;

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design, manufacture, operations, marketing and export of nuclear technologies;

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ownership and operation of nuclear power facilities;

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employment and labor;

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tax;

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data privacy, data protection and cybersecurity of the operational and information technology we use;

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health and safety; and

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zoning and environmental issues.

Federal, state, local and foreign laws and regulations may change and may be interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. We cannot guarantee that our measures to monitor these developments and the time and resources we spent to comply with these laws, regulations and guidelines will be satisfactory to regulators or other third parties, such as our customers, who may also be subject to extensive governmental regulation.

We may need to expend substantial efforts to comply with any new and changing relevant and applicable laws and regulations, which may result in increased general and administrative expenses and a diversion of management time and attention. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition, and lead to regulatory delays that could impact our ability to obtain licenses, certificates, authorizations, permits, certifications from regulatory agencies and/or any other type of regulatory approval.

Failure to comply with these laws may result in civil and criminal penalties or private lawsuits, or the suspension or revocation of those regulatory approvals, which would prevent us from operating our business. We require regulatory approval from the NRC to construct and operate nuclear power facilities, and any additional local and state permitting requirements, as needed. Failure to comply with these laws, obtain the required regulatory approvals or receive exemptions from such regulations, as needed, could result in regulatory enforcement, violations, fines, penalties or the inability to operate our commercial deployments. Any delays in regulatory approvals could also adversely affect our ability to meet construction and operation timelines and thereby affect our financial performance.

Our nuclear power plants are subject to regulations related to nuclear safety, environmental and financial qualification, among other requirements. Regulatory approvals, such as construction permits and operating licenses issued by the NRC and DOE, are necessary for us to construct and operate our nuclear power plants. Our plans to construct and operate these facilities rely on timely receipt of such regulatory approvals. Such regulatory approval processes may be subject to change, can be technically challenging to address, may result in the imposition of conditions that impact the financial viability of our facilities and may also provide opportunities for third parties to lodge objections or file petitions against the licensing of our facilities.

Our operations are subject to numerous domestic and international laws, regulations and restrictions. Noncompliance with these laws, regulations, and restrictions could expose us to fines, penalties, suspension or debarment, which could have a material adverse effect on our profitability and overall financial condition.

We have contracts and operations in many parts of the world subject to the international trade and other laws of the United States, including the False Claims Act, the Foreign Corrupt Practices Act (the “FCPA”), the anti-boycott provisions of the Anti-Boycott Act of 2018, sanctions programs implemented by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), regulations relating to the import and export of commodities, technology and services (including the Atomic Energy Act of 1954 and the Export Control Reform Act of 2018), repatriation of earnings and exchange controls, and their foreign equivalents. These laws and

regulations are complex and frequently updated and may be inconsistently applied or enforced across jurisdictions, creating uncertainty and potential compliance challenges for our operations across multiple countries. Although we have implemented policies and procedures and provided training that we believe are sufficient to address these risks, we cannot guarantee that our operations, our employees, agents, consultants, commercial intermediaries, joint-venture partners (over which we may have limited control) or any acquired businesses have in the past been, and will in the future be, fully compliant with these laws and regulations. From time to time, we may file voluntary disclosure reports with the NRC, the DOE and the Department of Commerce regarding certain violations of United States export control laws and regulations discovered by us in the course of our business activities, employee training or internal reviews and audits. To date, our voluntary disclosures have not resulted in a fine, penalty or export privilege denial or restriction that has had a material adverse impact on our financial condition or ability to export. Several of the markets in which we currently operate are widely recognized for elevated levels of corruption, weak rule-of-law environments or inconsistent enforcement of local and international compliance standards, which increases our exposure to anti-bribery, anti-corruption and sanctions-related risks. Violations or even allegations of violations of the FCPA, OFAC sanctions, or equivalent foreign anti-corruption or sanctions laws can trigger lengthy and costly investigations by the U.S. Department of Justice, the SEC, OFAC and foreign authorities, result in substantial criminal and civil fines and penalties (including disgorgement of profits), monitorships, or deferred-prosecution agreements, lead to exclusion or debarment from government contracts worldwide (including by multilateral development banks), cause suspension or revocation of export licenses and inflict significant reputational harm.

We are subject to United States export and import control laws and regulations. Unfavorable changes in these laws and regulations or United States government licensing policies, our failure to secure timely United States government authorizations under these laws and regulations or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition, results of operations and future prospects.

The inability to secure and maintain required export licenses or authorizations could negatively impact our ability to compete successfully or market our technologies for commercial applications outside the United States. For example, if we were unable to obtain or maintain our licenses to export certain nuclear equipment, we would be effectively prohibited from exporting our nuclear technology and equipment to some or all non-United States locations, which would limit the number of our potential customers. In addition, if we were unable to obtain authorization to export our technology, hardware, code or technical assistance, we would experience a limited market for our technology, which would provide a competitive edge to international suppliers of nuclear equipment and our other products and services. In both cases, these restrictions could lead to an adverse impact on our ability to sell our commercial technology. Similarly, if we were unable to secure export authorization, we may need to implement design changes to our products to address issues with our domestic supplier chain, which may increase costs or result in delays in delivery of our technology and equipment when ordered.

Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts or limitations on our ability to enter into contracts with the United States government. In addition, any changes in export control regulations or United States government licensing policy, such as that necessary to implement United States government commitments to multilateral control regimes, may restrict our operations.

Risks related to our intellectual property

Our success depends, in part, upon our ability to establish, maintain, protect and enforce our IP. We rely upon a combination of the IP protections afforded by patents, trademarks/service marks, copyrights and trade secret laws in the United States and other jurisdictions, as well as commercial agreements, such as confidentiality agreements, assignment agreements and license agreements to establish, maintain, protect and enforce rights associated with our proprietary technologies, including our small modular reactor technology, nuclear fuel management technologies, heat exchanger technology, Holtec Green Boiler technology and other clean energy technologies. Given that some of the base technology may be many decades old, we use patents to not only protect improvements and advancements of these base technologies but also to help ensure that others cannot preclude us from using certain technologies or key design aspects.

In some circumstances, we may not be able to prevent unauthorized use of our IP, which could harm our business and competitive position. We rely, in large part, on our ability to establish, maintain, protect and enforce patent protection for our technologies, but our patent applications may not result in issued patents, in part because the questions around patentability and the large number of patents and patent applications in related fields are often complex. If a patent application does not issue, we may lose trade secrets that are disclosed and published in the patent application and third parties may be able to exploit such published information in our patent application. Therefore, failing to establish, maintain, protect and enforce patent protection may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

Even if issued, our patents may be contested, challenged, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement as compared to the United States. In addition, the claims of any patents that issue from our patent applications may be narrowed in scope during prosecution or challenged as invalid, or may simply not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours (for example if competitors can “design around” our patents).

We also may, in some circumstances, rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and help maintain our business and competitive position. We may not be able to prevent the unauthorized disclosure or use of our trade secrets, know-how, or other proprietary information that we consider to be confidential, by the parties to these agreements, despite the existence of confidentiality provisions and other contractual restrictions. If any of the suppliers, subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements breach or violate the terms of any of these agreements, it is possible that we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. For example, certain of our proprietary technologies, including confidential information not disclosed through patents, have been misappropriated in the past by foreign, government-controlled entities, resulting in financial harm to us. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets, know-how or other proprietary information is expensive and time-consuming, and the outcome is unpredictable. Courts outside the United States are sometimes less willing to protect trade secrets, know-how or other proprietary information. If any of our trade secrets, know-how or other proprietary information were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate, from using that technology or information to compete with us.

The United States Government may exercise march-in rights which could result in compulsory licensing of certain of our IP.

A few of our technologies have been developed with partial funding from the DOE. Inventions conceived or first actually reduced to practice under agreements with the DOE (“subject inventions”) grant the United States

Government certain rights and impose specific obligations on our ability to practice and license these inventions. Specifically, the United States Government obtains a worldwide, nonexclusive, nontransferable, irrevocable, paid-up license to practice or have the subject invention practiced for or on behalf of the United States Government and we are generally obligated to ensure that any products embodying or produced through the use of any subject invention will be manufactured substantially in the United States unless the United States Government determines that it is not commercially feasible to do so. Failure to abide by the United States competitiveness requirements for domestic manufacture of certain subject inventions may also cause us to forfeit and assign all rights to certain inventions to the DOE. Another right the United States Government has in subject inventions—although it has never exercised such a right in the approximately 45 years since the Bayh-Dole Act was enacted—is march-in rights whereby the United States Government may require us to license a patent on reasonable terms under very limited circumstances, such as if we or a licensee are not commercializing the invention or if there is a violation of the domestic manufacturing requirement in 35 U.S.C. § 204.

We may need to defend ourselves and our customers against claims of IP infringement, misappropriation or other violation which may be time-consuming and could cause us to incur substantial fees and costs.

Companies, organizations or individuals, including our existing and future competitors, may hold or obtain patents, trademarks/service marks or other IP rights that would prevent, limit or interfere with our ability to develop our IP and make, use, develop, import, offer to sell or sell our technologies, which could make it more difficult for us to operate our business. From time to time, we have received, and may in the future receive, inquiries from holders of patents or trademarks/service marks or other IP rights inquiring whether we are infringing, misappropriating or otherwise violating such IP rights. Companies, organizations or individuals, including our existing and future competitors, may also seek court declarations that they do not infringe, misappropriate or otherwise violate our IP rights. Companies holding patents or other IP rights similar to our technology have in the past, and may bring proceedings alleging infringement, misappropriation or other violation of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed, misappropriated or otherwise violated a third party’s IP rights, we may be required to do, among other things, one or more of the following: (i) cease making, using, offering to sell, selling or importing our technologies that incorporate the challenged IP; (ii) pay substantial damages; (iii) pay for and obtain a license from the holder of the infringed, misappropriated or otherwise violated IP right, which may not be available on reasonable terms or at all; or (iv) redesign part or all of our technology. In the event of a successful claim of infringement, misappropriation or other violation against us and our failure or inability to obtain a license to the infringed, misappropriated or otherwise violated IP rights, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation, or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s focus and attention.

Furthermore, our agreements with our customers and other third parties typically include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of certain third-party IP claims. Accordingly, the risks identified in the preceding paragraph would be equally applicable in situations where customer indemnification is required. We may not always be successful in limiting our liability with respect to such obligations and could become subject to large indemnity payments or damages claims from contractual breach, which could harm our business, financial condition, results of operations or future prospects.

Additionally, our confidentiality and IP assignment agreements with our employees, consultants and contractors generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive IP. Those agreements may not be honored and obligations to assign IP may be challenged or breached, and we cannot guarantee that we will have executed such agreements with all such employees, consultants or contractors. Moreover, there may be some circumstances where we are unable to negotiate for such ownership rights.

We may be subject to claims that former employees, collaborators or other third parties have an interest in our patents or other IP as an owner, a joint owner, a licensee, an inventor or a co-inventor. In the latter two cases, it is possible that the failure to name the proper inventors on a patent application could result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, or conflicting obligations of third parties involved in developing our patented technology or as a result of questions regarding co-ownership of potential joint inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and ownership. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such IP. If we fail in defending any such claims, in addition to paying monetary damages, we may narrow the scope or lose exclusive ownership of, or right to use or license, valuable IP. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our technologies.

We cannot guarantee that any of our patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete because there may be hundreds of thousands of relevant patents worldwide. We also cannot be certain that we have identified every third-party patent and pending application in the United States and abroad that is relevant to or necessary for our technologies or the commercialization thereof in any jurisdiction. The scope of a patent claim is generally determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be rejected by a court of competent jurisdiction. Our determination of the expiration date of any patent in the United States or abroad that we consider relevant may be incorrect or inaccurate. Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market our technologies.

In addition, there are several circumstances under which a patent application may not be published and accessible to us or our licensors. For example, patent applications in the United States and many foreign jurisdictions are typically not published until 18 months after filing, but some patent applications in the United States may be maintained in secrecy until the patents are issued. Publications in the scientific literature also often lag behind actual discoveries. Therefore, we cannot be certain that others have not filed patent applications for technology covered by our issued patents or our pending applications, or that we were the first to invent the technology. Our competitors may have filed, and may in the future file, patent applications for technology similar to our technologies without us knowing. Any such patent application may have priority over our patent applications or patents, which could require us to procure rights to issued patents covering such technologies in order to avoid infringement claims. Thus far, we have not encountered such a situation, but there can be no assurance that such a situation would not occur in the future.

We enjoy only limited geographical protection with respect to certain patents and may not be able to protect our IP rights throughout the world.

We seldom secure worldwide patent rights for our proprietary technologies for reason of cost. Also, some jurisdictions, such as India, do not allow patent protection for most nuclear-based technologies. Accordingly, we may not be able to protect our IP rights in certain jurisdictions and their legal systems. Procuring patent rights in multiple jurisdictions would be cost prohibitive because individual patent offices in different jurisdictions will have to examine each patent application separately. Therefore, costs such as examination fees, translation fees and attorney fees are considered when the costs may outweigh the commercial advantages. Once a patent is issued, we (or our licensors under the applicable license agreement) will also have the continued obligation of paying maintenance fees periodically to avoid patents from becoming abandoned or lapsed. The breadth of

claims in patents may vary from jurisdiction to jurisdiction. For instance, certain patent offices may require narrower claims, resulting in patent rights that are less extensive. Furthermore, we may not be able to obtain patents in some jurisdictions even if we obtain patents in other jurisdictions. Accordingly, our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection or pending patent applications. In addition, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. Many countries also limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business and financial condition may be adversely affected.

Our future success will depend, in part, on our ability to develop new technologies.

Virtually all products produced and sold by us are highly engineered and require sophisticated manufacturing and system-integration techniques and capabilities. The commercial and government markets in which we operate are characterized by rapidly changing technologies. In addition, product and program needs of our government and commercial customers change and evolve regularly. Accordingly, to remain competitive in the future, we will need to continue to invest financial resources, including through internal research and experimentation, acquisitions, or other teaming arrangements, to:

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identify emerging technological trends in our current and target markets;

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develop and manufacture competitive products, systems and services;

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enhance our offerings by adding technological innovations that differentiate our products, systems and services from those of our competitors; and

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develop, manufacture and bring those products, systems and services to market quickly at cost-effective prices.

These expenditures could divert our attention and resources from other projects, and we cannot be sure that these expenditures will ultimately lead to the timely development of new offerings and technologies or identification of and expansion into new markets. We may, in the future, experience delays in completing the development and introduction of new products. Any delays could result in increased costs of development or deflect resources from other projects. In addition, there can be no assurance that the market for our products will develop or continue to expand or that we will be successful in newly identified markets as we currently anticipate.

We rely on IP licenses from third parties.

In some instances, we have augmented or may in the future choose to augment our technology base by licensing the proprietary IP of third parties. In the future, we may not be able to obtain necessary licenses on commercially reasonable terms, which could have a material adverse effect on our operations. Furthermore, the commercialization of certain technologies may require obtaining a license from a third party to ensure compliance with government regulatory requirements, and permission for obtaining and continuing such a license cannot be guaranteed. This may prevent us from having the ability to make certain commercial offerings and may require us to invest additional resources in developing alternative solutions to meet regulatory standards. Furthermore, given the often complex nature of trade secret and know-how rights, a third party that licenses trade secret or know-how to us may allege misappropriation or other violation based on an understanding of the owner’s trade secret or know-how rights that exceeds the scope of rights as understood by us.

We also anticipate licensing patents and other IP from third parties, and we may face claims that the use of this IP infringes the rights of other third parties. Our rights to indemnification or damages under our license contracts may be unavailable or insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of the litigation, and other factors.

We rely on open-source software in our technology.

We use and may continue to use open-source software in our technology, including software licensed under widely used and permissive open-source licenses such as MIT, BSD and Apache 2.0, which are common in the software industry and generally allow modification and commercial use with limited restrictions. The terms of various open-source software licenses to which we are subject are ambiguous and have not or may have not been interpreted by courts in the relevant jurisdictions, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or provide our technology. Certain open-source software licenses contain requirements that we make available source code for modifications or derivative works we create. If we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source software licenses, be required to release the source code of our proprietary software to the public on unfavorable terms or at no cost. Any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract may allow our competitors to create similar products with lower development effort and time. From time to time, there have been claims against companies that use open-source software in their technology asserting that the use of such open-source software infringes the claimants’ IP rights. Additionally, if an open-source software licensor were to allege that we had not complied with the conditions of the relevant open-source software license, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages and required to comply with onerous conditions or restrictions on our technology. We could also be required to re-engineer all or a portion of our technology, which could require significant additional research and development resources, and we may not be able to successfully complete any such re-engineering efforts. The use and distribution of open-source software may also entail greater risks than the use of third-party commercial software, as open-source software licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code, including with respect to security vulnerabilities where open-source software may be more susceptible. While we maintain controls over our use of open-source software through our software development and code check-in processes and utilize automated scanning tools to regularly review our source code repositories for open-source components and license compliance, we cannot ensure that we have effectively monitored our use of open-source software, or validated the quality or source of such software, or that we are always in compliance with the terms of the applicable open-source software license or our current policies and procedures. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Risks related to our corporate structure, tax matters, our Class A common stock and this offering

We are a holding company and, upon completion of the Reorganization and this offering, will have no material assets other than our ownership of equity interests in our subsidiaries. See “Organizational Structure” in this prospectus for additional information. We have no independent means of generating revenue. Substantially all of our assets are held through subsidiaries of Holtec International. Holtec International’s cash flow is dependent on cash distributions from its subsidiaries, and, in turn, substantially all of our cash flow is dependent on cash distributions from Holtec International. We will also incur expenses related to our operations and will have obligations to make payments under the Tax Receivable Agreement. The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its equity holders.

Holtec International’s ability to make distributions to us depends on its subsidiaries’ ability to first satisfy their obligations to their creditors. We intend to cause Holtec International to make distributions to us pursuant to the Holtec International LLC Agreement in an amount sufficient to cover our expenses, all applicable taxes payable and dividends, if any, declared by us and enable us to make payments under the Tax Receivable Agreement. Deterioration in the financial conditions, earnings or cash flow of Holtec International and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Thus, our ability to cover our expenses, all applicable taxes payable and dividends, if any, declared by us depends on Holtec International’s ability to first satisfy its obligations to its creditors.

In addition, our participation in any distribution of the assets of any of our direct or indirect subsidiaries upon any liquidation, reorganization or insolvency is only after the claims of such subsidiaries’ creditors, including trade creditors, are satisfied. Furthermore, the DOE LGA contains negative covenants, limiting the ability of our subsidiaries to declare or pay dividends or make distributions. To the extent that we need funds, and our subsidiaries are restricted from declaring or paying such dividends or making such distributions under applicable law or regulations, or otherwise unable to provide such funds, for example, due to restrictions in future financing arrangements that limit the ability of our operating subsidiaries to distribute funds, our liquidity and financial condition could be materially harmed.

We will enter into a Tax Receivable Agreement with the TRA Beneficiaries and the representative of the TRA Beneficiaries (the “TRA Representative”). The Tax Receivable Agreement will provide for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of (i) certain increases in the tax basis of assets of Holtec International and its subsidiaries resulting from exchanges of Class B Interests in the future, (ii) certain tax attributes of Holtec International and subsidiaries of Holtec International (including the existing tax basis of assets owned by Holtec International or its subsidiaries, which may be increased as a result of the anticipated distributions of cash to Holtec Holdings and Holtec International Holdco as described under “Use of Proceeds”) that exist as of the time of this offering or may exist at the time when Class B Interests are exchanged for shares of Class A common stock and (iii) certain other tax benefits related to Holtec Nuclear entering into the Tax Receivable Agreement, including tax benefits attributable to payments that Holtec Nuclear makes under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these deemed net cash tax savings.

The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or have expired, unless we exercise our right to terminate the Tax Receivable Agreement (or it is terminated due to our breach of a material obligation thereunder), in which case, we will be required to make the termination payment specified in the Tax Receivable Agreement. In addition, upon a change of control, our (or our successor’s) future payments under the Tax Receivable Agreement for each taxable year after any such event would also be computed using certain assumptions (instead of our or our successor’s actual realized cash tax savings). In addition, payments we make under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. If Holtec Holdings and Holtec International Holdco were to exchange all of their Class B Interests, we would recognize a total deferred tax asset of approximately $ and a related liability for payments under the Tax Receivable Agreement of approximately $ , assuming (i) that Holtec Holdings and Holtec International Holdco exchanged all of their Class B Interests immediately after the completion of this offering at an initial public offering price of $ per share of Class A common stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 21% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the Tax Receivable Agreement. The actual future payments to the TRA Beneficiaries will vary based on the factors discussed below, and estimating the amount and timing of payments that may be made under the Tax

Receivable Agreement is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events. We expect to receive distributions from Holtec International in order to make any required payments under the Tax Receivable Agreement. However, we may need to incur debt to finance payments under the Tax Receivable Agreement to the extent such distributions or our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

The amount and timing of any payments under the Tax Receivable Agreement will vary depending on a number of factors, including the price of our Class A common stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local tax rates then applicable; the amount of each exchanging member’s tax basis in its interests at the time of the relevant exchange; the depreciation and amortization periods that apply to the assets of Holtec International and its subsidiaries; the timing and amount of any earlier payments that we may have made under the Tax Receivable Agreement and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. We expect that, as a result of the increases in the tax basis of the tangible and intangible assets of Holtec International attributable to the exchanged Class B Interests and certain other tax benefits (including the existing tax basis of assets owned by Holtec International or its subsidiaries), the payments that we will be required to make to the holders of rights under the Tax Receivable Agreement could be substantial. There may be a material negative effect on our financial condition and liquidity if, as described below, the payments under the Tax Receivable Agreement exceed the actual benefits we receive in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to us by Holtec International are not sufficient to permit us to make payments under the Tax Receivable Agreement.

In certain circumstances, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits, if any, that we actually realize.

The Tax Receivable Agreement will provide that if (i) we materially breach any of our material obligations thereunder or the Tax Receivable Agreement is rejected by operation of law or (ii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments would be accelerated and become immediately due and payable. The amount due and payable in those circumstances is based on the present value (at a discount rate equal to the secured overnight financing rate (“SOFR”) plus 100 basis points) of projected future tax benefits that are based on certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential future tax benefits that are subject to the Tax Receivable Agreement. Based on such assumptions, if we were to exercise our termination right, or if the Tax Receivable Agreement is otherwise terminated, immediately following the consummation of this offering, the aggregate amount of the termination payments would be approximately $ . In addition, upon a change of control, our (or our successor’s) payments under the Tax Receivable Agreement for each taxable year after any such event would be based on certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential tax benefits that are subject to the Tax Receivable Agreement.

As a result of the foregoing, we would be required to make an immediate cash payment that may be made significantly in advance of the actual realization, if any, of such future tax benefits. We could also be required to make cash payments to the TRA Beneficiaries that are greater than 85% of the actual cash tax savings we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise. We may not be able to fund or finance our obligations under the Tax Receivable Agreement.

We will not be reimbursed for any payments made to the TRA Beneficiaries under the Tax Receivable Agreement in the event any tax benefits are disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine and the IRS or another tax authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such challenge. If any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, we would be entitled to reduce future amounts otherwise payable to a holder of rights under the Tax Receivable Agreement to the extent the holder has received excess payments. However, the required final and binding determination that a holder of rights under the Tax Receivable Agreement has received excess payments may not be made for a number of years following commencement of any challenge, and we will not be permitted to reduce its payments under the Tax Receivable Agreement until there has been such a final and binding determination, by which time sufficient subsequent payments under the Tax Receivable Agreement may not be available to offset prior payments for disallowed benefits. We will not be reimbursed for any payments previously made under the Tax Receivable Agreement if the basis increases described above are successfully challenged by the IRS or another taxing authority. Moreover, payments under the Tax Receivable Agreement are calculated on the basis of certain assumptions, which may deviate from reality, including, for example, (i) that the increase in tax basis of the assets of Holtec International that results from exchanges of Class B Interests for shares of Class A common stock will be determined without regard to the existing tax basis of the assets of Holtec International and (ii) if we hold Class B Interests through one or more wholly owned subsidiaries, the assumption that no such subsidiary exists and we hold all of our Class B Interests directly. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefit that we actually realize in respect of the increases in tax basis (and utilization of certain other tax benefits) and we may not be able to recoup those payments, which could adversely affect our financial condition and liquidity.

In certain circumstances, Holtec International will be required to make distributions to us and the other members of Holtec International, including the TRA Beneficiaries, and the distributions that Holtec International will be required to make may be substantial. To the extent we receive tax distributions in excess of our actual tax liabilities and retain such excess cash, the other members of Holtec International, including the TRA Beneficiaries, would benefit from such accumulated cash balances if they exercise their exchange right.

The Holtec International LLC Agreement will provide, subject to the terms of any current or future debt or other arrangements, for: (i) pro rata tax distributions to the members of Holtec International in an amount generally intended to allow us to satisfy our actual income tax liabilities with respect to our allocable share of the income of Holtec International; (ii) pro rata tax distributions to the members of Holtec International in an amount generally intended to allow us to make payments under the Tax Receivable Agreement that we will enter into with Holtec International and the TRA Beneficiaries in connection with the closing of this offering and any subsequent tax receivable agreements that we may enter into in connection with future acquisitions; and (iii) to the extent cash is available, additional pro rata tax distributions to the members of Holtec International in an amount generally intended to allow the members of Holtec International (other than us) to satisfy their estimated tax liabilities with respect to their allocable share of the income of Holtec International, based on certain assumptions and conventions. For this purpose, the determination of available cash will take into account, among other factors, (i) the existing indebtedness and other obligations of Holtec International and its subsidiaries and their anticipated borrowing needs, (ii) the ability of Holtec International and its subsidiaries to take on additional indebtedness on commercially reasonable terms, (iii) capital expenditures and (iv) cash reserves for the proper conduct of our business.

The amount of such additional tax distributions to the members of Holtec International (other than us) to satisfy their assumed tax liabilities will be determined based on certain assumptions, including assumed income tax rates, and will be calculated after taking into account other distributions (including other tax distributions) made by Holtec International. Additional tax distributions may significantly exceed the actual tax liability for many of the members of Holtec

International, including us. Our board of directors will determine the appropriate uses for any such excess cash, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash) to our stockholders. If we retain the excess cash we receive from such distributions, the members of Holtec International, including the TRA Beneficiaries, would benefit from any value attributable to such accumulated cash balances as a result of their exercise of the exchange right. As a result, public stockholders of our Class A common stock will not benefit from any such tax distribution in the same manner as a TRA Beneficiary that exercises its exchange right. However, we may take steps to eliminate any material excess cash balances, which could include, but are not necessarily limited to, a distribution of the excess cash to holders of shares of our Class A common stock or the reinvestment of such cash in Holtec International for additional Class A Interests. We may also adjust the exchange ratio between Class B Interests and shares of our Class A common stock to take into account any material excess cash balances that we retain.

In addition, the tax distributions that Holtec International may be required to make may be substantial, and the amount of any additional tax distributions Holtec International is required to make likely will exceed the tax liabilities that would be owed by a corporate taxpayer similarly situated to Holtec International. Funds used by Holtec International to satisfy its obligation to make tax distributions will not be available for reinvestment in our business, except to the extent we or certain other members of Holtec International use any excess cash received to reinvest in Holtec International for additional Class A Interests. In addition, because cash available for additional tax distributions will be determined by taking into account the ability of Holtec International and its subsidiaries to take on additional borrowing, Holtec International may be required to increase its indebtedness in order to fund additional tax distributions. Such additional borrowing may adversely affect our results of operations, cash flows and financial position by, without limitation, limiting our ability to borrow in the future for other purposes, such as capital expenditures, and increasing our interest expense and leverage ratios. See “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Exchange right; Holtec International LLC Agreement.”

We may be required to pay additional taxes because of the U.S. federal partnership audit rules and potentially also state and local tax rules.

Under the U.S. federal partnership audit rules, subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction or credit of an entity (and any holder’s share thereof) is determined, and taxes, interest and penalties attributable thereto are assessed and collected, at the entity level. Holtec International (or any of its applicable subsidiaries or other entities in which Holtec International directly or indirectly invests that are treated as partnerships for U.S. federal income tax purposes) may be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a member of Holtec International (or such other entities), could be required to indirectly bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Audit adjustments for state or local tax purposes could similarly result in Holtec International (or any of its applicable subsidiaries or other entities in which Holtec International directly or indirectly invests) being required to pay or indirectly bear the economic burden of state or local taxes and associated interest, and penalties.

Under certain circumstances, Holtec International or an entity in which Holtec International directly or indirectly invests may be eligible to make an election to cause members of Holtec International (or such other entity) to take into account the amount of any understatement, including any interest and penalties, in accordance with such member’s share in Holtec International in the year under audit. We will decide whether or not to cause Holtec International to make this election; however, there are circumstances in which the election may not be available and, in the case of an entity in which Holtec International directly or indirectly invests, such decision may be outside of our control. If Holtec International or an entity in which Holtec International directly or indirectly invests does not make this election, the then-current partners of Holtec International could economically bear the burden of the understatement.

If Holtec International were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Holtec International might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that Holtec International does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is an entity that otherwise would be treated as a partnership for U.S. federal income tax purposes, the interests of which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exchanges of Holtec International interests pursuant to the Holtec International LLC Agreement or other transfers of Holtec International interests could cause Holtec International to be treated like a publicly traded partnership. From time to time, the U.S. Congress has considered legislation to change the tax treatment of partnerships and there can be no assurance that any such legislation will not be enacted or if enacted will not be adverse to us.

If Holtec International were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and Holtec International, including as a result of our inability to file a consolidated U.S. federal income tax return with Holtec International. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Holtec International’s assets) were subsequently determined to have been unavailable.

Changes in tax laws, or adverse outcomes resulting from tax increases or an examination of our income or other tax returns, could adversely affect our business, financial condition, results of operations and future prospects.

We are subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions, including the United States, may be subject to change. Any changes in our effective tax rates or tax liabilities could adversely affect our business, financial condition, results of operations and future prospects. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

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changes in the valuation of our deferred tax assets and liabilities;

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expected timing and amount of the release of any tax valuation allowances;

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expansion into or future activities in new jurisdictions;

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the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities;

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tax effects of share-based compensation; and

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changes in tax laws, tax regulations, accounting principles or interpretations or applications thereof.

Our interpretation and application of these laws and regulations as well as compliance with specific tax filing requirements, payment obligations and transfer pricing regulations require significant judgment and the use of assumptions and estimates. Our effective tax rate and tax filings reflect our interpretation of such tax laws. As a result, we are exposed to the risk that tax authorities in any of these jurisdictions could disagree with our interpretations of the applicable tax laws or our tax calculations’ methodologies, including the classification of our revenues, the pricing of our intercompany transactions or the determinations of the jurisdictions to which profits are attributed. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. We may be subject to income tax audits by various tax authorities.

An adverse resolution by one or more taxing authorities could have a material impact on our finances. Furthermore, we may be unable to utilize any net operating losses in the event a change in control is determined to have occurred. In sum, any changes in tax laws or regulations, or in their interpretation by the relevant authorities, the outcome of any tax audits or changes to our taxation as a result of any expansion or modification of our products and services, operations or corporate structure, could adversely affect our business, financial condition, results of operations and future prospects. In addition, an adverse outcome arising from an examination of our income or other tax returns could result in higher tax exposure, penalties, interest or other liabilities that could have an adverse effect on our operating results and financial condition.

We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2025, we identified material weaknesses in our internal control over financial reporting. Due to our insufficient number of staff performing accounting and reporting functions, the material weaknesses identified relate to a lack of segregation of duties within our financial reporting function, resulting in a limited level of multiple reviews among those tasked with preparing the financial statements, resulting in the need for adjustments. Specifically, we did not design and maintain effective controls over account reconciliations and accounting policies and processes and determining the correct accounting treatment over complex transactions and arrangements.

These control deficiencies could result in a misstatement in our accounts or disclosures that would result in a material misstatement to the annual financial statements that would not be prevented or detected. Accordingly, we determined that these control deficiencies constitute material weaknesses.

We have addressed some of the issues identified in the prior year that contributed to such material weaknesses and are in the process of implementing additional measures designed to improve our internal control over financial reporting and remediate the control deficiencies that led to the material weaknesses. We plan to complete the following remedial actions:

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hire additional full-time accounting resources with appropriate levels of accounting knowledge and expertise, including a Senior Director of Accounting and Senior Staff Accountants to address staffing shortages and enable a proper segregation of duties;

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implement enhanced system-level access controls within our financial accounting software to restrict user access to only those functions necessary for their specific job responsibilities (the “principle of least privilege”), thereby preventing individuals from having end-to-end control over a single financial process;

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establish a rigorous secondary review process performed by personnel independent of the initial preparation of financial data, specifically for the high-risk areas of complex technical accounting estimates;

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enhance controls over the review of significant transactions for proper accounting and disclosure treatment under GAAP;

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enhance process and controls over account reconciliations;

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enhance our accounting policies and practices; and

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implement a formalized Disclosure Committee to assist with the identification of all significant transactions and adequacy of financial statement disclosures.

If we are unable to further implement and maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq and Nasdaq Texas on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

Furthermore, we cannot assure you that the actions we may take in the future will be sufficient to prevent or avoid potential future material weaknesses, including with regard to the matters previously remediated. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods.

Any failure to implement and maintain effective internal control over financial reporting could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will be required to include in our periodic reports that are filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed Nasdaq and Nasdaq Texas.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act, will increase our costs and demands on our general and administrative functions.

As a public company, we will be required to comply with laws, regulations and requirements that we have never had to comply with before, including certain corporate governance provisions of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations of the SEC and the requirements of Nasdaq and Nasdaq Texas. We will be required to:

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maintain a comprehensive compliance function;

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comply with rules promulgated by Nasdaq and Nasdaq Texas;

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continue to prepare and distribute periodic public reports but those that will be more extensive and in compliance with our obligations under the federal securities laws;

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establish, maintain and update various internal policies, such as those relating to insider trading; and

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involve and retain to a greater degree outside counsel and accountants in the above activities.

Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and significantly increase our costs and expenses. Such costs could have a material adverse effect on our business, financial condition, results of operations and future prospects.

Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Furthermore, while we generally must comply with Section 404 of the Sarbanes-Oxley Act for our fiscal year ending December 31, 2026, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting until as late as our annual report for the fiscal year ending December 31, 2030. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, operated or reviewed or that discloses a material weakness identified by our management in our internal control over financial reporting. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

We cannot be certain at this time that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that we or our independent registered public accounting firm will not identify additional material weaknesses in our internal control over financial reporting. If we fail to comply with the requirements of Section 404 or if we or our independent registered public accounting firm identify and report such material weaknesses, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the price of our Class A common stock. Furthermore, additional material weaknesses in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. Additionally, as an emerging growth company, we are required to present in this prospectus, and the registration statement of which this prospectus forms a part, only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure. We will remain as an emerging growth company for up to five years, although we will lose that status sooner if we have

more than $1.235 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A common stock held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. Additionally, we intend to take advantage of the extended transition periods for the adoption of new or revised financial accounting standards under the JOBS Act, until we are no longer an emerging growth company. Our election to use the transition periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the extended transition periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards.

If some investors find our Class A common stock to be less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

The initial public offering price of our Class A common stock may not be indicative of the market price of our Class A common stock after this offering. In addition, an active, liquid and orderly trading market for our Class A common stock may not develop or be maintained, and our stock price may be volatile.

Prior to this offering, our Class A common stock was not traded on any market. An active, liquid and orderly trading market for our Class A common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our Class A common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A common stock, you could lose a substantial part or all of your investment in our Class A common stock. The initial public offering price will be negotiated between us and representatives of the underwriters, based on numerous factors which we discuss in “Underwriting,” and may not be indicative of the market price of our Class A common stock after this offering. Consequently, you may not be able to sell shares of our Class A common stock at prices equal to or greater than the price paid by you in this offering.

The following is a non-exhaustive list of factors that could affect our stock price:

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our operating and financial performance;

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quarterly variations in our financial and operating results;

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the public reaction to our press releases, our other public announcements and our filings with the SEC;

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strategic actions by our competitors;

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our failure to meet revenue or earnings estimates by research analysts or other investors;

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changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;

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speculation in the press or investment community;

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the failure of research analysts to cover our Class A common stock;

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sales of our Class A common stock by Holtec Holdings or other stockholders, or issuances of additional shares of our Class A common stock, or the perception that such sales or issuance may occur;

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changes in accounting principles, policies, guidance, interpretations or standards;

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additions or departures of key management personnel;

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actions by our stockholders;

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general market conditions, including fluctuations in commodity prices;

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domestic and international economic, legal and regulatory factors unrelated to our performance; and

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the realization of any risks described under this “Risk Factors” section.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and materially harm our business, operating results and financial condition.

The dual class structure of our common stock has the effect of concentrating voting control with Holtec Holdings, and this will limit or preclude your ability to influence corporate matters.

Our Class B common stock has 10 votes per share, and our Class A common stock, which is the stock we are offering in our initial public offering, has one vote per share. Following the completion of this offering and the Reorganization, Holtec Holdings, which is controlled by our founder and long-serving CEO, will initially have % of the combined voting power of our common stock. Because of the ten-to-one voting ratio between our Class B common stock and Class A common stock until the Sunset, Holtec Holdings will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding shares of our Class A common stock and Class B common stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future. Our voting structure may also have anti-takeover effects, preventing a change in control transaction that stockholders might consider to be in their best interest.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, other than certain intra-family transfers, transfers to controlled entities, or transfers for estate planning or certain charitable purposes as provided in our certificate of incorporation. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, Holtec Holdings retains a significant portion of its holdings of Class B common stock for an extended period of time, Holtec Holdings could, in the future, continue to control a majority of the combined voting power of our Class A common stock and Class B common stock. For a description of the dual class structure, see “Organizational Structure” and “Description of Capital Stock—Common stock.”

Holtec Holdings has the ability to direct the voting of a majority of our voting stock, and its interests may conflict with those of our other stockholders.

Upon completion of this offering, given its share ownership following our initial public offering, Holtec Holdings, which is controlled by our founder and long-serving CEO, will be able to control matters requiring stockholder approval, including the election of directors (although we will have a majority of independent directors), changes to our organizational documents and significant corporate transactions. In addition, our certificate of incorporation will provide holders of Class B common stock (including Holtec Holdings and its permitted transferees) with the sole right to elect Dr. Krishna P. Singh and Martha Singh as directors of our board of directors. This concentration of ownership makes it unlikely that you or any other holder or group of holders of our Class A common stock will be able to direct the way we are managed or the direction of our business without the concurrence of Holtec Holdings. The interests of Holtec Holdings with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities

and attempts to acquire us, may not be fully aligned with the interests of our other stockholders due to its relative tax positions, financial planning objectives or other reasons. See “Description of Capital Stock” and “Management—Composition of our board of directors.”

Conflicts of interest could arise in the future between us, on the one hand, and Holtec Holdings and entities owned by or affiliated with it (including Holtec Asia, MSI and the Legacy Stockholders), on the other hand, concerning, among other things, business transactions, potential competitive business activities or business opportunities.

Conflicts of interest could arise in the future between us, on the one hand, and Holtec Holdings and entities owned by or affiliated by it (including Holtec Asia, MSI and the Legacy Stockholders), on the other hand, concerning, among other things, business transactions, potential competitive business activities or business opportunities. In the normal course of business, we have engaged in transactions with some of these companies. See “Certain Relationships and Related Person Transactions.” Furthermore, Holtec Holdings and other businesses owned by or affiliated with it may now, or in the future, directly or indirectly, compete with us for investment or business opportunities.

Holtec Holdings and its affiliates are not restricted from owning assets or engaging in businesses that compete directly or indirectly with us and, pursuant to the corporate opportunity waiver included in our certificate of incorporation in connection with this offering, will not have any duty to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business as us, including those business activities or lines of business deemed to be competing with us, or doing business with any of our customers or vendors.

Holtec Holdings or its affiliates may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. In addition, Holtec Holdings and its affiliates may dispose of their interests in other companies or other assets in the future, without any obligation to offer us the opportunity to purchase any of those interests or assets.

Our certificate of incorporation will authorize our board of directors to issue preferred stock without stockholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. If our board of directors elects to issue preferred stock with premium voting or certain other rights, it could be more difficult for a third party to acquire us. In addition, some provisions of our certificate of incorporation and bylaws, such as those described under “Description of Capital Stock—Anti-Takeover Effects of Provisions of Our Certificate of Incorporation, Our Bylaws and Delaware Law—Provisions of Our Certificate of Incorporation and Bylaws and Delaware Law That May Have an Anti-Takeover Effect” could make it more difficult for a third party to initiate a proxy contest or to acquire control of us without the consent of our board of directors and majority vote of our stockholders, even if the change of control would be beneficial to our stockholders.

Our certificate of incorporation will provide that, unless we elect in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or, if such court does not have subject matter

jurisdiction thereof, the federal district court of the State of Delaware or other state courts of the State of Delaware, will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on our behalf, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, employees or stockholders to us or our stockholders, (iii) any action, suit or proceeding asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Investors in shares of our capital stock will be bound by these provisions, which may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or stockholders, which may discourage such lawsuits against us and such persons, or increase the costs to bring such lawsuits.

Our certificate of incorporation will also provide that the federal district courts of the United States will be the exclusive forum for any complaint asserting a cause of action under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce this forum provision providing for exclusive jurisdiction of federal district courts with respect to suits brought to enforce any duty or liability created by the Securities Act. If a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, results of operations and future prospects.

The above-summarized choice of forum limitations will not apply to suits brought to enforce a duty or liability created by the Exchange Act.

Investors in this offering will experience immediate and substantial dilution of $ per share.

Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), purchasers of our Class A common stock in this offering will experience an immediate and substantial dilution of $ per share in the net tangible book value per share of Class A common stock from the initial public offering price, and our historical and pro forma net tangible book value as of March 31, 2026, would be $ per share and $ per share, respectively. See “Dilution.”

While we look forward to the opportunity to pay dividends in the future, we do not presently anticipate paying any cash dividends on our Class A common stock in the foreseeable future. Consequently, unless we revise our dividend policy and are released from the provisions in the DOE LGA that restrict the payment of dividends, your only opportunity to achieve a return on your investment in us will be if you sell your Class A common stock at a price greater than the price that you paid for it. There is no guarantee that the price of our Class A common stock that will prevail in the market will ever exceed the price that you pay in this offering. See “Dividend Policy.”

Future sales of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

There will likely be additional sales and issuances of shares of Class A common stock or securities that are convertible or exchangeable therefor, whether in the case of newly issued shares and securities by us or in the

case of third-party sales by large stockholders. We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock.

In addition, upon the expiration or earlier waiver of the lock-up restrictions on transfers or sales of our securities following the completion of this offering, Holtec Holdings, which is entitled to exchange its Class B Interests on a one-for-one basis for shares of our Class A common stock, will not be subject to any obligation to maintain its ownership interest in us and may elect at any time thereafter to sell all or a substantial portion of or otherwise reduce its ownership interest in us. Furthermore, Holtec Holdings will be party to a registration rights agreement, which will require us to effect the registration of any shares of Class A common stock that it beneficially owns in certain circumstances no earlier than the expiration of the lock-up period contained in the underwriting agreement entered into in connection with this offering. See “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Registration Rights Agreement.”

In connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our Class A common stock issued or reserved for issuance under our long-term incentive plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144, shares registered under the registration statement on Form S-8 may be made available for resale immediately in the public market without restriction.

If Holtec Holdings sells all or a substantial portion of its ownership interest in us or the Legacy Stockholders sell all or a substantial portion of their ownership interest in Holtec Holdings, it may have an adverse impact on the price of our Class A common stock at the times of the sales or as a result of the market’s desire for Holtec Holdings to continue its significant ownership.

If deemed to be in the interest of the Company, our board of directors may issue preferred stock whose terms could adversely affect the voting power or value of our Class A common stock.

Our certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having the designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions, that our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our Class A common stock.

We expect to be a “controlled company” within the meaning of Nasdaq and Nasdaq Texas rules and, as a result, will qualify for exemptions from certain corporate governance requirements.

Because Holtec Holdings will directly or indirectly own all of our shares of Class B common stock following the offering and the Reorganization, we expect to be a controlled company as of the completion of this offering under the rules of Nasdaq and Nasdaq Texas. Under the Nasdaq and Nasdaq Texas rules, a controlled company may elect to be exempt from certain Nasdaq corporate governance requirements, including the requirements described under “Management—Controlled company exemption.” Notwithstanding certain exemptions that are available to us under the Nasdaq and Nasdaq Texas independence requirements, following the completion of this offering, we expect that our board of directors will be comprised of a majority of independent directors and that our compensation, governance and nominations committee will consist of independent directors.

We will continue to be eligible for “controlled company” exemptions as long as we remain a controlled company, and we can elect to take advantage of these exemptions in the future. Accordingly, if we ever elect to take advantage of controlled company exemptions in the future, you may not have, or be viewed by the market as having, the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq and Nasdaq Texas until we are subject to all those requirements. See “Management.”

The multi-class structure of our common stock may adversely affect the trading market for our Class A common stock.

Our multi-class structure may result in a lower or more volatile market price of our Class A common stock, adverse publicity and other adverse consequences. For example, certain stock index providers exclude or limit the ability of companies with multi-class share structures from being added to certain of their indices. In addition, several stockholder advisory firms and large institutional investors oppose the use of multiple class structures. As a result, the multi-class structure of our common stock may make us ineligible for inclusion in certain indices and may discourage such indices from selecting us for inclusion, notwithstanding our automatic termination provision, may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing shares of our Class A common stock. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, any exclusion from certain stock indices could result in less demand for our Class A common stock. Any actions or publications by stockholder advisory firms or institutional investors critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.

We have broad discretion over the use of net proceeds from this offering which will be guided by our board of directors but may not be viewed by some investors as the most effective use of funds.

Our management, guided by our board of directors, will have broad discretion in the application of such net proceeds, including for any of the purposes described in “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to control the use of the net proceeds. Pending their use, we may invest our proceeds in a manner that does not produce income or that loses value. Our use of the net proceeds or interim investments may not yield a favorable return to our investors and may negatively impact the price of our Class A common stock.

If securities or industry analysts do not publish research reports or publish unfavorable research about our business, the price and trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will depend in part on the research reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of us, the trading price for our Class A common stock and other securities would be negatively affected. In the event that we obtain securities or industry analyst coverage, if one or more of the analysts who covers us downgrades our securities, the price of our securities would likely decline. If one or more of these analysts ceases to cover us or fails to publish regular reports on us, interest in the purchase of our securities could decrease, which could cause the price of our Class A common stock and other securities and their trading volume to decline.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as our expectations with respect to:

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our business strategy and future growth prospects;

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the development, commercialization, deployment and market acceptance of our novel and emerging technologies, including the timing, costs, technical feasibility and regulatory approval of such technologies;

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our industry;

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the formation, performance and expected benefits of joint ventures, strategic alliances, teaming arrangements and other collaboration agreements;

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our future profitability, cash flows and liquidity;

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our financial strategy, budget, projections and operating results;

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the amount, nature and timing of our capital expenditures and the impact of such expenditures on our performance;

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the availability and terms of capital;

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the market for spent fuel storage solutions, nuclear technologies and nuclear power generation;

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competition and government regulations; and

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general economic conditions.

These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “should,” “could,” “would,” “likely,” “future,” “budget,” “pursue,” “target,” “seek,” “objective” or similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters.

The forward-looking statements in this prospectus speak only as of the date of this prospectus, or such other date as specified herein. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

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expectations regarding demand for nuclear energy and other low-carbon energy technologies in the United States and internationally;

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public, political and regulatory perceptions of nuclear energy and radioactive materials, including the impact of accidents, incidents or catastrophic events involving nuclear facilities or materials;

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our ability to operate nuclear power plants, manufacturing facilities and other work sites safely and in compliance with applicable nuclear, environmental, health and safety regulations;

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the availability, performance and reliability of our manufacturing facilities, supply chains, suppliers, contractors and logistics networks, including the impact of geopolitical events, tariffs, inflation and commodity price volatility;

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estimates and assumptions regarding decommissioning obligations and the sufficiency and investment performance of NDT funds;

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the risk that NRC approval of NAMCO Restructuring Phase II may be delayed, conditioned or not obtained;

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the risks and financial assurance requirements associated with owning and operating nuclear power plants, including unplanned outages, reduced output, penalties, contractual damages and other losses;

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our ability to enter into, perform under and manage PPAs and other long-term contracts, and the performance and creditworthiness of counterparties and off-takers;

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the development, licensing, construction, manufacturing, deployment and commercialization of our SMR-300 and other energy technologies, including the time, cost, funding requirements and technical or regulatory challenges associated with bringing such technologies to market;

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competition in nuclear, SMR, renewable and other low-carbon energy markets, including competition from existing and emerging technologies and international competitors;

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our ability to manage growth, scale operations, develop new technologies and successfully transition our business model over time;

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the impact of emerging or disruptive technologies, including alternative generation technologies and nuclear fusion, on demand for our products and services;

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risks associated with our global operations, including legal, political, economic, currency exchange, inflationary and geopolitical risks;

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quality assurance, safety, product performance, product liability, warranty and indemnification risks, as well as the adequacy of our insurance coverage;

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reliance on a limited number of large contracts, variability in the timing and size of contract awards and project milestones, backlog volatility, customer payment risk and contract performance obligations;

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liquidity constraints and financial risks associated with surety bonds, letters of credit and other financial guarantees;

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risks associated with joint ventures, strategic partners, subcontractors and third-party service providers;

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our compliance with laws, regulations, government contracts and ethical standards, including risks related to employee misconduct;

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our ability to compete for, perform and retain government contracts, including the impact of government termination rights and procurement regulations;

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our dependence on key personnel, our ability to attract and retain skilled employees, labor relations and the impact of collective bargaining agreements or work stoppages;

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our ability to operate effectively as a public company, including maintaining appropriate internal controls, systems and governance processes;

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cybersecurity risks, data protection and privacy compliance, and risks arising from the use of AI and related technologies;

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reputational risks and the impact of adverse publicity involving us, our leadership, our industry or the energy sector generally;

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the impact of natural disasters, severe weather, climate change, pandemics, war, terrorism and other catastrophic or disruptive events on our operations, financial condition and access to capital; and

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other risks and uncertainties inherent in our business.

These and other important factors that could affect our operating results and performance are described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this prospectus and elsewhere within this prospectus. Should one or more of the risks or uncertainties described in the documents above or in this prospectus occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this prospectus are expressly qualified in their entirety by the cautionary statements in this section.

ORGANIZATIONAL STRUCTURE

On December 16, 2025, Holtec Nuclear was incorporated as a Delaware corporation. Prior to this offering, Holtec Nuclear had no business operations. Our business is expected to be conducted through Holtec International, its subsidiaries and entities consolidated under the variable interest model. Holtec International has been operating continuously since 1986.

Historical ownership structure

We currently conduct our business through Holtec International and its subsidiaries. Immediately before the Reorganization described below, Holtec Holdings and Holtec International Holdco were the sole members of Holtec International. Holtec Holdings is owned 100% by the Legacy Stockholders.

The Reorganization

In connection with this offering, we intend to enter into the following series of transactions to implement an internal reorganization, which we collectively refer to as the “Reorganization”:

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The members of Holtec International will amend and restate the Holtec International LLC Agreement whereby all of the outstanding membership interests in Holtec International will be recapitalized into Class A Interests and Class B Interests. Subject to certain limitations, the Holtec International LLC Agreement will permit Class B Interests to be exchanged for shares of Class A common stock on a one-for-one basis or, at Holtec Nuclear’s election, for cash. See “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Exchange right; Holtec International LLC Agreement.”

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Holtec Nuclear will amend and restate its certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock. See “Description of Capital Stock.”

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Holtec Holdings will transfer a % interest in Holtec International to Holtec International Holdco.

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Holtec Nuclear will sell to the underwriters in this offering shares of our Class A common stock (assuming no exercise of the underwriters’ option to purchase additional shares).

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Holtec Nuclear will purchase Class A Interests at a purchase price per Class A Interest equal to the initial public offering price of Class A common stock after underwriting discounts and commissions.

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Holtec International will distribute $ in cash to Holtec Holdings and $ in cash to Holtec International Holdco. Holtec International Holdco will distribute the $ in cash received from Holtec International to Holtec Holdings.

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Holtec Nuclear will issue to Holtec Holdings shares of Class B common stock. Holtec Nuclear will issue to Holtec International Holdco shares of Class B common stock.

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Holtec Nuclear will enter into the Tax Receivable Agreement for the benefit of the TRA Beneficiaries, pursuant to which Holtec Nuclear will pay 85% of the amount of the net cash tax savings, if any, that Holtec Nuclear is deemed to realize as a result of (i) certain increases in the tax basis of assets of Holtec International and its subsidiaries resulting from exchanges of the Class B Interests for Class A common stock in the future, (ii) certain tax attributes of Holtec International and subsidiaries of Holtec International (including the existing tax basis of assets owned by Holtec International or its subsidiaries, which may be increased as a result of the anticipated distribution of cash to Holtec Holdings as described under “Use of Proceeds”) that exist as of the time of this offering or may exist at the time when Class B Interests are exchanged for shares of Class A common stock and (iii) certain other tax benefits related to Holtec Nuclear entering into the Tax Receivable Agreement, including tax benefits attributable to payments that Holtec Nuclear makes under the Tax Receivable Agreement. See “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Tax Receivable Agreement.”

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The distribution by Holtec International of $ in cash from the proceeds of the offering to Holtec Holdings, the distribution by Holtec International of $ in cash from the proceeds of the offering to Holtec International Holdco, and the distribution by Holtec International Holdco of $ in cash from the distribution received from Holtec International to Holtec Holdings, taken together, are intended to provide Holtec Holdings with the liquidity to distribute to the Legacy Stockholders the previously taxed net income of Holtec International on a tax-free basis.

NAMCO Restructuring

In early 2026, we made the strategic decision to pursue the NAMCO Restructuring, pursuant to which we will transfer certain decommissioning sites and related liabilities out of our business to DEAMCO, a subsidiary of Holtec Holdings. This restructuring is intended to reduce our exposure to market fluctuations in the NDTs and uncertainties regarding decommissioning-related costs. Following the completion of the NAMCO Restructuring, we expect to retain access to the decommissioned nuclear sites and to continue to generate decommissioning services revenues through HDI, which is expected to provide decommissioning services for these sites under long-term service agreements with DEAMCO. Given that the Palisades restart project is nearing recommencement, the Palisades site and its related assets and liabilities will not be part of the NAMCO Restructuring and will remain wholly owned by us.

Phase I

Prior to the closing of this offering, we completed the following series of transactions, which we collectively refer to as the “NAMCO Restructuring Phase I”:

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Holtec Holdings formed a new subsidiary, DEAMCO;

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NAMCO transferred the equity interests of the DEAMCO Facility Entities to DEAMCO;

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The limited liability company agreements of the DEAMCO Facility Entities were amended to evidence their ownership by DEAMCO and the appointment of NAMCO as manager of the DEAMCO Facility Entities; and

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Holtec International entered into a Control and Support Agreement, pursuant to which Holtec International continues to manage the business and affairs of the DEAMCO Facility Entities and provide ongoing corporate services and financial support with respect to certain of the DEAMCO Facility Entities’ obligations.

The following diagram reflects our simplified organizational structure immediately prior to the consummation of NAMCO Restructuring Phase I.

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Phase II

Subject to receipt of required NRC and certain other regulatory approvals, which may occur after the closing of this offering, we intend to enter into the following series of transactions, which we collectively refer to as the “NAMCO Restructuring Phase II”:

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The members of DEAMCO will amend and restate DEAMCO’s limited liability company agreement to provide for the appointment of an independent fiduciary manager with authority over specified significant decisions relating to the DEAMCO Facility Entities;

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Holtec International and DEAMCO will terminate the Control and Support Agreement; and

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HDI will enter into new decommissioning operator agreements with each of the DEAMCO Facility Entities, pursuant to which HDI is expected to provide NRC-licensed decommissioning services for the DEAMCO Facility Entities on arm’s-length commercial terms, which are expected to encompass the same range of decommissioning services as are currently provided under existing intracompany arrangements. See “Risk Factors—Risks related to our business—We have not yet entered into arm’s-length operator services agreements governing the decommissioning services we expect to provide to the DEAMCO Facility Entities following the completion of the NAMCO Restructuring Phase II, and there can be no assurance that such agreements will be entered into on terms favorable to us or at all.”

Completion of NAMCO Restructuring Phase II is subject to NRC and certain other regulatory approvals, including the NRC’s approval of applicable license transfers, and may be delayed, conditioned or not completed. Upon completion of NAMCO Restructuring Phase II, we expect that DEAMCO will hold the assets and liabilities associated with the DEAMCO Facility Entities, including their asset retirement obligations and environmental liabilities. As a result, we intend to deconsolidate DEAMCO and its subsidiaries from the consolidated financial statements of Holtec Nuclear and its subsidiaries.

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The transactions described above are collectively referred to as the “NAMCO Restructuring.” See “Risk Factors—Risks related to our business—Completion of NAMCO Restructuring Phase II remains subject to NRC and certain other regulatory approvals” and “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.”

The following diagram reflects our simplified organizational structure immediately following the consummation of NAMCO Restructuring Phase II.

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Post-offering holding company structure

Our post-offering holding company structure is commonly referred to as an “UP-C” structure, which is commonly used by partnerships and limited liability companies undertaking an initial public offering. The UP-C approach provides the existing owners with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for the public company and economic benefits for the existing members when they ultimately exchange their pass-through interests for shares of Class A common stock. See “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Tax Receivable Agreement.”

Holtec Nuclear will be a holding company. Following this offering, its only material assets will be Class A Interests representing approximately % of Holtec International interests (or % if the underwriters exercise their option to purchase additional shares of Class A common stock in full), which Holtec Nuclear will hold directly or indirectly. We will consolidate the financial results of Holtec International and will report non-controlling interests related to the interests held by the other members of Holtec International in our consolidated financial statements. The membership interests in Holtec International owned by us (directly or indirectly) will be classified as Class A Interests, and the remaining approximately % of Holtec International interests (or % if the underwriters exercise their option to purchase additional shares of Class A common stock in full), which will continue to be held by Holtec Holdings and Holtec International Holdco, will be classified as Class B Interests. See “Prospectus Summary—Organizational structure” for a diagram that depicts our organizational structure following the completion of the Reorganization and this offering (assuming no exercise of the underwriters’ option to purchase additional shares).

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(1)	At the closing of this offering, (a) Holtec Holdings will own Class B Interests of Holtec International and shares of Class B common stock of Holtec Nuclear, and (b) Holtec International Holdco will own Class B Interests of Holtec International and shares of Class B common stock of Holtec Nuclear.

(2)

(3)

(4)

(5)

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Agreement that adversely affect the rights of holders of Class B Interests. However, through ownership of shares of Class B common stock, Holtec Holdings will control a majority of the voting power of the common stock of Holtec Nuclear, the sole managing member (or sole owner of the sole managing member) of Holtec International, and will therefore have indirect control over Holtec International. Class B Interests of Holtec International may be exchanged for shares of our Class A common stock or, at our election, for cash, subject to certain restrictions pursuant to the Holtec International LLC Agreement described in “Certain Relationships and Related Person Transactions— Proposed transactions with Holtec Nuclear—Exchange right; Holtec International LLC Agreement.” When a Class B Interest is exchanged for a share of our Class A common stock or, at our election, for cash, it will result in the automatic cancellation of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of Holtec Holdings. Any beneficial holder exchanging its Class B Interests must ensure that the applicable corresponding number of shares of Class B common stock are delivered to us for cancellation as a condition of exercising its right to exchange Class B Interests for shares of our Class A common stock or, at our election, for cash. After a Class B Interest is surrendered for exchange, it will not be available for reissuance.

Our Class A common stock

We expect shares of our Class A common stock to be outstanding after this offering (or shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full), all of which will be sold pursuant to this offering.

The Class A common stock outstanding will represent 100% of the rights of the holders of all classes of our outstanding common stock to share in distributions from Holtec Nuclear, except for the right of Class B stockholders to receive the par value of the Class B common stock upon our liquidation, dissolution or winding up or an exchange of Class B Interests.

We may issue additional shares of Class A common stock from time to time, subject to applicable provisions of our certificate of incorporation, bylaws and Delaware law. We are obligated to issue shares of Class A common stock (subject to the transfer and exchange restrictions set forth in the Holtec International LLC Agreement) to Holtec Holdings (or any other holder of Class B Interests) upon the exchange of any of its Class B Interests for shares of our Class A common stock on a one-for-one basis (unless we elect to satisfy such exchange for cash). When a Class B Interest is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be retired. The issuance of additional shares of Class A common stock would result in additional dilution to the holders of our Class A common stock. Holtec Holdings (or any other holder of Class B Interests) is not required to exchange or convert their Class B Interests for shares of Class A common stock at any time.

Our Class B common stock

Following the completion of this offering and the Reorganization, Holtec Holdings will directly or indirectly hold all of the shares of our outstanding Class B common stock. The Class B common stock entitles the holder to 10 votes per share until the Sunset becomes effective. Currently, the equity owners of Holtec International consist solely of the Legacy Stockholders. If at any time the ratio at which Class B Interests are exchangeable for shares of our Class A common stock changes from one-for-one, for example, as a result of conversion rate adjustments for stock splits, stock dividends or reclassifications, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise provided in our amended and restated certificate of incorporation or required by law. See “Description of Capital Stock—Common stock—Class B common stock—Voting.”

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After the Sunset becomes effective, each share of Class B common stock will entitle its holder to one vote per share instead of 10 votes per share. Because the Sunset may not take place for some time, it is expected that the Class B common stock will continue to entitle its holder to 10 votes per share, and such holder will continue to exercise voting control of Holtec Nuclear for the near future. See “Description of Capital Stock—Common stock—Class B common stock—Voting.”

Following the completion of this offering and the Reorganization, Holtec Holdings will initially have % of the combined voting power of our common stock (or % if the underwriters exercise their option to purchase additional shares of Class A common stock in full). When a Class B Interest is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be canceled.

Registration rights

Pursuant to the Registration Rights Agreement, we will grant Holtec Holdings the right to require us to file registration statements in order to register the resales of the shares of our Class A common stock that are issuable to Holtec Holdings upon exchange of its Class B Interests. See “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Registration Rights Agreement” for a description of the timing and manner of sale limitations on resales of these shares.

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USE OF PROCEEDS

We expect to receive approximately $ of net proceeds from this offering (or $ if the underwriters exercise in full their option to purchase additional shares of our Class A common stock), based upon the assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus) after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to (i) purchase Class A Interests from Holtec International at a per interest purchase price equal to the per share price paid by the underwriters for our Class A common stock in this offering and (ii) cause Holtec International to use the net proceeds (a) to distribute $ in cash to Holtec Holdings and $ in cash to Holtec International Holdco, and (b) for general corporate purposes, which may include accelerating SMR-300 licensing, deployment and manufacturing capacity, furthering commercialization of our Holtec Green Boiler and HI-THERM HCSP innovations and expanding our product and services offerings in emerging areas such as cybersecurity and national defense programs.

Assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock, each $1.00 change in the assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, to change by approximately $ , assuming no change to the number of shares of our Class A common stock offered by us, as set forth on the cover page of this prospectus. Similarly, an increase (decrease) of one million shares of Class A common stock sold in this offering by us would increase (decrease) our net proceeds by $ , assuming the initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus) remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Any such increase or decrease in the net proceeds would result in a corresponding increase or decrease in the amount of net proceeds retained by Holtec International for general corporate purposes and would not impact the amount of cash distributed to Holtec Holdings.

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DIVIDEND POLICY

We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends, restrictions in any future debt agreements and other factors our board of directors may deem relevant. See “Risk Factors—Risks related to our corporate structure, tax matters, our Class A common stock and this offering—Future sales of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.”

Following this offering and subject to funds being legally available, we intend to cause Holtec International to make pro rata distributions to Holtec Holdings, Holtec International Holdco and us in an amount at least sufficient to allow us and Holtec Holdings to pay all applicable taxes, to make payments under the Tax Receivable Agreement that we will enter into with Holtec Holdings and to pay our corporate and other overhead expenses.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of March 31, 2026 of (i) Holtec International on a historical basis and (ii) Holtec Nuclear on a pro forma basis to give effect to NAMCO Restructuring Phase I and the Reorganization, and the issuance and sale of shares of Class A common stock in this offering at an initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus), after (a) deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (b) the application of the proceeds from this offering, as described under “Use of Proceeds.”

The table below should be read in conjunction with, and is qualified in its entirety by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our consolidated financial statements appearing elsewhere in this prospectus.


	As of March 31, 2026
	Historical Holtec International		Pro Forma Holtec Nuclear
	(Dollars in thousands, except par values and share counts)
Cash and cash equivalents	$	10,005	$

Long-term debt, including current portions:	$	805,576	$

Stockholders’ equity:
Common stock, $0.01 par value	$	12	$
Retained earnings
Class A common stock (no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma)		—
Class B common stock (no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma)		—
Additional paid-in capital		15,046
Total members’ / stockholders’ equity	$	2,375,184	$

Total capitalization	$	3,180,760	$

The information presented above assumes no exercise of the underwriters’ option to purchase additional shares from us. The table does not reflect shares of common stock reserved for issuance under our 2026 Plan and ESPP, which we plan to adopt in connection with this offering.

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DILUTION

Purchasers of the Class A common stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Class A common stock for accounting purposes. Our pro forma net tangible book value as of March 31, 2026 was approximately $ , or $ per share of Class A common stock. Pro forma net tangible book value per share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of shares of Class A common stock that would have been outstanding immediately prior to the closing of this offering after giving effect to the Reorganization transactions other than this offering and the application of the net proceeds therefrom (assuming the exchange of all Class B Interests outstanding immediately following the completion of the Reorganization and this offering for shares of our Class A common stock on a one-for-one basis as if such interests were immediately exchangeable).


(in thousands)
Pro forma tangible assets		$
Pro forma liabilities
Pro forma net tangible book value after this offering
Less:
Proceeds from offering net of underwriting discounts
Offering expenses

Pro forma net tangible book value as of March 31, 2026		$

After giving effect to: (i) the Reorganization; (ii) the sale of shares of Class A common stock in this offering at an initial public offering price of $ per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and assuming the exchange of all Class B Interests outstanding immediately following the completion of the Reorganization and this offering for shares of our Class A common stock as if such interests were immediately exchangeable; and (iii) the application of such net proceeds as described in the section entitled “Use of Proceeds,” our pro forma net tangible book value as of March 31, 2026 would have been approximately $ , or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to Holtec Holdings and an immediate dilution (i.e., the difference between the offering price and the pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $ per share.

The following table illustrates the per share dilution to new investors purchasing shares of Class A common stock in this offering:


Initial public offering price per share		$
Pro forma net tangible book value per share as of March 31, 2026	$
Increase in pro forma net tangible book value per share attributable to new investors in this offering

Pro forma net tangible book value per share after this offering

Dilution in pro forma net tangible book value per share to new investors in this offering(1)		$

(1)	If the initial public offering price were to increase or decrease by $1.00 per share, then dilution in pro forma net tangible book value per share to new investors in this offering would equal $ or $ , respectively.

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The following table summarizes, on the same pro forma basis as of March 31, 2026, the total number of shares of Class A common stock owned by Holtec Holdings and to be owned by new investors, the total consideration paid, and the average price per share paid by Holtec Holdings and to be paid by new investors in this offering, assuming the exchange of all Class B Interests outstanding immediately following the completion of the Reorganization and this offering for shares of our Class A common stock on a one-for-one basis as if such interests were immediately exchangeable.


	Shares Acquired(1)				Total Consideration(2)					Average Price Per Share
	Number	Percent			Amount		Percent			Average Price Per Share
Holtec Holdings			%		$	(3)		%		$
New investors in this offering			%					%		$

Total			100.0	%	$			100.0	%	$

(1)	If the underwriters exercise their option to purchase additional shares in full, Holtec Holdings would own approximately % and our new investors in this offering would own approximately % of the total number of shares of our Class A common stock outstanding after this offering.

(2)	If the underwriters exercise their option to purchase additional shares in full, the total consideration paid by our new investors would be approximately $ (or %).

(3)	Past contributions of Holtec Holdings (and the Legacy Stockholders) not included.

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the total consideration paid by new investors by $ and increase or decrease the percent of total consideration paid by new investors by %, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and before deducting the underwriting discount and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume (i) no exercise of the underwriters’ option to purchase additional shares and (ii) no purchase of shares of Class A common stock by our directors, officers, employees and other individuals associated with us and members of their families through the directed share program. In addition, to the extent we issue any additional stock options or any stock options are exercised, or we issue any other securities or convertible debt in the future, investors participating in this offering may experience further dilution.

Except as otherwise indicated, the above discussion and tables are based on shares of our Class A common stock outstanding as of , and excludes shares of Class A common stock initially reserved for issuance under our 2026 Plan and ESPP.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our historical performance, financial condition and future prospects in conjunction with the financial statements and related notes included elsewhere in this prospectus. The information provided below supplements but does not form part of our historical financial statements. This discussion includes forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results and the timing of events could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be under control of management. For further information on items that could impact our future operating performance or financial condition, see the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in this prospectus. We assume no obligation to update any of these forward-looking statements, except as required by applicable law.

Unless otherwise indicated, the historical financial information in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflects only the historical financial results of Holtec International, our accounting predecessor, and does not give effect to the transactions described in the section titled “Organizational Structure.”

Company overview

Holtec is a U.S.-headquartered, multinational technology company specializing in the energy sector, with its principal focus on nuclear power generation and an expanding presence in adjacent clean energy generation solutions and long-duration energy storage. Our founder, Dr. Krishna P. Singh, a widely recognized inventor and entrepreneur, has led the Company since its inception in 1986. We believe that our leading position in multiple sectors of the nuclear power industry has been facilitated by our sustained development of innovative technologies, covered by 217 granted patents worldwide, that help protect our intellectual property from unauthorized appropriation by others as well as other confidentially held intellectual property. Our innovative solutions extend across a full spectrum of disciplines applicable to nuclear power plants, including design, engineering validations, licensing, manufacturing, site construction, commissioning, operations and decommissioning. We provide SSCs and specialty services to the nuclear power industry for our global clients, many of whom are Fortune 500 companies and among the largest in their respective countries. As a vertically integrated, turnkey nuclear technology company, we deliver our goods and services to our customers while maintaining control of all key elements of product delivery, which we believe makes us uniquely positioned to address the growing needs of the global nuclear market.

We believe that we are the only company in North America that provides a broad range of SSCs and specialty services to the nuclear power industry, is licensed to operate a nuclear reactor, and has the distinction of pioneering the restart of a shuttered nuclear plant, a milestone previously viewed by many as unattainable in the United States. We operate on five continents through 13 operation centers and have a client base that includes more than 150 commercial nuclear reactors.

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with Holtec Asia. We also provide specialized solutions to the DOE and the DOD through our Holtec Government Services business unit, while Holtec Security International (HSI) delivers integrated security and cybersecurity solutions for critical infrastructure and data centers. We believe that our extensive footprint in the area of supply of critically important equipment and systems for Russian-origin nuclear reactors will make us an attractive partner for countries that may be wary of reliance on Russian supply chains.

Recent trends and outlook

Electricity demand has increased in recent years and is projected to continue to grow globally and in the United States, driven in significant part by the expansion of data centers supporting artificial intelligence and cloud computing, as well as increased industrial activity and onshoring. Growth in large-scale data center and industrial load has placed increasing pressure on existing grid infrastructure and has underscored the need for additional reliable, dispatchable baseload generation. Nuclear energy provides baseload generation capable of meeting the requirements of large-load customers, including data center operators, and has re-emerged as a focus of national and global energy policy in response to rising demand and grid reliability considerations.

In the United States, the nuclear generation fleet is largely mature, with approximately 97 GW of capacity from 94 operational reactors. In the near term, opportunities for incremental nuclear capacity are expected to arise primarily through relicensing, power uprates, life extensions and restarts of previously shuttered nuclear facilities, rather than through new greenfield construction. According to the Nuclear Energy Institute’s 2025 survey, a significant majority of U.S. nuclear sites are planning or considering power uprates, representing more than 5 GW of potential additional capacity. These activities are expected to increase plant output and extend operating lives, which in turn increases demand for associated services, upgrades and equipment.

The continued operation and life extension of the existing nuclear fleet drive ongoing demand for nuclear services, including maintenance, upgrades, refurbishment and component replacement throughout a plant’s operating life. Increasing plant output, restarting idle reactors and renewing operating licenses are identified as near-term drivers of nuclear services demand. The total U.S. nuclear services market is currently estimated at approximately $20 billion annually, and the international market is expected to be larger given the scale of the global nuclear fleet. These conditions support a substantial and recurring market for nuclear services and equipment supply.

In addition, the nuclear market continues to evolve as market participants and policymakers evaluate pathways to expand generation capacity and enhance grid reliability. Small modular reactors are expected to play a meaningful role in the expansion of nuclear capacity by offering scalable deployment, reduced land and infrastructure requirements and shorter construction timelines compared to traditional large-scale reactors. Recent public announcements by utilities and large commercial customers indicate increasing market acceptance of long-term off-take arrangements to secure nuclear generation. Separately, the increasing penetration of intermittent generation sources has contributed to interest in long-duration energy storage solutions designed to support grid stability and load balancing, including technologies capable of providing multi-day storage as part of future power system planning.

These industry trends have influenced, and are likely to continue to influence, activity levels and demand in the markets we serve, including nuclear services, SNF management and power generation. Holtec’s full nuclear lifecycle capabilities, long-standing relationships with power generators, and decades of experience executing complex projects within demanding regulatory frameworks worldwide enable us to capitalize on these trends. As these dynamics accelerate, we believe Holtec is well positioned to convert expanding global demand into sustained market leadership and revenue growth over the near and medium term.

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Our business model

We operate a vertically integrated business model that enables us to deliver comprehensive, turnkey solutions across the entire lifecycle of nuclear and clean energy projects. By maintaining in-house capabilities for design, engineering, licensing, manufacturing, construction and commissioning, we exercise direct control over quality, cost and schedule, which is intended to improve project execution and client satisfaction. This single-responsibility approach distinguishes us from our industry peers, as clients benefit from a streamlined process with a single point of accountability, reduced risk of delays or cost overruns, and improved project outcomes. To strengthen and enrich our in-house construction capability, we have entered into a teaming agreement with Hyundai E&C, an experienced international constructor of nuclear power plants, under which we will collaborate on construction and related services in support of SMR-300 delivery projects.

A core element of our business model is our significant investment in advanced manufacturing infrastructure. We operate three major manufacturing plants in the United States, all equipped with advanced robotics, automation, and digital quality assurance systems. These facilities produce a wide range of critical SSCs for the nuclear, renewable, and industrial power sectors, including spent fuel storage systems, heat exchangers, air-cooled condensers, and components for the SMR-300. By controlling our own supply chain, working with a network of qualified nuclear suppliers and leveraging proprietary manufacturing processes, we are able to maintain high productivity as well as product quality, and achieve cost competitiveness in global markets.

Another key element of our business model is our Corporate Engineering Center, which supports our research and development activities and contributes to our ongoing innovation efforts. We hold 217 granted patents worldwide with intellectual property rights secured in relevant countries, many of which have had a transformative impact across multiple segments of the nuclear industry, including underground storage of used nuclear fuel, forced helium dehydrators and highly efficient neutron absorbers, including Metamic and Metamic-HT neutron absorbers, to name a few.

Finally, it is our business practice to target to have at least two (preferably three) suppliers for all key products and services. Supplier redundancy is designed to protect us from disruption at any supplier adversely impacting our operations.

NAMCO Restructuring and Expected Deconsolidation of DEAMCO

In early 2026, we initiated NAMCO Restructuring Phase I in which certain NAMCO Facility Entities were transferred to DEAMCO, a subsidiary of Holtec Holdings, Inc. Each of the DEAMCO Facility Entities is presently managed by NAMCO. This restructuring is intended to implement a services-based decommissioning model while reducing direct exposure to long-term decommissioning cost uncertainties. Notwithstanding the foregoing, the DEAMCO Facility Entities continue to be consolidated in the Company’s financial statements. Deconsolidation of the DEAMCO Facility Entities is expected to occur in NAMCO Restructuring Phase II upon receipt of applicable NRC and certain other regulatory approvals and the implementation of certain support arrangements through DEAMCO. We will continue to own and operate the Palisades facility, manage the Palisades decommissioning trust and hold the direct exposure associated with Palisades long-term decommissioning cost uncertainties after the completion of the NAMCO Restructuring. For additional information, see “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.”

As a result, our future financial results are expected to reflect the removal of decommissioning related assets and liabilities associated with the DEAMCO Facility Entities, including asset retirement obligation liabilities, settlements and measurement gains and nuclear decommissioning trust funds assets and the associated other income and expenses recognized for each trust.

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After completion of Restructuring Phase II, the recognition of service based revenues and associated costs for work performed by HDI, our wholly owned subsidiary, for DEAMCO is expected to affect the comparability of our results of operations across periods. In particular, we expect our revenue to increase as a result of recognition of the decommissioning service revenue under long-term service agreements with DEAMCO. We also expect to collaborate with DEAMCO to pursue future development opportunities at these sites, including the potential deployment of our SMR-300 reactors. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

Holtec’s operating segments

We operate through two segments, which we also refer to as “Enterprise Units,” each of which is described below. The performance of our Enterprise Units is subject to regular oversight by our board of directors. All of our customer-facing businesses, products and services, other than the Palisades restart operations, are included in our NPD segment.

Nuclear power division (NPD)

NPD operates as our largest and most mature business segment, serving as the backbone of our global nuclear operations. NPD’s main activities include the design, engineering, licensing, procurement, manufacturing, installation and commissioning of high-density spent fuel storage racks, dry storage and transport systems, and ancillary equipment for both operating and decommissioned nuclear power plants. This Enterprise Unit also encompasses our decommissioning operations and Energetics, our in-house SMR-300 development platform. By maintaining and continuously exercising in-house capabilities across all critical functions, we have successfully fostered a culture of stringent quality control, regulatory-compliant quality assurance, cost efficiency, and schedule reliability, with a clearly defined single point of accountability for our clients, which we view as necessary in executing complex, safety-critical projects.

A key revenue driver for NPD is our significant market share in both dry and wet spent nuclear fuel storage solutions, achieving more than 90% of the U.S. market in wet spent fuel storage and supplying approximately 75% of the U.S. dry spent fuel storage market, with 73 nuclear power plants using our dry storage products internationally as of March 31, 2026. In addition to our reported backlog from long-term contracts, there are several customer contracts that expire in the near term, particularly in dry storage, where we have historically realized high renewal rates. As of June 30, 2026, we believe that no customer has switched away from our dry storage solution, and assuming these contracts with existing clients are renewed in line with past experience, our backlog is expected to increase by more than $2.5 billion, of which $0.5 billion is expected to be recognized over the next 5 years. In addition, we expect our pipeline of new clients from market capture within the current global operating fleet and the growth from new builds will continue to add to our backlog. However, there can be no assurance that any of these contracts will be renewed on the terms we expect, terms otherwise favorable to us or at all. In addition, even if renewed, we may not realize revenue from such contracts on the timeline we expect or at all. See “Risk Factors—Risks related to our business—Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.” NPD’s product lines, such as the HI-STORM and HI-STAR systems, are protected by a substantial portfolio of patents and proprietary technologies, supporting our market-leading position and providing recurring revenue from long-term, life-of-plant contracts.

In addition to our storage and transport offerings, we provide engineering consulting, regulatory support, site construction, and global site services through NPD, further diversifying our revenue streams. NPD is also positioned for future growth through its involvement in the development and supply of components for our SMR-300 program, as well as the anticipated ramp-up of the HI-STORE Consolidated Interim Storage Facility (CISF), subject to federal policy enabling centralized storage of used nuclear fuel in the United States. Beyond our SMR technology, we believe NPD is well positioned to take advantage of the growth in deployment of other nuclear reactor technologies, including Westinghouse’s AP1000 and several Generation III+ and Generation IV

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SMR technologies, as we hold strategic agreements to design and fabricate components for such reactors. As a supplier to other reactor developers, we are agnostic to their reactor type, serving as Original Equipment Manufacturer (OEM) to them and OEM plus developer to others where business imperatives so dictate, with added credentials and capabilities to also serve as the plant operator when required. Our deep experience in international operations, with presences in the United Kingdom, Europe, Brazil, Ukraine, Mexico, Taiwan, South Africa, the Middle East and other markets, also allows us to adapt to local regulatory requirements and pursue opportunities in emerging nuclear markets.

Within NPD, our decommissioning operations have historically been structured around a vertically integrated, full-scope business model that addresses the entire lifecycle of nuclear plant decommissioning. Unlike traditional models in which the original utility or a third-party contractor manages the process, in 2018 we led the industry in pioneering an “acquire the plant and decommission” approach. Under this model, we obtained ownership of retired nuclear facilities, including their licenses and NDT funds, and assumed direct responsibility for all regulatory, operational, public safety and financial aspects of the decommissioning process. The strategic decision to acquire retiring nuclear sites has positioned us to deploy our SMR-300 plants at certain pre-qualified sites in the future, an opportunity we do not believe is presently available to our competitors. Because decommissioning activities are closely integrated with several functions within NPD, we report the financial performance of HDI as a part of NPD in our financial statements. Following the completion of the NAMCO Restructuring, we expect to continue providing decommissioning services to the DEAMCO Facility Entities through HDI under arm’s length contractual arrangements as well as pursuing new business opportunities in the commercial and government decommissioning sector. Ownership for the DEAMCO Facility Entities will reside with DEAMCO, an affiliate of Holtec Holdings. This structure is intended to support a service-based delivery model for decommissioning activities. See “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.”

Another key product line of NPD is our SMR-300 technology, which is the centerpiece of our SMR technology development effort and reflects significant research and development investment underway since 2011. NPD is responsible for executing the full life cycle of engineering, procurement and construction of SMR-300 plants, in collaboration with Hyundai E&C and other strategic supply chain partners. NPD will generate revenue from the SMR-300 product line through its sale of SMR-300 plants, receiving milestone payments for advancement of key licensing, procurement, construction and commissioning milestones throughout the project period. Our target clients for SMR-300 plant sales are utilities, cooperatives and well-capitalized project developers that can own and finance SMR-300 construction.

In addition, NPD will deliver SMR-300 plants to our in-house, fully integrated project development platform, Energetics. We established Energetics as a new wholly owned subsidiary to develop SMR-300 projects globally, starting with the Pioneer One and Pioneer Two projects at our Palisades site in Michigan. Energetics leads planning, siting, financing, off-take structuring, capital structuring and equity sell-downs of SMR-300 projects. In addition to the Pioneer One and Pioneer Two projects at Palisades, we plan to develop SMR-300 projects at the Oyster Creek site we own in New Jersey, and other domestic and international projects with utilities, strategic partners, government entities and data center developers through co-development arrangements. Our nuclear asset ownership experience, spent fuel and waste management solutions, qualified nuclear operating program and decommissioning capacity enables Energetics to offer a broad spectrum of solutions to clients that seek the benefits of nuclear power without the highly specialized expertise required for its deployment. These same capabilities are also essential to offer Develop-to-Deploy projects to nuclear utilities. We expect that Energetics will (i) generate revenue through the development and monetization of projects, including through equity recapitalizations and partial asset sales at defined project de-risking milestones, and (ii) generate long-term recurring revenue from electricity sales and capacity payments from operating facilities under contracted off-take arrangements.

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A key feature of the Energetics business is our focus on fleet deployment and standardization. By developing a pipeline of projects, beginning with the anticipated first dual-unit SMR-300 installation at the Palisades site in Michigan, we aim to drive down costs, accelerate project timelines, and deliver safe, consistent, and high-quality outcomes across multiple sites. Our global reach is supported by our network of utility clients, regional operation centers and strategic partnerships, enabling Energetics to access new markets, comply with local regulations, and adapt to diverse customer requirements. Through this model, we believe that we are positioned to become a leading provider of next-generation nuclear power, supporting the global transition to clean, reliable, and scalable energy.

Likewise, we expect our SMR, LLC business unit, at present a research and development cost center, will become an Enterprise Unit after it begins to receive contracts to provide licensing services and provide safety-significant nuclear equipment to the SMR-300 projects that will be executed by the future Energetics Enterprise Unit.

While Energetics and our SMR-300 program remain in the developmental stage, we report the financial performance of Energetics as a part of NPD in our financial statements.

Palisades

We are on track to restart the Palisades Nuclear Power Plant in Covert, Michigan in 2026 under the supervision of the NRC and INPO. The restart of Palisades embodies our ambitious and historic initiative to return Palisades to commercial operation following its permanent shutdown in May 2022. We believe this project represents the first-ever restart in the United States of a previously shuttered nuclear facility, making Palisades a national and industry milestone. After acquiring the plant and its assets, we undertook a comprehensive program of inspections, maintenance, equipment upgrades, and regulatory compliance activities designed to support a safe and reliable restart. We received the necessary NRC approvals to complete the restart on an accelerated timeline, and we have been recertified as a nuclear plant operator by INPO, which enables us to return the plant to operation. Our INPO credentials and WANO pre-startup peer review, each received in connection with the Palisades restart, support our ability to provide reactor operation services to our prospective SMR-300 nuclear plant owners internationally, where comparable capabilities have been offered by foreign state-owned reactor suppliers.

On August 25, 2025, the Palisades Power Plant in Covert, Michigan, officially transitioned from decommissioning status to operation status for regulatory purposes under the oversight of the NRC, following the agency’s July 2025 approval of the Company’s licensing package. We expect Palisades to be the first nuclear facility in the United States to move from decommissioning back to commercial power operation status upon completion of the remaining restart steps. While authorized to receive nuclear fuel and complete restart preparations, final power operations are subject to compliance with applicable Technical Specifications and regulatory requirements. The plant’s Emergency Response Organization is fully activated, and extensive maintenance, inspections, and testing are underway as part of the restart process.

Financially, the Palisades restart has been supported by a combination of federal and state funding, including the DOE LGA Facility and a $300 million grant from the State of Michigan, as well as our own capital investment. We have entered into PPAs with regional electric cooperatives with an initial term of 28 years, providing predictable revenue streams and supporting the plant’s economic viability. We are actively pursuing additional SMR-300 opportunities at the Palisades to support the increasing demand for clean energy in Michigan.

How we generate revenue

Historically, the Company’s revenues have been primarily generated by NPD. In 2026, the Company will begin generating revenue from Palisades. The current and future sources of our revenue are described below.

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NPD revenue

Construction-type revenue

NPD generates construction-type revenues from contracts to design and manufacture spent fuel management systems and heat exchange systems, including dry cask and wet fuel storage systems. These systems are custom-designed to meet customer-specific operational and regulatory requirements. Construction contracts typically contain a single performance obligation for construction services arrangements with terms ranging from one year to multiple decades.

Site service revenue

NPD also generates recurring revenues from site services associated with the removal, on-site transportation, loading, and on-site storage of spent nuclear fuel. Customers typically contract for an integrated spent fuel waste management service, and the Company accounts for these activities as a single performance obligation. These arrangements generally have terms ranging from five years to multiple decades, reflecting the anticipated operating life and post-shutdown needs of the customer’s nuclear facility.

Decommissioning revenue

NPD generates revenues from site services associated with the removal, storage, monitoring, security, management of spent fuel, and other decommissioning-related services at decommissioning sites. Historically, the spent fuel-related services are reimbursed by the DOE as a result of the DOE’s failure to remove and securely store spent nuclear fuel under the standard contract for the disposal of spent nuclear fuel entered into pursuant to the Nuclear Waste Policy Act of 1982 (the “Standard Contract”).

Historically, the Company has been entitled to claim compensation from the DOE for costs incurred for services performed, either pursuant to a settlement agreement, as in the case of the Oyster Creek decommissioning site, or through claims related to the DOE’s ongoing breach of its obligations under the Standard Contract at other decommissioning sites. This is a standard practice in the nuclear energy industry for sites that have not reached a settlement agreement with DOE. The right to pursue such claims has been assigned to the Company pursuant to the applicable asset sale and purchase agreements or equity purchase and sale agreements with the prior site owners. Following the completion of the NAMCO Restructuring, the DEAMCO Facility Entities will be responsible for managing the spent fuel litigation claims from the DOE for the DEAMCO Facility Entities.

The Company has determined that decommissioning arrangements generally contain a single performance obligation because the promised activities for site services are highly interrelated and, in combination, represent an integrated service of managing and safeguarding spent fuel on behalf of the DOE. The Company recognized revenue for this performance obligation over time using a cost incurred input measure of progress and expects to continue structuring service contracts to all customers, including DEAMCO, consistent with this established methodology.

Decommissioning site service revenues relate to spent fuel management costs and services that are attributable to the DOE’s failure to begin accepting SNF as required. SNF services are incremental reimbursable services separate from the Company’s asset retirement obligations. The Company recognizes these amounts as revenues and direct operating costs over time based on an input method that uses costs incurred to measure progress in exchange for consideration that the Company expects to recover from the DOE.

The Company includes amounts in revenue only to the extent it is probable that a significant reversal will not occur. The allowance for cost adjustments represents management’s estimate of consideration related to spent fuel management costs and services that is constrained under ASC 606-10-32-11 through 32-13 and therefore not expected to be recovered from the DOE. The allowance is reflected as a reduction of decommissioning site service revenues and is evaluated each reporting period based on the Company’s assessment, which includes an

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evaluation of the DOE’s contractual obligations under the NWPA, evaluation of claim supportability, documentation, applicable settlement terms (for Oyster Creek), relevant legal/contractual considerations, and historical DOE precedent on recoveries, as applicable.

Following the NAMCO Restructuring, we expect to continue providing decommissioning services to the DEAMCO Facility Entities through HDI under arm’s-length contractual arrangements, which will lead to revenue generation for HDI that, historically, would not have been reflected in our consolidated financial statements due to the consolidation of our financial results. HDI also provides decommissioning and related services to third-party customers in the commercial and government sectors, and we expect to continue pursuing additional decommissioning opportunities beyond the DEAMCO Facility Entities. See “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.”

Engineering and consulting service revenue

NPD generates revenues from engineering and consulting service contracts that provide design, safety, civil engineering, deactivation consulting, and other advisory services to customers in the energy generation industry. These services are provided pursuant to service contracts with terms generally ranging from less than one year to five years.

Variable consideration

The Company’s construction and site service contracts are fixed price. The Company’s decommissioning revenues may include variable consideration, primarily related to reimbursement of certain qualifying costs that are subject to DOE review, audit, allowability determinations, and final approval. The Company estimates variable consideration using the expected value method and recognizes revenue only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur.

Following the NAMCO Restructuring, we expect DEAMCO to be responsible for pursuing DOE reimbursement claims related to the DEAMCO Facility Entities. As a result, our decommissioning revenues are expected to be generated primarily through contractual service arrangements with DEAMCO that will reduce our direct exposure to variable consideration associated with DOE reimbursements.

Contract modifications

Contract modifications are generally executed through change orders and typically result from customer-directed changes in scope, sequencing, or timing of work. Because the Company’s arrangements generally comprise integrated services accounted for as a single performance obligation, most modifications do not add distinct goods or services and are accounted for as part of the existing contract. Accordingly, changes in the transaction price and/or measure of progress are recognized on a cumulative catch-up basis. Modifications are accounted for as a separate contract only when additional distinct goods or services are added at their standalone selling prices.

Palisades revenue

PPAs

Palisades is expected to generate revenue from the sale of electricity pursuant to PPAs. The Palisades plant has approximately 800 MW of capacity. All of the plant’s generating capacity is contracted under fixed-price long-term PPAs. Under these agreements, revenues are not expected to be subject to market price fluctuations in the MISO wholesale power markets.

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Grant

We recognize grant benefits when there is reasonable assurance that we will comply with the applicable conditions of the grant agreements and that the funds will be received. Grant funding related to the Palisades facility is recognized as income over the facility’s estimated useful life. To the extent that grant proceeds reimburse operating expenses reflected in the Consolidated Statements of Operations, we recognize the related income in the period in which the underlying expenses are incurred.

How we evaluate our operations

We use a variety of financial and operational metrics to assess the performance of our business. These metrics help us evaluate our business and growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. The key metrics we use to evaluate our business are provided below.

GAAP financial measures

Revenue

Revenue is a key measure used by our management to help us analyze our financial results, establish budget and operational goals for managing our business, evaluate our performance, and make strategic decisions.

Income (loss) from operations

Income (loss) from operations is a key measure used by our management to help us assess our business performance, monitor cost control and operating efficiency, set budget and operational objectives, evaluate our results, and make strategic decisions.

Income (loss) from operations is our income from operations, which includes revenue and income related to retirement of asset retirement obligations, less our operating expenses, which include direct operating costs, selling, general, and administrative expenses, and accretion of asset retirement obligations.

Non-GAAP financial measures

We present non-GAAP financial measures because we believe they provide useful information to investors regarding our operating performance and underlying business trends. These measures assist with period-to-period comparisons of our operating results and, in certain cases, facilitate comparisons with other companies in our industry. We also use non-GAAP financial measures internally to evaluate operating performance and to inform resource allocation and strategic planning decisions. Non-GAAP financial measures are not intended to be considered in isolation or as a substitute for GAAP measures and may differ from similarly titled measures used by other companies. Reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure are provided below.

EBITDA and EBITDA Margin

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The table below presents a reconciliation of net income and net income margin, the most directly comparable GAAP financial measures, to EBITDA and EBITDA Margin, respectively.


	Three months ended March 31,
	2026			2025
Dollars in Thousands, except percentages
Net income		17,769			25,432
Interest expense		2,728			434
Income taxes		(7,294	)		(698	)
Depreciation and amortization		27,530			2,982

EBITDA		40,733			28,150
Net income margin		11	%		14	%
EBITDA margin		25	%		16	%

The table below presents a reconciliation of net income and net income margin for the full years ended 2025 and 2024 respectively.


	Year ended December 31,
	2025			2024
Dollars in Thousands, except percentages
Net income		386,568			595,780
Interest expense		3,377			5,714
Income taxes		84,464			83,638
Depreciation and amortization		23,359			13,158

EBITDA		497,768			698,290
Net income margin		67	%		78	%
EBITDA margin		86	%		91	%

Operational measure

Backlog (Long-term contracts)

Backlog represents the dollar amount of revenue we expect to recognize in the future from signed contracts with customers.


	Three Months Ended March 31,		Year Ended December 31,
	2026		2025		2024
Dollars in Thousands
NPD
Remaining amounts to earn as of December 31,	$	10,758,199	$	10,937,981	$	10,528,592
Amounts expected to earn over next 12 months		334,182		438,277		471,739
Amount expected to earn beyond next 12 months		10,424,017		10,499,704		10,056,853
Palisades
Remaining amounts to earn as of December 31,	$	10,385,412	$	10,385,412	$	10,385,412
Amounts expected to earn over next 12 months		186,248		186,248		—
Amount expected to earn beyond next 12 months		10,199,164		10,199,164		10,385,412

Following the completion of the NAMCO Restructuring upon receipt of NRC and certain other regulatory approvals, the additional total backlog to be recognized for services to be performed for the DEAMCO Facility Entities is expected to be greater than $2.4 billion.

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See “Risk Factors—Risks related to our business—Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings” and “—We have not yet entered into arm’s length operator services agreements governing the decommissioning services we expect to provide to the DEAMCO Facility Entities following the completion of NAMCO Restructuring Phase II, and there can be no assurance that such agreements will be entered into on terms favorable to us or at all.”

Factors affecting the comparability of our financial results

Impact of the reorganization

Following the completion of this offering, we will be a corporation for U.S. federal and state income tax purposes. Our accounting predecessor, Holtec International, is treated as a flow-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level. Accordingly, unless otherwise specified, the historical results of operations and other financial information set forth in this prospectus do not include any provision for U.S. federal income tax. The Reorganization will be accounted for as a reorganization of entities under common control. As a result, our consolidated financial statements will recognize the assets and liabilities received in the Reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of Holtec International. In addition, in connection with the Reorganization and this offering, we will enter into the Tax Receivable Agreement pursuant to which we will be required to pay the TRA Beneficiaries 85% of the net cash savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits described under “Certain Relationships and Related Person Transactions—Proposed transactions with Holtec Nuclear—Tax Receivable Agreement.”

NAMCO Restructuring

As described above, ownership of the DEAMCO Facility Entities was recently transferred from NAMCO to DEAMCO, a direct subsidiary of Holtec Holdings. Each of the DEAMCO Facility Entities is presently managed by NAMCO. Notwithstanding the foregoing, the DEAMCO Facility Entities continue to be consolidated in the Company’s financial statements. Deconsolidation of the DEAMCO Facility Entities is expected to occur in NAMCO Restructuring Phase II only upon receipt of applicable NRC and certain other regulatory approvals and the implementation of certain support arrangements through DEAMCO. Any such deconsolidation would be reflected in the Company’s future consolidated financial statements. We will continue to own and operate the Palisades facility, manage the Palisades decommissioning trust and hold the direct exposure associated with Palisades long-term decommissioning liabilities after the completion of the NAMCO Restructuring.

The NAMCO Restructuring is intended to shift our role in decommissioning activities from asset ownership to a service-based model. Following implementation of this new structure, DEAMCO is expected to bear responsibility for the DEAMCO Facility Entities, including their respective NDTs and AROs. We expect that the Company will continue to generate decommissioning site services revenue through arm’s length contractual service arrangements with DEAMCO.

The proposed structure, when implemented, will affect the comparability of our financial results between periods. Historically, our financial statements reflected the economic effects of decommissioning asset ownership, including AROs, NDT fund performance, and related accounting impacts. Following the implementation of the proposed structure, our results are expected to reflect service-based revenues and operating costs, with reduced direct exposure to decommissioning-related cost uncertainties and NDT investment-related volatility.

Although we do not expect to bear primary economic responsibility for decommissioning activities under the new structure, our revenues from decommissioning services are expected to depend on the scope and timing of work authorized by DEAMCO, as well as the availability and performance of the NDT funds. As a result, our operating results may continue to be indirectly affected by market conditions and regulatory factors impacting such NDT funds.

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Public company expenses

We expect to incur additional recurring administrative expenses as a result of becoming a publicly traded corporation that we have not previously incurred, including costs associated with SEC reporting and compliance requirements, annual and quarterly reports to stockholders, transfer agent fees, audit fees, incremental director and officer liability insurance costs, Sarbanes-Oxley compliance readiness, and director and officer compensation. Additionally, in anticipation of this offering, we expect to hire additional employees and consultants, including accounting and legal personnel, in order to prepare for the requirements of being a publicly traded corporation. We additionally expect to incur approximately $4.0 million in incremental, non-recurring costs related to our transition to a publicly traded corporation.

Components of our results of operations

Revenues, direct operating costs, gross operating profit and gross operating margin

Following the NAMCO Restructuring, the DEAMCO Facility Entities will no longer be reflected in our consolidated financial statements.

We will continue to own and operate the Palisades facility, manage the Palisades decommissioning trust and hold the direct exposure associated with Palisades long-term decommissioning liabilities after the completion of the NAMCO Restructuring.

Revenues

Historically, the four components of revenue included construction revenues, site service revenues, decommissioning site service revenues, engineering and consulting service revenues. We expect to begin generating revenue in 2026 from sales of power from the Palisades power plant under the PPAs.

Drivers of changes in revenue include product and contract mix, pricing, backlog conversion timing, cancellations and delays.

Direct operating costs

All direct operating costs, including those associated with change orders, unresolved contract modifications, claims to or from customers, and back-charge recoveries, are recorded as incurred, and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Direct operating costs include all direct labor, material, subcontractors, equipment and indirect costs related to contract performance.

Drivers of changes in direct operating costs include product and contract mix, labor costs, inflation, productivity/efficiency variance, commodity and energy costs, and freight/logistic costs.

Gross operating profit and gross operating margin

Gross operating profit represents revenues less direct operating costs. Gross operating margin represents gross operating profit as a percentage of revenues. These components fluctuate based on the corresponding changes to revenues and direct operating costs occurring during the applicable period.

Operating expenses

Selling, general, and administrative expenses

Selling, general, and administrative expenses comprise overhead and indirect business expenses not directly assignable to specific contracts. Selling, general, and administrative expenses are charged to operations as incurred.

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Drivers of changes in selling, general, and administrative expenses include changes in headcount, compensation inflation, sales and marketing spend, bid and proposal costs, outside services, information technology costs, and facilities costs.

Accretion of asset retirement obligations

The Company recognizes a liability for its legal obligation to perform Asset Retirement Obligation (“ARO”) activities. AROs are measured at their fair value by using the present value of the estimated future cash outflows for demolition and decommissioning site restoration costs. Changes in the ARO resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion of asset retirement obligations in Holtec’s Consolidated Statement of Operations.

Drivers of changes in accretion of asset retirement obligations include changes in scope, engineering estimate updates, unit-cost changes, inflation assumption updates, new obligations placed in service, and settlements.

Asset retirement obligation settlement and measurement gain (loss)

Changes resulting from revisions to the timing or amount of estimated asset retirement cash flows are recognized as increases or decreases to the asset retirement obligation liability. If the related decommissioned nuclear sites are fully depreciated, the corresponding adjustments are recognized in earnings within asset retirement obligation settlement and measurement gain (loss).

Drivers of changes in asset retirement obligation settlement and measurement gain (loss) include changes in scope, engineering estimate updates, unit-cost changes, and inflation assumption updates, and settlements.

Other income (expenses)

Interest expense

Interest expense relates to amortization from our fixed income investments held in the NDTs and implied interest in the deferred purchase price of Oyster Creek Environmental Protection, LLC as well as interest payable on our outstanding borrowings under our credit facilities and interest expenses of our financing leases.

Drivers of changes in interest expense include changes in principal balances, instrument mix, interest rates, new issuance terms, fees and non-coupon interest components.

Interest and investment income

Interest income consists primarily of interest income earned on our cash, cash equivalents, and marketable securities.

Drivers of changes in interest and investment income include our average balance of cash, cash equivalents, and marketable securities during the period and market interest rates.

Realized gain/(loss) on investments

Represents gains recognized upon the sale or settlement of investment securities, primarily held in NDTs or as surplus cash, when proceeds exceed the securities’ cost basis.

Drivers of changes in realized gain/(loss) on investments include transaction activity, cost basis of assets sold, asset mix sold, market performance and timing, interest rate shifts, and geopolitical events.

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Unrealized gain/(loss) on investments

The increase in market value of investment holdings that have not yet been sold, marked to market at the financial statement date.

Drivers of changes in unrealized gain/(loss) on investments include portfolio balance, asset mix, market performance and timing, interest rate shifts, and geopolitical events.

Gain/(loss) on foreign currency exchange

The Company’s operations outside of the United States are largely financed in U.S. dollars and, accordingly, utilize the U.S. dollar as their functional currency. For these foreign subsidiaries, all foreign currency consolidated financial statement amounts are remeasured into U.S. dollars. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the consolidated statements of income.

Drivers of changes in gain/(loss) on foreign currency exchange include monetary assets and liabilities balances, concentration by currency, spot rate changes, and volatility.

Gain/(loss) on sale of fixed assets

Gain on sale of fixed assets is recognized when Holtec sells or disposes of physical assets for amounts exceeding their net book value. Conversely, loss on sale of fixed assets is recognized when the disposition was for less than their net book value.

Drivers of changes in gain/(loss) on sale of fixed assets include transaction activity, sale price, market conditions, net book value, and impairment or write-downs.

Other income (loss)

Other income (loss) varies between years.

Provision for income taxes

We have generally elected to be taxed as a pass-through entity under the applicable federal and state revenue codes, by unanimous consent of our stockholders, where available. As a result, there are no provisions for federal or state income taxes for the states for which Subchapter S status is permitted and elected. Instead, the stockholders are liable for federal and state income taxes on their individual tax returns. Certain states assess a separate corporate income tax which has been reflected in these Consolidated Financial Statements. The provision for state income taxes for those states in which the Company does not have pass-through status is determined by the asset and liability method.

Historically, we maintain NDTs to fund the cost of decommissioning our respective nuclear power plants. Pursuant to Section 468A of the Code, the NDTs in which we retain ownership are classified as “Qualified Funds.” As a result, the NDTs are taxed as separate taxpayers on their net investment earnings at a reduced rate of 20% for federal tax purposes. After the NAMCO Restructuring, we expect that the only NDT maintained by us will be associated with Palisades.

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Results of operations

Three Months Ended March 31, 2026, compared to the Three Months Ended March 31, 2025


	Three Months Ended March 31,
	2026			2025
Dollars in Thousands
Revenues	$	165,268		$	177,692
Direct operating costs		84,753			108,630

Gross operating profit		80,515			69,062

Operating expenses:
Selling, general, and administrative expenses		74,089			38,941
Accretion of asset retirement obligations		13,075			15,113

Total operating expenses		87,164			54,054
Asset retirement obligation settlement and measurement gain		66,141			21,193

Income from operations		59,492			36,201

Other income (expenses):
Interest expense		(2,728	)		(434	)
Interest and investment income		18,566			22,351
Realized gain on investments		132,916			4,718
Unrealized gain (loss) on investments		(198,249	)		(41,587	)
Gain on foreign currency exchange		213			632
Gain on sale of fixed assets		-			1,250
Other income (loss)		265			1,603

Net other income (expenses)		(49,017	)		(11,467	)
Income before provision for income taxes		10,475			24,734
Provision for income taxes		(7,294	)		(698	)

Net income		17,769			25,432
Less net (loss) income attributable to noncontrolling interests		(2,776	)		(27	)

Net income attributable to Holtec International and subsidiaries	$	20,545		$	25,459

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Business segment results of operations


	NPD						Palisades						Total
	Three Months Ended March 31,						Three Months Ended March 31,						Three Months Ended March 31,

Dollars in Thousands	2026			2025			2026			2025			2026			2025

Revenue	$	165,268		$	177,692		$	-		$	-		$	165,268		$	177,692
Direct operating costs		84,753			108,630			-			-			84,753			108,630

Gross operating profit		80,515			69,062			-			-			80,515			69,062
Operating expenses
IT development expenses		-			-			-			-			-			-
Other selling, general, and administrative expenses		50,253			39,028			23,836			(87	)		74,089			38,941
Accretion of asset retirement obligations		13,075			15,113			-			-			13,075			15,113

Total operating expenses		63,328			54,141			23,836			(87	)		87,164			54,054
Asset retirement obligation settlement and measurement gain		66,141			21,193			-			-			66,141			21,193

Total consolidated (loss) income from operations		83,328			36,114			(23,836	)		87			59,492			36,201

Other income (expenses)
Interest expense		(2,728	)		(434	)		-			-			(2,728	)		(434	)
Interest and investment income		18,478			21,930			88			421			18,566			22,351
Realized gain (loss) on investments		132,916			4,718			-			-			132,916			4,718
Unrealized gain (loss) on investments		(198,249	)		(41,587	)		-			-			(198,249	)		(41,587	)
Gain on foreign currency exchange		213			632			-			-			213			632
Gain on sale of fixed assets		-			1,250			-			-			-			1,250
Other income (loss)		265			1,603			-			-			265			1,603

Net other income (expenses)		(49,105	)		(11,888	)		88			421			(49,017	)		(11,467	)
Income (loss) before income taxes		34,223			24,226			(23,748	)		508			10,475			24,734
Provision for income taxes		(7,294	)		(698	)		-			-			(7,294	)		(698	)

Net income (loss)	$	41,517		$	24,924		$	(23,748	)	$	508		$	17,769		$	25,432

Revenue, direct operating costs, gross operating profit and gross operating margin


	Three Months Ended March 31,
	2026			2025			$ Change			% Change
Dollars in Thousands
Revenue	$	165,268		$	177,692		$	(12,424	)		(7.0	)%
Direct operating costs		84,753			108,630			(23,877	)		(22.0	)%

Gross operating profit	$	80,515		$	69,062		$	11,453			16.6	%

Gross operating margin		48.7	%		38.9	%					9.9	%

Revenue

Revenue decreased by $12.4 million for the three months ended March 31, 2026 compared to March 31, 2025. The decrease was primarily driven by (i) $42.8 million in lower cask-related revenues in 2026 due to the timing of various higher-value customer deliveries and related contract mix that will carry forward into 2027 and

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(ii) $4.9 million in revenue from Holtec Asia in 2025 that will not reoccur in 2026 as Holtec Asia was deconsolidated on January 1, 2026. This was partially offset by the recognition of a $30.7 million project for a customer in Ukraine resulting from the activation of an escalation clause in the customer contract for placement of new future cask orders.

Decommissioning site service revenues increased $10.0 million for the three months ended March 31, 2026 compared to March 31, 2025, due to increased spent fuel management activities at Palisades. Revenue levels in 2026 represent a steady-state level of decommissioning site services generated from ongoing spent fuel management and site restoration activities at current active decommissioning sites.

Direct operating costs

Direct operating costs decreased by $23.9 million for the three months ended March 31, 2026 compared to March 31, 2025, primarily reflecting lower costs associated with (i) $18.8 million in reduced cask-related system sales activity and (ii) the deconsolidation of the Holtec Asia enterprise unit, which had incurred costs of $5.1 million in the first quarter of 2025.

Gross operating profit and gross operating margin

Gross operating profit increased by $11.5 million and gross operating margin increased to 48.7% from 38.9% for the three months ended March 31, 2026 compared to March 31, 2025. The change in gross operating margin was primarily driven by the one-time revenue adjustment of $30 million on a customer contract in Ukraine where the corresponding cost of goods sold was reflected in a prior period.

Operating Expenses

Selling, general, and administrative expenses


	Three Months Ended March 31,
	2026		2025		$ Change		% Change
Dollars in Thousands
Selling, general, and administrative expenses	$	74,089	$	38,941	$	35,148		90.3	%

Selling, general, and administrative (“SG&A”) expenses increased by $35.1 million for the three months ended March 31, 2026 compared to March 31, 2025. The increase in SG&A is primarily driven by higher Palisades Restart project related expenses, largely attributable to increased depreciation of capitalizable assets of $24.0 million. NPD SG&A was also elevated, reflecting higher legal costs primarily related to litigation with the DOE for spent fuel reimbursement of $6.4 million along with increased payroll, benefits and insurance expenses of $3.8 million. The remaining increase is driven by accruals for incremental surety bond premiums and related fees of $1.3 million.

Accretion of asset retirement obligations


	Three Months Ended March 31,
	2026		2025		$ Change			% Change
Dollars in Thousands
Accretion of asset retirement obligations	$	13,075	$	15,113	$	(2,038	)		(13.5	)%

The $2.0 million decrease from the prior comparison period in accretion of asset retirement obligations is primarily driven by lower Indian Point accretion expense due to reduction in the ARO liability as work is performed on the site accounting for approximately $1.0 million of the total decrease.

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Asset retirement obligation settlement and measurement gain (loss)


	Three Months Ended March 31,
	2026		2025		$ Change		% Change
Dollars in Thousands
Asset retirement obligation settlement and measurement gain	$	66,141	$	21,193	$	44,948		212.1	%

The increase in asset retirement obligation settlement and measurement gains of $44.9 million compared to the three months ended March 31, 2025 was primarily driven by higher gains recognized at Indian Point of $38.6 million and at Pilgrim of $5.1 million due to an increase in planned work at the respective sites for the first quarter of 2026.

Other income (expenses)


	Three Months Ended March 31,
	2026			2025			$ Change			% Change
Dollars in Thousands
Interest expense	$	(2,728	)	$	(434	)	$	(2,294	)		(528.6	)%
Interest and investment income		18,566			22,351			(3,785	)		(16.9	)%
Realized gain on investments		132,916			4,718			128,198			2717.2	%
Unrealized loss on investments		(198,249	)		(41,587	)		(156,662	)		(376.7	)%
Gain on foreign currency exchange		213			632			(419	)		(66.3	)%
Gain on sale of fixed assets		-			1,250			(1,250	)		(100.0	)%
Other income (loss)		265			1,603			(1,338	)		(83.5	)%

Net other income (expenses)	$	(49,017	)	$	(11,467	)	$	(37,550	)		(327.5	)%

For the three months ended March 31, 2026 compared to March 31, 2025, total other income (expense), net, reflected the following changes and underlying factors:

•

Interest expense increased by $2.3 million, primarily driven by higher interest accrued on the Harbor revolving credit facility of $1.9 million, as well as increased interest associated with finance leases of approximately $0.4 million.

•

Interest and investment income decreased by $3.8 million, primarily due to lower average investable balances during the period. The NDTs experienced net cash outflows of approximately $511.0 million in 2025, which reduced income-generating assets that partially offset the impact of positive market returns.

•

Realized gain on investments increased by $128.2 million, primarily due to a higher volume of sales of appreciated securities during the period. Favorable market conditions provided opportunities to rebalance portions of the portfolio and monetize gains, resulting in greater realized gains relative to the prior period.

•

Unrealized gain on investments decreased by $156.7 million, due to comparatively lower mark-to-market valuation changes during the period.

•

Gain on foreign currency exchange decreased by $0.4 million, driven by fluctuations in exchange rates throughout the period across the various jurisdictions in which the Company operates.

•

Gain on sale of fixed assets decreased by $1.3 million as no equipment sales occurred in the first quarter of 2026.

•

Other income (loss) decreased by $1.3 million. In 2025, Other income relates to the Holtec Asia management fees that are no longer incurred in 2026.

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Provision for income taxes


	Three Months Ended March 31,
	2026			2025			$ Change			% Change
Dollars in Thousands
Provision for income taxes	$	(7,294	)	$	(698	)	$	(6,596	)		(945.0	)%

Historically, we have been classified as an “S” corporation for federal and state income tax purposes and therefore we have not been subject to federal income taxes. Our stockholders have been subject to federal income tax on their distributive share of our earnings. The material impact on the provision for income taxes results from the tax reported related to the Nuclear Decommissioning Trusts which are taxed as corporate entities.

Provision for income taxes increased by $6.6 million tax benefit for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase in the tax benefit is a result of the increase in the taxable loss, comprised mainly of unrealized losses, reported by the Nuclear Decommissioning Trusts for the period ended March 31, 2026 compared to the period ended March 31, 2025.

Effective Income Tax Rate

The Company’s effective income tax rate was (74.0)% and (3.4)% for the three months ended March 31, 2026 and 2025, respectively. Due to significant variability in forecasted full-year results, including ordinary income (loss) for the operating company and unrealized gains and losses within the NDTs, the Company is unable to reliably estimate an annual effective tax rate. Accordingly, income tax expense for the periods presented was based on the actual year-to-date effective tax rate.

The Company’s effective tax rate is significantly impacted by the tax treatment of its operating company, which is structured as an S corporation for U.S. federal income tax purposes, and by the activity of the NDTs.

The operating company is generally treated as a flow-through entity for U.S. federal income tax purposes and therefore is not subject to federal corporate income tax. However, the Company is subject to state income taxes in certain jurisdictions that impose entity-level taxation on S corporations or similar entities. The blended state effective tax rate associated with these jurisdictions, primarily California, Louisiana, New Jersey, and New York, was approximately 2.9% for the three months ended March 31, 2026 and 2025.

The NDTs are taxable entities and receive preferential tax treatment under Internal Revenue Code Section 468A. The effective tax rates associated with the NDTs were approximately 20.0% and 14.2% for the three months ended March 31, 2026 and 2025, respectively.

The Company’s consolidated effective tax rate was materially impacted by pre-tax losses and unrealized losses recognized within the NDTs during the periods presented. For the three months ended March 31, 2026 and 2025, the NDTs recorded pre-tax book losses of approximately $46.9 million and $16.8 million, respectively, including unrealized losses of approximately $198.1 million and $41.5 million, respectively. The resulting tax benefit associated with these losses was the primary driver of the Company’s overall effective tax rate benefit during the periods presented.

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Year Ended December 31, 2025, compared to Year Ended December 31, 2024


	Year Ended December 31,
	2025			2024
Dollars in Thousands
Revenues	$	576,617		$	765,531
Direct operating costs		377,082			432,698

Gross operating profit		199,535			332,833

Operating expenses:
Selling, general, and administrative expenses		160,169			146,955
Accretion of asset retirement obligations		60,452			72,604

Total operating expenses		220,621			219,559
Asset retirement obligation settlement and measurement gain		58,181			177,711

Income from operations		37,095			290,985

Other income (expenses):
Interest expense		(3,377	)		(5,714	)
Interest and investment income		78,963			91,741
Realized gain on investments		118,536			45,536
Unrealized gain on investments		230,033			247,552
Gain on foreign currency exchange		6,169			3,775
Gain on sale of fixed assets		2,342			520
Other income (loss)		1,271			5,023

Net other income (expenses)		433,937			388,433
Income before provision for income taxes		471,032			679,418
Provision for income taxes		84,464			83,638

Net income		386,568			595,780
Less net (loss) income attributable to noncontrolling interests		(11,047	)		3,836

Net income attributable to Holtec International and subsidiaries	$	397,615		$	591,944

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Business segment results of operations


	NPD						Palisades						Total
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2025			2024			2025			2024			2025			2024
Dollars in Thousands
Revenue	$	576,617		$	765,531		$	-		$	-		$	576,617		$	765,531
Direct operating costs		377,082			432,698			-			-			377,082			432,698

Gross operating profit		199,535			332,833			-			-			199,535			332,833
Operating expenses
IT development expenses		1,354			1,362			-			-			1,354			1,362
Other selling, general, and administrative expenses		149,068			144,498			9,747			1,095			158,815			145,593
Accretion of asset retirement obligations		60,452			72,604			-			-			60,452			72,604

Total operating expenses		210,874			218,464			9,747			1,095			220,621			219,559
Asset retirement obligation settlement and measurement gain		58,181			177,711			-			-			58,181			177,711

Total consolidated (loss) income from operations		46,842			292,080			(9,747	)		(1,095	)		37,095			290,985

Other income (expenses)
Interest expense		(3,377	)		(5,714	)		-			-			(3,377	)		(5,714	)
Interest and investment income		77,648			91,339			1,315			402			78,963			91,741
Realized gain (loss) on investments		118,536			45,536			-			-			118,536			45,536
Unrealized gain (loss) on investments		230,033			247,552			-			-			230,033			247,552
Gain on foreign currency exchange		6,169			3,775			-			-			6,169			3,775
Gain on sale of fixed assets		2,342			520			-			-			2,342			520
Other income (loss)		1,271			5,023			-			-			1,271			5,023

Net other income (expenses)		432,622			388,031			1,315			402			433,937			388,433
Income (loss) before income taxes		479,464			680,111			(8,432	)		(693	)		471,032			679,418
Provision for income taxes		84,464			83,638			-			-			84,464			83,638

Net income (loss)	$	395,000		$	596,473		$	(8,432	)	$	(693	)	$	386,568		$	595,780

Revenue, direct operating costs, gross operating profit and gross operating margin


	Year Ended December 31,
	2025			2024			$ Change			% Change
Dollars in Thousands
Revenue	$	576,617		$	765,531		$	(188,914	)		(24.7	)%
Direct operating costs		377,082			432,698			(55,616	)		(12.9	)%

Gross operating profit	$	199,535		$	332,833		$	(133,298	)		(40.0	)%

Gross operating margin		34.6	%		43.5	%					(8.9	)%

Revenue

Revenue decreased by $188.9 million for the year ended December 31, 2025 from December 31, 2024. The decrease was primarily driven by (i) lower decommissioning site service revenues as certain discrete site activities, primarily at the Indian Point site, including site cleanup and reactor segmentation work that were

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completed in 2024 or otherwise did not recur at the same level in 2025 and our decommissioning-related work shifted toward a more steady-state spent fuel management profile, and (ii) lower construction and site service revenues (including cask-related revenues) due to the timing of various higher-value customer deliveries and related contract mix in 2025.

Decommissioning site service revenues decreased by $134.0 million, from approximately $157.0 million in 2024 to approximately $23.0 million in 2025. This decrease was primarily attributable to the completion of certain site cleanup and related project activity at Indian Point in 2024, including the completion of full core offload and Greater Than Class C (“GTCC”) waste activities associated with reactor segmentation, which did not recur at the same level in 2025, and the resulting reduction in reimbursable costs incurred and corresponding revenue recognized under our over-time cost-incurred input method. Revenue levels in 2025 represent a steady-state level of decommissioning site services generated from ongoing spent fuel management activities at currently active decommissioning sites.

We expect decommissioning site service revenues to continue to vary period to period based on the timing and extent of reimbursable activities performed at each site. After the plant restart, Palisades will begin generating revenue from commercial operations under long-term PPAs. As part of the ongoing operations at Palisades, the Company expects to perform additional dry fuel storage campaigns periodically, which will generate incremental decommissioning site service revenue.

In addition, revenues from construction and site service decreased by approximately $52.0 million in 2025 compared to 2024, primarily due to lower dry cask-related sales of $43.0 million driven by the timing of various higher-value customer deliveries and the cyclical nature of the Company’s contracts.

Direct operating costs

Direct operating costs decreased by $55.6 million in 2025, primarily reflecting lower costs associated with (i) reduced cask-related system sales activity and (ii) reduced decommissioning-related activities compared to the prior year.

The reduction in costs associated with cask-related system sales accounted for approximately $36.4 million of the year-over-year decrease in direct operating costs, largely consistent with the lower dry cask-related revenue volume and related project activity in 2025. Decommissioning-related direct costs decreased by approximately $25 million, primarily due to lower reimbursable activity levels in 2025 following the completion of certain Indian Point site cleanup projects in 2024.

Gross operating profit and gross operating margin

Gross operating profit decreased by $133.3 million and gross operating margin decreased to 34.6% from 43.5% from 2024 to 2025. The change in gross operating margin was primarily driven by (i) business mix (lower decommissioning revenues and lower dry storage system sales), (ii) the relative profitability of the work performed in each period (including the stage of completion and risk profile of projects under the percentage-of-completion model), and (iii) period-to-period variability in estimates of contract cost and profitability on construction-type and site-service contracts, including the impact of change orders and contract modifications recognized on a cumulative catch-up basis.

Operating Expenses

Selling, general, and administrative expenses


	Year Ended December 31,
	2025		2024		$ Change		% Change
Dollars in Thousands
Selling, general, and administrative expenses	$	160,169	$	146,955	$	13,214		9.0	%

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Selling, general, and administrative (“SG&A”) expenses increased by $13.2 million in 2025. The increase was primarily driven by higher Palisades restart-related maintenance and other general expenses of approximately $64.4 million, consisting mostly of monitoring and security costs incurred to support fuel management activities, as well as training and depreciation, which were expensed as incurred. This increase was partially offset by $54.7 million of grant income recognized as a reduction of SG&A in 2025, reflecting grant proceeds recognized in the period as underlying qualifying costs were incurred and other grant conditions were met. For additional information regarding the accounting policy of Palisades capitalized costs and grant policy see Note 2— “Basis of Presentation and Significant Accounting Policies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

Accretion of asset retirement obligations


	Year Ended December 31,
	2025		2024		$ Change			% Change
Dollars in Thousands
Accretion of asset retirement obligations	$	60,452	$	72,604	$	(12,152	)		(16.7	)%

The $12.2 million decrease in accretion of asset retirement obligations in 2025 from 2024 was primarily driven by lower Palisades accretion expense, which accounted for approximately $9.3 million. The decrease in accretion expense reflects the lower ARO balance resulting from the 2024 remeasurement of the Palisades ARO liability following the DOE approval to transition the site from decommissioning to restart operations.

Asset retirement obligation settlement and measurement gain (loss)


	Year Ended December 31,
	2025		2024		$ Change			% Change
Dollars in Thousands
Asset retirement obligation settlement and measurement gain	$	58,181	$	177,711	$	(119,530	)		(67.3	)%

The decrease in asset retirement obligation settlement and measurement gains of $119.5 million was primarily driven by a $186.1 million gain recognized in 2024 related to the remeasurement of the liability for the Palisades nuclear decommissioning site. The remeasurement followed approval from the DOE to transition from decommissioning activities to restart, with remaining decommissioning efforts not expected to recommence until 2054, at the earliest. This was partially offset by approximately $67 million of settlement and measurement gains recognized in 2025, primarily from the Indian Point and Pilgrim decommissioning sites.

Other income (expenses)


	Year Ended December 31,
	2025			2024			$ Change			% Change
Dollars in Thousands
Interest expense	$	(3,377	)	$	(5,714	)	$	2,337			40.9	%
Interest and investment income		78,963			91,741			(12,778	)		(13.9	)%
Realized gain on investments		118,536			45,536			73,000			160.3	%
Unrealized gain on investments		230,033			247,552			(17,519	)		(7.1	)%
Gain on foreign currency exchange		6,169			3,775			2,394			63.4	%
Gain on sale of fixed assets		2,342			520			1,822			350.4	%
Other income (loss)		1,271			5,023			(3,752	)		(74.7	)%

Net other income (expenses)	$	433,937		$	388,433		$	45,504			11.7	%

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For the year ended December 31, 2025, total other income (expense), net, reflected the following changes and underlying factors:

•

Interest expense decreased by $2.3 million, primarily driven by a $3.6 million reduction in bond amortization expense across the various decommissioning entities. This decrease was partially offset by $0.45 million in finance lease interest expense and $0.63 million in interest expense related to the Company’s credit agreements.

•

Interest and investment income decreased by $12.8 million, primarily due to lower average investable balances during the year. The NDTs experienced net cash outflows of approximately $511.0 million in 2025, which reduced income-generating assets and partially offset the impact of positive market returns.

•

Realized gain on investments increased by $73.0 million, primarily due to a higher volume of sales of appreciated securities during the year. Favorable market conditions provided opportunities to rebalance portions of the portfolio and monetize gains, resulting in greater realized gains relative to the prior year.

•

Unrealized gain on investments decreased by $17.5 million, due to comparatively lower mark-to-market valuation changes during the year.

•

Gain on foreign currency exchange increased by $2.4 million, driven by favorable fluctuations in exchange rates throughout the year across the various jurisdictions in which the Company operates.

•

Gain on sale of fixed assets increased by $1.8 million, primarily driven by the sale of $1.3 million in the Company’s equipment.

•

Other income (loss) decreased by $3.8 million from 2024 to 2025. In 2024, Other Income relates to the portion of interest-bearing notes with Community Development Enterprises that were forgiven.

Provision for income taxes


	Year Ended December 31,
	2025		2024		$ Change		% Change
Dollars in Thousands
Provision for income taxes	$	84,464	$	83,638	$	826		1.0	%

Provision for income taxes increased by $0.8 million in 2025 compared to 2024. Although the Company’s S-Corporation state taxable income declined by approximately $170.0 million year over year, this income is subject to a lower effective tax rate. In contrast, taxable income from the NDTs activity increased, primarily driven by higher realized gains of $73.0 million compared to 2024, and is subject to a 20% federal statutory tax rate. The NDTs taxable income was partially offset by the utilization of a capital loss carryforward.

Liquidity and capital resources

Our liquidity requirements are primarily driven by capital expenditures, direct operating costs, operating expenses and working capital needs associated with the restart of Palisades and the expansion of NPD’s manufacturing operations. These activities are capital intensive and require significant upfront investment prior to the generation of corresponding cash flows.

Our primary sources of liquidity consist of cash flows generated from operating and NDT investing activities, borrowings under the DOE LGA Facility providing for up to $1.52 billion of financing, and borrowings under our

133

credit facilities, including related-party facilities. From time to time, we may utilize borrowings under our credit facilities to fund capital expenditures prior to the receipt of proceeds under the DOE LGA Facility. Following the completion of the NAMCO Restructuring, the cash flows associated with NDT investment activity will no longer be reflected in the Company’s consolidated financial statements even though we expect to continue to generate decommissioning revenue from the DEAMCO Facility Entities through HDI pursuant to arm’s length contractual arrangements.

NPD’s liquidity needs are primarily driven by capital expenditures related to enhancements to our existing manufacturing facility and the planned construction of an additional SMR manufacturing facility. We expect to fund these expenditures through cash flows from operating activities, borrowings under our credit facilities, including related-party facilities, and proceeds from this offering.

We believe that our existing liquidity and capital resources will be sufficient to meet our anticipated operating, capital expenditure and working capital requirements for at least the next 12 months. However, our future liquidity requirements may be greater than currently anticipated due to changes in project scope, timing, regulatory requirements or other factors, including, but not limited to, our rate of growth, the timing and extent of spending on research and development efforts, the development and adoption of our new products and technologies, including our SMR-300s, capital expenditures and volatility in capital markets and overall economic conditions, and we may seek additional funding through debt or equity financings or other arrangements. The sale of additional equity securities would result in additional dilution to stockholders. Incurring debt financing would result in debt service obligations. The instruments governing such debt could provide for operating and financing covenants that may restrict our operations. There can be no assurance that we will be able to raise additional funds on terms that are attractive to us or at all. The inability to raise funds may adversely affect our business, results of operations, financial condition and future prospects.

Cash flow statement highlights


	Three Months Ended March 31
	2026			2025			$ Change			% Change
Dollars in Thousands
Net cash provided by (used in) operating activities	$	53,945		$	88,153			(34,208	)		(38.8	)%
Net cash provided by (used in) investing activities		(227,704	)		(205,861	)		(21,843	)		(10.6	)%
Net cash provided by (used in) financing activities		160,343			104,504			55,839			53.4	%

Net increase (decrease) in cash and cash equivalents	$	(13,416	)	$	(13,204	)	$	(212	)		(1.6	)%

For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, our cash flow reflected several changes across operating, investing, and financing activities, with the following notable contributions and drivers:

Operating activities

The period-over-period change in net cash used in operations was primarily driven by a $7.7 million decrease in net income, partially offset by changes in non-cash items and working capital discussed below.

Key reconciling non-cash items primarily included:

•

ARO: $47 million related to accretion expenses and settlement and measurement (gain) loss items;

134

•

Realized and unrealized gains (losses) on investments: $28.5 million, reflecting mark-to-market and sales activity within the investment portfolio that impacted net income but did not reflect operating cash receipts in the period;

•

Depreciation and amortization: $24.6 million; and

•

Deferred income tax provision: $32.3 million.

Changes in working capital resulted in a net use of $5 million of cash in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by fluctuations in receivables, contract assets and liabilities, and accrued expenses, reflecting the timing of revenue recognition, billing, and cash collections on long-term contracts.

The change in working capital is driven primarily by:

•

Accounts and contract receivables represent a use of cash of approximately $22.4 million, primarily due to the collection of amounts billed in prior periods and the achievement of billing milestones on certain projects;

•

The impact of the change in DOE receivable for spent fuel increased favorably by approximately $9.6 million; however, this change primarily reflects the timing of revenue recognition. For additional information regarding DOE receivable see Note 4— “Site Decommissioning” in the notes to our annual consolidated financial statements;

•

Costs and estimated earnings in excess of billings decreased by $7.4 million, representing a source of cash. In addition, billings in excess of costs and estimated earnings decreased by $18.2 million, further reflecting the timing differences between revenue recognition and invoicing;

•

Accounts payable decreased by $6.3 million, representing the timing of vendor payments, while accrued expenses and other liabilities increased by $6.5 million, providing a source of cash primarily due to the timing of expense recognition and settlement; and

•

Prepaid expenses and other assets, including other non-current assets, used approximately $8.1 million of cash, primarily due to timing of advance payments.

Investing activities

The period-over-period change in investing cash flow decreased by $21.8 million. The change was primarily driven by:

•

Capital expenditures: cash used for capital expenditures increased by approximately $92.1 million, primarily related to Palisades’ restart spending and further investments in the SMR-300 program.

•

NDT investment activity: net proceeds from NDT investment activities decreased by approximately $78.0 million, reflecting:

•

Decrease in purchases of NDT investments of $56.4 million;

•

Increase in sales of NDT investments of $41.9 million;

•

Decrease in proceeds from redemption of NDT debt securities of $20.4 million; and

•

Decrease in grant reimbursement for capital projects of $7.7 million.

Financing activities

The period-over-period change in financing cash flow increased by $55.8 million. The change was primarily driven by:

•

Debt activity: an increase of approximately $107.9 million in debt proceeds, reflecting borrowings under the DOE loans for Palisades;

135

•

Distributions: an $11.5 million increase in distributions to stockholders’ interests; and

•

Deconsolidation: $11.5 million in proceeds from the deconsolidation of Holtec Asia on January 1, 2026.

Cash requirements

Our material cash requirements have consisted of capital expenditures, direct operating costs, operating expenses, and working capital needs, and we anticipate will continue to consist of capital expenditures, direct operating costs, operating expenses, and working capital needs.

Capital expenditures


	Three Months Ended March 31,
	2026		2025		$ Change		% Change
Dollars in Thousands
Capital expenditures	$	359,168	$	267,081	$	92,087		34.5	%

Capital expenditures represent the cash paid for capital expenditures for the three months ended March 31, 2026 and the three months ended March, 31 2025, and reconcile to the capital expenditures in the investing activities on the Consolidated Statement of Cash Flows.

Capital expenditures for the three months ended March 31, 2026 and the three months ended March 31, 2025 were primarily attributable to additional investment in the Palisades restart project and continued capital investment in the SMR-300 program and related cost-share award activities.

Cash flow statement highlights


	Year Ended December 31,
	2025			2024			$ Change			% Change
Dollars in Thousands
Net cash provided by (used in) operating activities	$	(248,512	)	$	(150,157	)		(98,355	)		(65.5	)%
Net cash provided by (used in) investing activities		(474,969	)		392,383			(867,352	)		(221.0	)%
Net cash provided by (used in) financing activities		640,570			(211,193	)		851,763			403.3	%

Net increase (decrease) in cash and cash equivalents	$	(82,911	)	$	31,033		$	(113,944	)		(367.2	)%

For the year ended December 31, 2025, our cash flow reflected several changes across operating, investing, and financing activities, with the following notable contributions and drivers:

Operating activities

The period-over-period change in net cash used in operations was primarily driven by a $209.2 million decrease in net income, partially offset by changes in non-cash items and working capital discussed below.

Key reconciling non-cash items primarily included:

•

ARO: $107.4 million related to accretion expenses and settlement and measurement (gain) loss items;

136

•

Realized and unrealized gains (losses) on investments: $55.5 million, reflecting mark-to-market and sales activity within the investment portfolio that impacted net income but did not reflect operating cash receipts in the period;

•

Michigan grant reimbursements recognized as a reduction of expenses $54.7 million;

•

Depreciation and amortization: $10.2 million; and

•

Deferred income tax provision: $7.8 million.

Changes in working capital resulted in a net source of $111.5 million of cash in 2025 compared to 2024, primarily driven by fluctuations in receivables, contract assets and liabilities, and accrued expenses, reflecting the timing of revenue recognition, billing, and cash collections on long-term contracts.

The change in working capital is driven primarily by:

•

Accounts and contract receivables provided a source of cash of approximately $57.9 million, primarily due to the collection of amounts billed in prior periods and the achievement of billing milestones on certain projects;

•

The impact of the change in DOE receivable for spent fuel increased favorably by approximately $137.9 million; however, this change primarily reflects the timing of revenue recognition. For additional information regarding DOE receivable see Note 4— “Site Decommissioning” in the notes to our annual consolidated financial statements;

•

Costs and estimated earnings in excess of billings increased by $48.2 million, representing a use of cash. In addition, billings in excess of costs and estimated earnings decreased by $20.7 million, further reflecting the timing differences between revenue recognition and invoicing;

•

Accounts payable decreased by $24.7 million, representing the timing of vendor payments, while accrued expenses and other liabilities increased by $97.1 million, providing a source of cash primarily due to the timing of expense recognition and settlement; and

•

Prepaid expenses and other assets, including other non-current assets, used approximately $97.3 million of cash, primarily due to timing of advance payments.

Investing activities

The period-over-period change in investing cash flow decreased by $867.4 million. The change was primarily driven by:

•

Capital expenditures: cash used for capital expenditures increased by approximately $437.1 million, primarily related to Palisades’ restart spending and further investments in the SMR-300 program.

•

NDT investment activity: net proceeds from NDT investment activities decreased by approximately $178 million, reflecting:

•

Decrease in purchases of NDT investments of $809.2 million;

•

Decrease in sales of NDT investments of $874.0 million; and

•

Decrease in proceeds from redemption of NDT debt securities of $113.2 million.

•

Michigan grant proceeds: cash received in 2024 of $300 million from the State of Michigan grant did not recur in 2025, contributing to the year-over-year change. For additional information regarding the accounting policy of Palisades capitalized costs and grant policy see Note 2— “Basis of Presentation and Significant Accounting Policies” in the notes to our annual consolidated financial statements.

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Financing activities

The period-over-period change in financing cash flow decreased by $851.8 million. The change was primarily driven by:

•

Debt activity: an increase of approximately $787.3 million in debt proceeds, reflecting borrowings of:

•

$677.3 million under the DOE LGA agreement; and

•

$110 million and a $10 million repayment under our 2025 RP Agreement (as defined herein); and

•

Distributions: a $59.1 million increase in distributions to stockholders’ interests compared to 2024.

Cash requirements

Capital expenditures


	Year Ended December 31,
	2025		2024		$ Change		% Change
Dollars in Thousands
Capital Expenditures	$	983,562	$	546,432	$	437,130		80.0	%

Capital expenditures represent the cash paid for capital expenditures for the years ended December 31, 2025 and 2024, and reconcile to the capital expenditures in the investing activities on the Consolidated Statement of Cash Flows.

Capital expenditures for the years ended December 31, 2025 and 2024 were primarily attributable to additional investment in the Palisades restart project of $868.6 million and $436.5 million, respectively, as well as continued capital investment in the SMR-300 program and related cost-share award activities.

Indebtedness

DOE Loan Guarantee Agreement

On July 31, 2024, we entered into a Loan Guarantee Agreement (the “LGA”) with the DOE, which guarantees loan advances from the Federal Financing Bank (the “FFB”) to us in an amount of up to $1.52 billion, subject to certain conditions and in accordance with the terms of the LGA. Upon execution of the LGA, we paid (i) a one-time facility fee of $8.1 million and (ii) a prorated 2024 maintenance fee of $0.2 million. For each subsequent year during the term of the LGA, we are required to pay an annual maintenance fee of $0.3 million. As a condition under the LGA to receiving loan proceeds, we were required to make a “Base Equity Commitment” to the Palisades project up to $390.0 million. In connection with taking the first loan advance, we were required to (i) make an “Initial Base Equity Commitment” of at least $150.0 million in the form of cash deposits into the project’s Restart Account or payment of Project Costs prior to September 10, 2024, and (ii) make a “Supplemental Base Equity Commitment” of $65.0 million in the form of cash deposited into the project’s Base Equity Account or a letter of credit acceptable to the DOE. We were also required to guarantee 50% of the obligations under the Notes (as defined below) from FFB and certain other related secured obligations. In addition, we were required to secure a grant of $300.0 million from the State of Michigan and deposit those funds into the project’s Restart Account.

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On January 17, 2025, we received our first loan advance from the FFB for the Palisades restart. Our obligations to FFB are guaranteed under the LGA. The LGA provides us with guaranteed funding of up to $1.52 billion through two notes (“Note 1” and “Note 2” and collectively, the “Notes”) from the FFB. As of March 31, 2026 total advances received from the FFB were $784.8 million, all of which were classified as long-term debt, with principal and interest repayments scheduled to commence on December 15, 2027. The effective interest rate as of March 31, 2026 is 4.564%. As of December 31, 2025, total advances received from the FFB were $677.3 million, all of which are classified as long-term debt, with principal and interest repayments scheduled to commence on December 15, 2027. The effective interest rate on total advances received as of December 31, 2025 is 4.584%. In April 2026, the Company received an additional advance in the amount of $240.0 million which bears interest at an effective rate of 4.595%, and in February 2026, the Company received an additional advance in the amount of $107.6 million which bears interest at an effective rate of 4.436%.

Note 1 permits capitalized interest up to $132.0 million and principal up to $1.057 billion. The first scheduled payment date is December 15, 2027, with semiannual payments on June 15 and December 15 thereafter, and a maturity date of June 15, 2037. The interest rate for each advance is established by the FFB at the time the advance is made and is equal to the current average yield on outstanding marketable obligations of the United States of comparable maturity plus 0.375% per annum.

Note 2 permits capitalized interest up to $36.7 million and principal up to $294.1 million. The first scheduled payment date is December 15, 2027, with semiannual payment dates on June 15 and December 15 thereafter, and a maturity date of December 15, 2045. The interest rate for each advance is established by the FFB at the time the advance is made and is equal to the current average yield on outstanding marketable obligations of the United States of comparable maturity plus 0.375% per annum.

On August 25, 2025, the Palisades Power Plant in Covert, Michigan, officially transitioned from decommissioning status to operation status for regulatory purposes status under the oversight of the NRC, following the agency’s July 2025 approval of our licensing package. We expect Palisades to be the first nuclear facility in the United States to move from decommissioning back to commercial power operation status upon completion of the remaining restart steps. While authorized to receive nuclear fuel and complete restart preparations, final power operations are subject to compliance with applicable Technical Specifications and regulatory requirements. The plant’s Emergency Response Organization is fully activated, and extensive maintenance, inspections, and testing are underway as part of the restart process. Upon return to service, Palisades will provide approximately 800 megawatts of electricity.

Letter of Credit Facility and 2025 D&D Agreement

We are party to a Letter of Credit Facility Agreement with BMO Bank N.A. (“BMO”), as agent for itself and Bank of Montreal, pursuant to which letters of credit may be issued for our benefit (as amended, the “Letter of Credit Facility”). The Letter of Credit Facility was amended in December 2024 to increase the facility amount to $193.0 million. In October 2025, the 2022 Credit Agreement was amended to increase the facility amount to $250.0 million. We had $188.6 million of outstanding letters of credit as of December 31, 2024, and $238.7 million of outstanding letters of credit as of December 31, 2025, none of which have been drawn. In March 2026, the Letter of Credit Facility was amended to increase the facility limit to $400.0 million, of which $390.3 million was outstanding as of March 31, 2026.

In October 2025, we entered into a Discretionary and Demand Line of Credit Agreement with BMO (the “2025 D&D Agreement”), which provides an uncommitted, discretionary, demand revolving line of credit with an aggregate maximum principal amount of $50.0 million. Borrowings under the 2025 D&D Agreement bear interest at a rate equal to the one-month SOFR rate plus 0.75% per annum, payable monthly, and may be accelerated at the bank’s option. As of December 31, 2025, there were no cash borrowings outstanding under the 2025 D&D Agreement. In January and February 2026, we borrowed $80.0 million under the 2025 D&D Agreement with BMO, of which $57.0 million was repaid between February and April 2026, resulting in $28.0 million outstanding as of March 31, 2026.

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Related party indebtedness

Certain of our indebtedness involves related parties under common ownership or control, including arrangements in which related parties provide collateral support for our credit facilities, as described below. For additional information, see “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates.”

Collateral support provided by Harbor for the Letter of Credit Facility and the 2025 D&D Agreement

In connection with the Letter of Credit Facility and the 2025 D&D Agreement, on October 15, 2025, Harbor Associates Limited Partnership (“Harbor”), an entity owned and controlled by our founder, Dr. Krishna P. Singh, entered into a Third Amended and Restated Security Agreement with BMO, as agent. Pursuant to that security agreement, Harbor granted a continuing security interest in specified collateral accounts and related property to secure our obligations under both the Letter of Credit Facility and the 2025 D&D Agreement.

Revolving loan agreement with Harbor

In October 2025, we entered into a Revolving Loan Agreement with Harbor (as amended, the “2025 RP Agreement”) that provides us with a revolving credit facility with a maximum aggregate principal amount of $100.0 million. Borrowings under the 2025 RP Agreement bear interest at a rate equal to the greater of (1) rate of one-month SOFR rate plus 0.75% per annum or (2) the applicable federal rate. The 2025 RP Agreement remains available in perpetuity until terminated by either party upon written notice to the other party. As of December 31, 2025, the revolving loan was fully drawn. In 2026 the 2025 RP Agreement was amended, and the facility limit was increased to $250.0 million. In addition, effective April 1, 2026, the 2025 RP Agreement bears interest at a rate equal to the greater of (1) the one-month SOFR plus 1.50% per annum or (2) the applicable federal rate. In January 2026, the Company drew an additional aggregate amount of $125.0 million under the revolving loan.

Contractual obligations

We are party to contractual obligations involving commitments to make payments to third parties. Such material obligations as of March 31, 2026, are summarized below.

Cost-share awards

We have entered into cost-sharing arrangements with U.S. and international government agencies to support the development of certain future projects. We capitalize qualifying project costs as non-current other assets in the consolidated balance sheet. We invoice the government agencies for their reimbursable share of eligible costs, and amounts billed are recorded as a reduction of the related capitalized project costs within non-current other assets, resulting in a net asset balance.

Capitalized qualifying project costs, net of reimbursements, were $4.3 million and $9.9 million as of March 31, 2026 and December 31, 2025, respectively. Assets associated with the cost-sharing awards are amortized when they are substantially complete and available for their intended use.

Capitalized qualifying project costs, net of reimbursements, were $9.9 million and $12.3 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, no related assets were substantially complete; therefore, no amortization expense was recorded.

For a summary of the required outlays to receive the cost-share awards, see Note 17—“Commitments and Contingencies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

Following the completion of NAMCO Restructuring Phase II, the financial results of Pilgrim, Big Rock Point, Indian Point and Oyster Creek will be deconsolidated from our consolidated financial statements.

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Pilgrim

As part of the Pilgrim transaction with Entergy, we agreed to provide certain parent guarantees to provide assurance to Entergy regarding our indemnity obligations included in the Pilgrim Equity Purchase Agreement.

Separately, on June 16, 2020, Holtec Pilgrim, LLC (“Holtec Pilgrim”), our wholly owned subsidiary, and HDI (collectively, the “Holtec Pilgrim Parties”) entered into a settlement agreement (the “Pilgrim Settlement Agreement”) with the Commonwealth of Massachusetts (the “Commonwealth”) to resolve outstanding litigation and regulatory proceedings related to the ownership, decommissioning, and site restoration of the Pilgrim Nuclear Power Station (“Pilgrim”). Under the Settlement Agreement, the Holtec Pilgrim Parties agreed to:

Provide assurances to the Commonwealth that the Pilgrim NDT will have adequate funds to decommission the site through the Partial Site Release (the date the NRC approves our application for partial release of the Pilgrim site for unrestricted use) and to file an annual 10 C.F.R. §50.75(f)(1) report to the NRC.

ii.

If the estimated amount in the Pilgrim NDT at the Partial Site Release is ever less than the value of $193.3 million (subject to adjustment for inflation in accordance with the Pilgrim Settlement Agreement, the “Phase 1 Minimum Balance”), the Holtec Pilgrim Parties must deposit within 30 days following submission to the NRC, sufficient funds to increase the NDT balance at Partial Site Release to an amount equal to the Phase 1 Minimum Balance. The Holtec Pilgrim Parties shall use proceeds recovered through litigation or settlement with the DOE. If DOE recoveries are insufficient to make up any shortfall, the Holtec Pilgrim Parties will utilize funds from an alternative source or other financial assurance of equivalent value in the form of parental guarantee, letter of credit, or other mutually acceptable instruments. The Holtec Pilgrim Parties shall deposit funds into the Pilgrim NDT or a separate fund meeting the requirements of the settlement reached with the Commonwealth.

iii.

After Partial Site Release, the Holtec Pilgrim Parties are required to report to the NRC the estimated amount required to pay for remaining decommissioning activities. If the amount in the NDT is ever less than $38.4 million (in 2021 dollars, the “Phase 2 Minimum Balance”), Holtec shall deposit an amount sufficient to increase the value of the Pilgrim NDT or a separate fund to an amount equal to the Phase 2 Minimum Balance. The Holtec Pilgrim Parties shall use proceeds recovered through litigation or settlement with the DOE.

For additional information on Pilgrim, see Note 17 — “Commitments and Contingencies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

Palisades and Big Rock

In July 2018, we and NAMCO entered into a Membership Interest Purchase and Sale Agreement (the “Palisades MIPA”) with Entergy Nuclear Midwest Investment Company, LLC and Entergy Nuclear Palisades, LLC, both subsidiaries of Entergy. The transaction closed in June 2022. As part of this transaction, we agreed to provide certain parent guarantees to provide assurance to Entergy regarding our indemnity obligations included in the Palisades MIPA.

For additional information on Palisades and Big Rock, see Note 17 — “Commitments and Contingencies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

Indian Point

In April 2019, we and NAMCO entered into a Membership Interest Purchase and Sale Agreement (the “Indian Point MIPA”) with Entergy Nuclear Indian Point 2, LLC and Entergy Nuclear Indian Point 3, LLC, both subsidiaries of Entergy. The transaction closed in May 2021. As part of this transaction, we agreed to provide certain parent guarantees to provide assurance to Entergy regarding our indemnity obligations in the Indian Point MIPA.

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Further, on April 14, 2021, HDI and the New York State Department of Environmental Conservation (NYSDEC) agreed to an Order on Consent and Administration Settlement related to the Indian Point Energy Center. Under the Order on Consent, HDI agreed to post a $110.6 million surety bond to ensure adequate funds existed to pay for the site’s cleanup pursuant to applicable statutory requirements. The Order on Consent allows for the bond to be adjusted in amount as decommissioning progresses, although as of the date of this disclosure no adjustment has been requested. HDI may also substitute the bond for a letter of credit subject to the State’s approval. In addition, we agreed to provide a $30.0 million pollution liability insurance policy, which remains in effect.

Also, in April 2021 NAMCO and HDI (collectively referred to in this section as the “Holtec Indian Point Parties”) entered into a Joint Proposal with a number of New York State regulatory agencies regarding the cleanup of the Indian Point Energy Center. Under the Joint Proposal, the Holtec Indian Point Parties agreed to:

Maintain at least $400.0 million in the Indian Point NDTs for 10 years following the transaction closing date;

ii.

Maintain at least $360.0 million in the Indian Point NDTs until Partial Site Release, subject to an adjustment mechanism;

iii.

After the applicable partial site release date, maintain a certain amount in the NDTs, which will be calculated at the applicable partial site release date but sufficient to cover the cost of managing any spent fuel left onsite, decommissioning the site’s Independent Spent Fuel Storage Installation (ISFSI), and meeting any remaining State radiological cleanup standards—until the later of (1) the State issuing a cleanup “Satisfactory Completion Letter”, or (2) the site’s NRC license being terminated; and

iv.

File claim against DOE within five years to recover spent fuel management costs, with at least 50% of any recovery from such lawsuit deposited into a new subaccount under the Indian Point’s NDTs. Such funds must remain in the subaccount until the applicable partial site release date (or longer if at the applicable partial site release date all other NDT’s funds have been exhausted). Also, if the NDTs fall below the minimum balances noted above—even with the additional 50% recovery taken into consideration—HDI would be obligated to contribute as much of the remaining recovery as needed to meet the minimum balances.

For additional information on Indian Point, see Note 17—“Commitments and Contingencies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

We initiated the legal proceedings against the DOE as required by the Joint Proposal in 2022. For additional information on legal claims, see Note 18—“Legal” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

Oyster Creek

In July 2018, we and our subsidiary Oyster Creek Environmental Protection, LLC (“OCEP”) entered into an Asset Purchase and Sale Agreement (the “OC APA”) with Exelon Generation Company, LLC (now Constellation). The transaction closed in July 2019. As part of this transaction we agreed to provide certain indemnities until all obligations of the Holtec parties in the OC APA and related transaction documents have been completed.

Additionally, pursuant to a Decommissioning Completion Agreement (the “DCA”), dated July 2019, which was signed in concert with the OC APA, we are required to certify annually to Exelon (now Constellation) that we (1) have a Tangible Net Worth (as defined in the DCA) of at least $200.0 million and (2) have not had two or more consecutive years of negative EBITDA (as defined in the DCA). If we cannot meet these requirements, we will be required to provide two letters of credit: one issued to Constellation, and the other issued to either the “qualified” or the “non-qualified” NDT fund. Each letter of credit must be for an amount equal to 50% of the lesser of: (1) $200.0 million, or the remaining cost to achieve Stage One Completion (as defined in the DCA),

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multiplied by two, minus the sum of the balances of the qualified and non-qualified trusts as of December 31 of the prior year.

For additional information on Oyster Creek, see Note 17—“Commitments and Contingencies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

Following the completion of the NAMCO Restructuring, DEAMCO and its owners will assume responsibility for the DEAMCO Facility Entities, including the contractual obligations described above. For additional information, see “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.” See also “Risk Factors—Risks related to our business—Completion of the NAMCO Restructuring Phase II remains subject to NRC and certain other regulatory approvals.”

Hyundai Engineering & Construction (“Hyundai”)

We have entered into a strategic teaming arrangement with Hyundai pursuant to which Hyundai will serve as our exclusive engineering, procurement, and construction (“EPC”) delivery partner for our SMR-300 program with Energetics, LLC (“Energetics”). Under the arrangement, Hyundai is responsible for performing the detailed design of the balance of plant (“BOP”), performing constructability assessments for each plant, and co-delivering procurement and construction through a Joint Project Management Office (“JPMO”) with us.

EDF Energy Limited and Tritax Management LLP

In September 2025, we entered into a non-exclusive memorandum of understanding (the “MOU”) with EDF Energy Limited and Tritax Management LLP to explore a potential strategic collaboration related to SMR-300-powered data center projects in the lower Trent Valley, United Kingdom. The MOU contemplates (i) joint engagement with the UK National Wealth Fund and other potential investors to explore financing options for a potential first-of-a-kind SMR project at Cottam and related data center development, and (ii) a joint feasibility study of potential deployment sites, including review of design and certain Generic Design Assessment-related areas, financing/off-take strategy, and development of preliminary project schedule and cost estimates.

Under the MOU, each party bears its own costs, and the arrangement does not create a partnership or joint venture. The MOU terminates upon the earlier execution of a superseding definitive agreement or five years from the effective date and may be terminated by any party for convenience upon 15 business days’ written notice. We have not yet executed definitive agreements to construct or acquire assets related to the contemplated projects. Accordingly, no amounts have been recognized in the accompanying financial statements as a result of this event.

SMR-300 Limited Work Authorization Acceptance

On December 31, 2025, we submitted the first part of the phased Construction Permit Application, including a Limited Work Authorization (the “LWA”) request, to the NRC. The LWA request sought NRC approval to conduct certain early construction activities for a dual-unit SMR-300 plant located at the Palisades Energy Center in Covert, Michigan.

On February 13, 2026, we received a letter from the NRC stating that it had performed an acceptance review of the LWA request and determined that the application is acceptable for docketing, contains sufficient information to initiate a detailed safety and environmental technical review, and allows the NRC to establish a predictable review schedule.

Decommissioning funding obligations

As the owner of these decommissioning sites, we are ultimately responsible for funding all decommissioning costs, including any amounts that exceed the balances available in the related NDT funds and DOE

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reimbursements. Historically, our decommissioning costs have been below the available NDT funds, and we have never had to use treasury funds to address an NDT fund shortfall. If, however, the market value of our NDT fund investments declines, investment returns are lower than expected, or estimated decommissioning costs increase, we may be required to make additional contributions to our NDT funds from our own resources.

Following the completion of the NAMCO Restructuring, we expect that DEAMCO and its owners will assume responsibility for the DEAMCO Facility Entities, including the respective NDTs and any related obligation to fund decommissioning costs. For additional information, see “Certain Relationships and Related Person Transactions—Transactions with the Legacy Stockholders and their affiliates—NAMCO Restructuring.”

Tax Receivable Agreement

In connection with this offering, we will enter into the Tax Receivable Agreement with the TRA Beneficiaries. The Tax Receivable Agreement will provide for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of Holtec International and its subsidiaries resulting from exchanges of Holtec International membership interests in the future, (ii) certain tax attributes of Holtec International and subsidiaries of Holtec International (including the existing tax basis of assets owned by Holtec International or its subsidiaries) that exist as of the time of this offering or may exist at the time when Class B Interests of Holtec International are exchanged for shares of Class A common stock, and (iii) certain other tax benefits related to us entering into the Tax Receivable Agreement, including tax benefits attributable to payments that we make under the Tax Receivable Agreement.

The payments that we will be required to make under the Tax Receivable Agreement, including those made if we elected to terminate the agreement early, have the potential to be substantial. Based on certain assumptions, including no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefits that are the subject of the Tax Receivable Agreement, we expect that future payments to the TRA Beneficiaries (not including Holtec Nuclear) in respect of the Reorganization and the initial public offering will equal $ in the aggregate (based on the initial offering price of $ per share of Class A common stock, which is the midpoint of the price range set forth on the cover of this prospectus), although the actual future payments to the TRA Beneficiaries will vary based on the factors discussed in “Certain Relationships and Related Person Transactions,” and estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events.

Decisions made in the course of running our business, such as with respect to mergers and other forms of business combinations that constitute changes in control, may influence the timing and amount of payments we make under the Tax Receivable Agreement in a manner that does not correspond to our use of the corresponding tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative effect on our liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations or other changes in control.

Because of our structure, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of Holtec International to make distributions to us. The ability of Holtec International or its subsidiaries to make such distributions will be subject to, among other things, restrictions in the agreements governing our debt. If we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. Although we are not aware of any material issue that would cause the IRS to challenge a tax basis increase, we will not, in the event of a successful challenge, be reimbursed for any payments previously made under the Tax Receivable Agreement (although Holtec Nuclear would reduce future amounts otherwise payable to a TRA

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Beneficiary to the extent such TRA Beneficiary has received excess payments). No assurance can be given that the IRS will agree with our tax reporting positions, including the allocation of value among our assets. In addition, the required final and binding determination that a holder of rights under the Tax Receivable Agreement has received excess payments may not be made for a number of years following commencement of any challenge, and Holtec Nuclear will not be permitted to reduce its payments under the Tax Receivable Agreement until there has been a final and binding determination, by which time sufficient subsequent payments under the Tax Receivable Agreement may not be available to offset prior payments for disallowed benefits. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement significantly in excess of the benefit that Holtec Nuclear is deemed to realize in respect of its utilization of tax benefits resulting from (i) Holtec Nuclear’s acquisition of Class B Interests from TRA Beneficiaries in future exchanges and (ii) any payments Holtec Nuclear makes under the Tax Receivable Agreement. Holtec Nuclear may not be able to recoup those payments, which could adversely affect our financial condition and liquidity.

Given the length of time over which payments would be payable, the impact to liquidity in any single year is greatly reduced. Although the timing and extent of future payments could vary significantly under the Tax Receivable Agreement for the factors discussed above, we anticipate funding payments from the Tax Receivable Agreement from cash flows generated from operations, and such payments are not anticipated to depend upon the availability of proceeds of this offering.

Off-balance sheet arrangements

We do not currently have any off-balance sheet arrangements. From time-to-time, we may enter into off-balance sheet arrangements, but we do not believe that these arrangements are reasonably likely to materially affect our liquidity or availability of, or requirements for, capital resources.

Critical accounting estimates

The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and assumptions that impact accounting related to asset retirement obligations at the dates of the consolidated financial statements and the reported revenues during the reporting periods. We evaluate these estimates and assumptions on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as the amount of revenue and expenses recognized. Our actual results may materially differ from these estimates.

Listed below are the accounting estimates that we believe are critical to our consolidated financial statements due to the degree of uncertainty regarding the estimates or assumptions involved, and that we believe are critical to the understanding of our operations.

Revenue recognition

The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. There are a number of factors that can contribute to changes in estimates of contract cost and profitability, including the completeness and accuracy of the original bid, scope changes and changes from the original design, changes in the costs of labor and/or materials, owner changes, weather, site conditions, subcontractor performance issues and other delays. We generally recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified.

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Construction-type revenues

We have concluded that our performance obligations are satisfied over time because our performance does not create an asset with an alternative use and we have an enforceable right to payment for performance completed to date. We measure the progress toward complete satisfaction of the performance obligation(s) using the cost-to-cost input method resulting in a percentage of completion accounting model. Our estimate of the percentage complete is a critical accounting estimate.

Site service revenues

We have concluded that our performance obligations are satisfied over time because the customer simultaneously receives and consumes the benefit over the duration of site services performed. We measure the progress toward complete satisfaction of the performance obligation(s) using the cost-to-cost input method resulting in a percentage of completion accounting model. Our estimate of the percentage complete is a critical accounting estimate.

Decommissioning site service revenues

We have concluded that our performance obligations are satisfied over time because our performance does not create an asset with an alternative use, we have an enforceable right to payment for performance completed to date, and the customer simultaneously receives and consumes the benefits of the services as they are performed.

Engineering and consulting service revenues

Consulting services are recorded over-time based on time and materials incurred to date reflecting the enforceable right to payment and the value transferred to our customer for services rendered to date. We measure the progress toward complete satisfaction of the performance obligation(s) using the cost-to-cost input method resulting in a percentage of completion accounting model. Our estimate of the percentage complete is a critical accounting estimate.

For further information, see Note 2—“Basis of Presentation and Significant Accounting Policies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

Asset retirement obligations

We account for ARO in accordance with ASC 410, Asset Retirement and Environmental Obligations. We recognize a liability for our legal obligation to perform ARO activities. Changes in the ARO resulting from the passage of time are recognized as an increase in the carrying amount of the liability and as accretion of asset retirement obligations in Holtec’s Consolidated Statement of Operations. Changes resulting from revisions to the timing or amount of estimated asset retirement cash flows are recognized as increases or decreases to the asset retirement obligation liability. If the related decommissioned nuclear sites are fully depreciated, the corresponding adjustments are recognized in earnings within asset retirement obligation settlement and measurement gain (loss).

AROs are recognized legal obligations associated with the retirement of our shutdown nuclear reactors, at the present value, discounted at the credit adjusted risk-free rate, of the projected liability over the period in which it is expected to be incurred. The decommissioning process may take several years, and full decommissioning must be complete within sixty years of the nuclear plant ceasing operations. The present value of the initial obligation and subsequent remeasurements are based on site-specific cost estimates.

Our estimate of the ARO is a critical accounting estimate.

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For further information, see Notes 4—“Site Decommissioning,” 10—“Asset Retirement Obligations” and 17—“Commitments and Contingencies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus.

Recent accounting pronouncements

See Note 2—“Basis of Presentation and Significant Accounting Policies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus for further discussion regarding recently issued accounting standards.

Quantitative and qualitative disclosures about market risk

Foreign currency exchange risk

Our operations outside of the United States are largely financed in U.S. dollars and, accordingly, utilize the U.S. dollar as our functional currency. For those foreign subsidiaries that do have transactions in local currencies, all foreign currency Consolidated Financial Statement amounts are remeasured into U.S. dollars. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the Consolidated Statements of Operations. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. For the years ended December 31, 2025 and 2024, a hypothetical uniform 10% strengthening or weakening in the value of the U.S. dollar relative to all other currencies in which our net income is generated would result in additional income or expense, as applicable, of approximately $0.6 million and $0.4 million, respectively.

Commodity price risk

Our operations require the use of various commodities. Fluctuations in the prices and availability of these commodities can impact our direct operating costs and, in turn, our profitability. To mitigate this risk, we have implemented various strategies, including commercial actions and diversification of supplier base. We continuously monitor our exposure to commodity price fluctuations and adjust our risk management strategies as necessary. For the years ended December 31, 2025 and 2024, a uniform 10% increase in prices of the commodities that we use in our operations would result in approximately $2.9 million and $2.0 million, respectively, of additional costs if not fully recovered through higher prices to our customers.

See Note 17—“Commitments and Contingencies” in the notes to our annual consolidated financial statements included elsewhere in this prospectus for further information regarding our risk exposures.

Interest rate risk

We have exposure to increases in interest rates under the LGA from the DOE. The LGA provides us with guaranteed funding of up to $1.52 billion through two notes from the FFB. Each advance has a fixed rate; however, the interest rate of each advance is determined on the date of each advance as 0.375% over the current average yield on outstanding marketable obligations of the United States of comparable maturity. As a result, increases in interest rates could result in future FFB advances having a greater cost of debt.

As of December 31, 2025, we have $100.0 million drawn under the 2025 RP Agreement. Interest accrues at the greater of (1) rate of one-month SOFR rate plus 0.75% per annum, and (2) the applicable federal rate. As a result, increases in the interest rates could increase the cost of servicing our indebtedness and reduce our profitability, financial condition and cash flows. The impact of a 1% increase in interest rates on the amounts drawn on the 2025 RP Agreement as of December 31, 2025, would result in an annual increase in interest expense of approximately $1.0 million. In 2026, the 2025 RP Agreement was amended, and the facility limit was increased to $250.0 million, from $100.0 million. In addition, effective April 1, 2026, the 2025 RP Agreement bears interest at a rate equal to the greater of (1) the one-month SOFR plus 1.50% per annum or (2) the applicable federal rate.

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Credit risk

Financial instruments that potentially subject us to concentrations of credit risk are trade account receivables. We extend credit to customers and other parties in the normal course of business. We have established various procedures to manage our credit exposure, including credit evaluations and maintaining an allowance for credit losses. As of December 31, 2025, one customer within the NPD reportable segment represented approximately 32% of aggregate account receivables. The outstanding balance of this customer was collected in full in February 2026. As of December 31, 2025, two customers within the NPD reportable segment represented approximately 14% and 12%, respectively, of aggregate accounts receivable.

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FOUNDER’S LETTER

Krishna P. Singh Technology Campus, 1 Holtec Blvd., Camden, NJ 08104

Telephone (856) 797-0900

Fax (856) 797-0909


TO:		Prospective Investors in Holtec Nuclear Corp (HNUC)

FROM:		Dr. Krishna P. Singh, Founder, CEO and Chairman Holtec Nuclear Corporation

SUBJECT:		Founder’s Letter to Prospective Investors

Dear Prospective Investor:

I am Krishna (“Kris”) P. Singh, CEO and Chairman of Holtec, an energy technology company that I founded in 1986. Because Holtec is predominantly a nuclear technology company and we serve a select cadre of global clients, we are not a consumer-facing entity and therefore may not be familiar to some of you. In view of our relative absence in the media, I felt it would be helpful for you to hear directly from me about my business philosophy, my management model, and my strategy for positioning our Company to play a prominent role in the fast-changing world of energy. Hopefully, what I will present in this letter in my own words will help provide you with additional insight into Holtec.

To understand Holtec, I should take you to the early 1970s when I graduated from the University of Pennsylvania which was the era when nuclear power generation was an exciting new field that needed highly trained engineers. To the environmentally conscious, it held the allure of providing an abundant source of energy to the world’s underserved billions without having to burn coal with its smoke, soot, pollution, and disfigurement of the landscape. I was one of hundreds of young scientists and engineers with advanced degrees that bought into the “nuclear promise.” For the first 15 years after graduation, I eagerly and energetically designed and qualified equipment and systems for nuclear power plants (many of which are still in service today), acquiring an in-depth knowledge of the nuclear industry in the process. While I was undergoing this period of maturation, the incident at Three Mile Island (“TMI”) Unit 2 occurred (in 1979). Although there were no casualties at TMI, the public image of the industry was badly damaged. At the same time, the per-kilowatt cost of nuclear plants was rising inexorably despite the industry’s efforts to counter the trend by building larger nuclear plants. Making matters worse, a general state of technology stasis had developed where design innovation was being stifled by the fear of change. The “nuclear promise” that had attracted people like me was becoming ever more distant and elusive. Something had to be done to inject new optimism and new ideas to re-invigorate nuclear power. It was this mindset that led me to launch Holtec (an acronym of “Holistic Technologies”), energized by the mission to help re-ignite the nuclear renaissance.

Of course, I knew our little company could not change the industry’s fortunes by itself. First, we had to become better known with a track record. To address the issue, I focused on the used fuel sector, which had become a matter of national concern following the U.S. government’s decision to discontinue reprocessing. This led to the possibility of plant closures, as the available storage capacity for storing spent fuel in their fuel storage pools was decreasing to critically low levels. As we describe in this prospectus, we entered the industry’s “wet storage” sector with a set of innovative solutions that significantly expanded the in-pool storage capacity of spent nuclear fuels, vaulting us to a position of industry leadership in wet storage within a mere five years after we opened our doors.

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It was a heady achievement for our Company, which at the time employed fewer than 15 people. We also achieved a measure of recognition and respect in the nuclear industry.

A few years later, the nuclear industry encountered another challenging situation related to the need to continue reactor operations for many decades after the storage capacity of spent fuel pools was exhausted. This required nuclear plants to move their used fuel to onsite dry storage, where the fuel can be safely kept in a helium environment inside leak-tight, radiation-shielding casks. This segment of the industry, too, was under significant strain, to the point that the U.S. Nuclear Regulatory Commission had briefly suspended all dry storage operations in 1996.

It was during this period of crisis that we introduced our dry storage systems to store used nuclear fuel backed, as before, by creative and innovative solutions that we had been developing since 1992. The industry response was immediate and strongly affirmative. After the first sale in 1996, our market share began to climb steadily reaching approximately 75% of the U.S. plants in 2025. Our industry leadership of the “backend of the nuclear cycle” is supported by an array of patents and numerous proprietary technologies. Many of our dry storage contracts extend to the end of plants’ lives—well into the 2040s and 2050s. These long-term contracts reflect an intense customer loyalty founded on continuing stellar performance that, along with a high regulatory barrier to entry for new companies, has given a level of stability to our dry storage business that is rare in any industry. We believe that we will keep growing our market share in the coming years boosted by new nuclear plants coming online and continuing migration of our competitors’ customers to us. These long-term used fuel contracts have supported predictable, recurring revenues that have funded our initiatives for future growth, namely our small modular reactor, solar energy capture and long duration thermal energy storage technologies that, after a period of maturation, are expected to boost our profitability over time.

The Fukushima disaster in March 2011 solidified my conviction that developing a small reactor that is walk-away-safe, compact and universally deployable is the path for the industry to recapture the “nuclear promise.” With that conviction, we began work in 2011 on a small modular reactor solution, and drawing on our in-house capability to design, license, manufacture, construct and commission nuclear systems, honed through decades of turnkey supply, we are now uniquely positioned to launch the development of our small nuclear reactor which we now call SMR-300. Our three large manufacturing plants, in New Jersey, Pennsylvania and Ohio, all qualified in and practiced at nuclear fabrication, supported by hundreds of suppliers, have given us protection against supply chain performance concerns that are faced by our competitors. Our SMR-300 development has been carried out using the same disciplined, manufacturing and licensability-focused approach that we applied when building our used fuel management program, resulting in a construction-friendly, walk-away-safe, compact reactor that can be deployed at practically any place on earth with or without a natural source of cooling water, creating an intellectual moat against competitors’ intrusion. Further, our design is intended to provide a solution that eliminates the burned (used) fuel management concern by storing it in underground bunkers at the site. Thus, all used fuel produced by a plant’s reactor(s) can reside undisturbed in underground cavities at the plant site without the need to ship it offsite. Multiple patents safeguard our SMR-300 innovations. I am pleased that the U.S. Department of Energy selected Holtec for the highly coveted “Tier 1 First Mover Award,” which we expect, subject to a successful negotiation and execution of a funding agreement, will provide $400 million in federal funding to accelerate deployment of what we believe will be among the first SMRs deployed in the United States. We believe this grant also reflects strong federal support of our SMR-300 as a nationally important technology.

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Another significant development in the wake of the Fukushima disaster (ca. 2011) that we successfully leveraged to strengthen our SMR program deserves mention. As utilities began to shut down nuclear plants, we acquired several of these sites. In 2026, we initiated the transfer of assets and liabilities from our decommissioning sites, Oyster Creek, Pilgrim, Indian Point, and Big Rock Point, to Decommissioning Asset Management Company, LLC (DEAMCO), a wholly owned subsidiary of our affiliate, Holtec Holdings. This strategic move is intended to reduce our exposure to market fluctuations in the NDTs and uncertainties regarding decommissioning-related costs, with the ultimate goal of building SMR-300s on the decommissioned lands. Under this model, we also expect to continue to generate our decommissioning revenues through contractual services arrangements with DEAMCO, the new owner of these assets. We also expect to collaborate with DEAMCO to pursue future development opportunities at these sites, including potential deployments of our SMR-300 reactors.

We were confident that our turnkey delivery model, used fuel management expertise, and a portfolio of innovations that increased decommissioning efficiency would enable us to make a profit where others had struggled. Our strategic and innovative decommissioning business model worked beautifully; we produced good profits and now possess the proven experience and capabilities to provide our decommissioning services to shutdown nuclear plants around the world. In addition, through our agreement with DEAMCO, we will have access to the largest privately held portfolio of grid-connected, SMR-amenable nuclear sites in the United States—Oyster Creek, Pilgrim, Indian Point, and Big Rock Point. These four sites, which once produced approximately 3.4 gigawatts of power, possess characteristics we believe make them well suited to host dozens of our SMR-300s (our flagship SMR model). We believe that, if deployed, these sites could save hundreds of millions in capital relative to greenfield development by avoiding new critical infrastructure construction, cut years from SMR-300 deployment timelines that could give our program meaningful advantages compared to our competitors.

Thankfully, the last reactor in our shuttered plant lineup, Palisades, escaped demolition, due to a dramatic change in the public’s attitude and governments’ posture towards nuclear energy. Palisades’ home state awarded us a $300 million grant if we re-furbished and re-started it, and we obtained a not-to-exceed $1.52 billion low interest loan from the federal government. We signed up and are now on track to restart the 800 MWe plant in 2026, well before the promised date to our counterparties of March 2027, which, boosted by the federal production tax credit, we believe will give a steady stream of income to us for three decades. We also plan to build our first two SMR-300s, to be called Pioneer One and Two, at the Palisades site, and we expect those units to be commissioned in the early 2030s.

I must confess to being astonished by the rising interest in our SMR-300s, in the United States and overseas. We are fortunate to have an array of operations centers around the world, which we believe are ideally placed to introduce our SMR technology to their local regions. In some cases, they have been inundated with local interest. Certain governments are passing laws to enable us to enter their markets without fear of loss due to policy change and are helping us find local investment capital. For example, Ukraine has entered into a Memorandum of Agreement to deploy our SMRs, and EDF (UK) has executed an MOU with us to construct multiple SMR-300s in that country’s heartland. From the Cottam site in the U.K. to proposed projects in Ukraine, India, Sweden, Finland, Turkey, Hungary, and beyond, we are experiencing a rapidly growing demand for our reactors and technologies. Countries that had turned away from nuclear are reversing course, and new nations are preparing to join the “nuclear fraternity.” The roster of agreements gets longer every month.

Another market sector that holds immense opportunities for our SMR-300 is the retiring coal-fired plants which number in tens of thousands around the world. To serve them we have developed a coal-to-clean strategy that envisages the SMR-300 reactor to be supplemented by an advanced solar energy collection system called HI-

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THERM Hybrid Concentrated Solar Plant (HCSP), and a long duration thermal storage system, the Holtec Green Boiler, that we believe has the potential to transform solar energy from an intermittent source into a 24/7 source of electrical power. Our coal-to-clean model, we believe, will transform retired coal plants into clean energy hubs that leverage existing cooling systems and grid interconnections while significantly increasing the site’s net power output with zero carbon emissions.

To summarize, we expect our classical used fuel management business with long-term contracts, and Palisades generation, due to become a long-term revenue generator, provide stable income streams to us with the former rising with increasing number of nuclear units by different nuclear plant suppliers that are expected to come online in the coming years. Our nuclear manufacturing business, which is managed within our Nuclear Power Division (NPD), is positioned to be the manufacturer for the non-Holtec reactor components that are expected to boost NPD’s revenue stream concurrent with the global rise of nuclear power. In contrast to the relatively stable income streams from the used fuel and the Palisades plant, our SMR-300’s financial benefit is expected to ramp up after the first units (Pioneer One and Two) are commissioned in Michigan which we believe would validate the performance of the SMR-300 technology. We expect the income from the SMR-300 program to meaningfully exceed the combined income streams from our used fuel and Palisades generation enterprises and that it will continue to grow in the foreseeable future. I attribute the past and ongoing business trajectory of the Company summarized in the foregoing to the three operating principles which I have held as essential predicates for our past and future success:

Maintain a world-class manufacturing facility to minimize reliance on subcontractors and to serve as the training ground for our design engineers to continually sharpen their craft. Our three advanced manufacturing plants in New Jersey, Pennsylvania, and Ohio, and our technology center in Camden, New Jersey, provide us with more than a million square feet of nuclear-certified production capacity, supported by a robust supplier base and an array of proprietary digital systems and robots.

ii.

Maintain the capability to function as a full spectrum turnkey supplier which means single point responsibility for the project. It is the commitment to full spectrum service that has led us to acquire the necessary certifications to enable ourselves to operate a nuclear plant: we believe we are the only U.S. SMR developer to hold this distinction (which is a highly prized capability in foreign countries and which would also open another revenue stream for us as the SMR-300 operator). This single point of responsibility model is designed to reduce the risk of safety and quality being diluted by fragmented responsibility. It is also what differentiates Holtec from its peers: a combination of turnkey supply capability, high-impact intellectual property (IP), and reliable deliveries that make our customer base exceptionally loyal. We are proud that, as of June 30, 2026, to our knowledge, no Holtec customer in the United States has switched its dry storage system away from us once deployed, while 33 nuclear units have switched to Holtec dry storage from our competitors! I believe ongoing migration of dry storage business from our competitors to Holtec will likely continue in the future.

iii.

Maintain a rigorously meritocratic company culture that prizes every associate’s professional talent, and spirit of teamwork as critically important attributes.

We are fortunate to have maintained and nurtured a culture of technology innovation at our Company that has facilitated our entry into successive market segments armored with innovative technologies and our signature turnkey supply model resulting in a steadily rising market share in several industry segments. Innovations, often memorialized through patents, also help create a moat around our offerings preventing unauthorized usurpation by others. The market segments that we target for entry are always informed by emerging needs in the economy. The development of our SMR-300 “walk-away-safe” nuclear plant began in 2011 when Japan’s

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Fukushima plant was battered by the combined blow of a ferocious tsunami and a severe earthquake. While we did not foresee the rise in the demand for nuclear energy that has come about with the global race to build data centers, our decision to launch the SMR program in 2011 appears to be (undeservedly) prescient. Today, after nearly 15 years of development and licensing interactions with the NRC, SMR-300 stands poised to debut as a twin-unit 680 MW (electric) plant to be called Pioneer One and Pioneer Two. The ongoing interactions with the NRC indicate that the regulatory work authorization process is expected to support the Pioneer construction effort similar to the manner it has occurred in the Palisades restart program. Given that SMR-300 is a Gen 3+ technology that uses borated water as the reactor coolant and benefits from 70 years of operating experience at over 300 nuclear plants, we believe its underlying technologies are proven and mature. We chose the pressurized water-cooled reactor that uses conventional nuclear fuel to eliminate the uncertainties attendant to the Gen 4 reactor making SMR-300’s deployment a more assured outcome. The SMR-300 is expected to receive necessary regulatory approvals to support construction and operation in the early 2030s under the well-established NRC 10 C.F.R. Part 50 process under which all U.S. nuclear plants operating today were constructed, other than the most recent AP1000 plants at Vogtle Electric Generating Plant in Burke County, Georgia. We view the multi-part 10 C.F.R. Part 50 process as more practical than the 10 C.F.R. Part 52 process used at Vogtle for first of kind projects. On December 31, 2025, we submitted Part I of our construction permit application (CPA) with the NRC for Pioneer One for limited release for construction, and we will submit Part II of the construction permit application for full construction release, followed by the Operating License Application (OLA) for operating Pioneer One and Pioneer Two, which we currently expect to receive in the early 2030s. Pioneer One and Pioneer Two, as of the date of this prospectus, are in a pre-construction stage reflective of completed technical design, site selection, pending partial financing via the DOE LGA Facility and site preparation work, and we currently expect Pioneer One and Pioneer Two will be among the first SMRs to be commissioned in the United States.

Other major new technologies that have emerged from our innovation technium in the past decade are the Long Duration Thermal Storage system (called the Holtec Green Boiler) and the Hybrid Concentrated Solar Power system (known as HI-THERM HCSP). The Holtec Green Boiler is undergoing prototypical testing that we believe will confirm its capability to store vast amounts of energy for long periods that the Li-ion batteries cannot match.

We see no material barriers to the success of the Holtec Green Boiler; however, its commercial competitiveness remains to be demonstrated. We are encouraged by strong indications of interest in the Holtec Green Boiler both domestically and from foreign countries such as India and Spain.

The HI-THERM HCSP is a twenty-year-old solar energy capture technology that, thanks to the plummeting cost of Chinese photovoltaic panels, failed to compete favorably with the PV technology. We have revived this technology by increasing effectiveness of the HI-THERM HCSP plant by a factor of two to three, and drastically reducing the construction cost and deployment schedule which figure to make it cost-competitive with the Chinese-led PV/battery offer for industrial scale applications. The innovations that have made these technology leaps possible are disclosed through patents with application details held proprietarily to protect our business interests. Unlike nuclear, the HI-THERM HCSP technology is not subject to any export control regimen and does not require regulatory approvals which would help its rapid application in the industry. We are hopeful that our innovative solar energy capture technology will compete favorably with the Chinese sponsored PV variety and other alternatives in the market. As of the date of this prospectus, the detailed design of both the Holtec Green Boiler and the HI-THERM HCSP have been completed. They have not yet reached commercial deployment and as such, their commercial success remains to be realized. As such, we believe that HI-THERM HCSP represents a meaningful long-term opportunity with the potential to contribute to the business over time.

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Turning to financial aspects, I should observe that as a stockholder, your relationship with Holtec will rest on a simple premise—every share represents an interest in a real, operating business. We intend to communicate with you frequently seeking to present developments in plain language and share with you performance metrics that are meaningful for you to evaluate us.

As we enter the public markets, our strategy is to align management’s incentives with long-term per-share value creation, safety, and regulatory excellence—not short-term share price movements. We are committed to preserving our culture in which decisions are evaluated by their expected risk-adjusted return for Holtec’s stockholders, which is every one of you.

I am heartened by the market indications which suggest that if we execute our strategic plan, we can achieve a leading position in the SMR industry within the next ten years. That opportunity will require a substantially larger capital base and credit capacity than our current capacity as a private company. The transition to a public company is largely motivated by this capital need.

We envisage the capital we raise in this offering will help us execute our long-term strategy, including accelerating SMR-300 licensing and deployment in the United States and key international markets, further expanding our manufacturing capacity and digital capabilities to support factory-built SMR systems, structures and components at scale, furthering refinement and commercialization of our Holtec Green Boiler and HI-THERM innovations, and expanding our product and services offerings in emerging areas such as cybersecurity and national defense programs.

I am profoundly grateful to our company associates, partners, customers, and governmental authorities, whose support for our cause has made Holtec what it is today. As we begin this new phase as a public company, we welcome investors who have confidence in our business strategy and the disciplined execution that has undergirded our decades-long commercial success, as set forth in this prospectus.

Despite a technologically accomplished and financially successful past, our best days, I firmly believe, lie ahead. I hope you will join us on this journey.

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BUSINESS

Overview

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also maintain a commercial relationship with Holtec Asia, an affiliate owned and controlled by our founder. Holtec Asia operates a manufacturing facility in Gujarat, India that supplies air-cooled condensers and is a leader in renewable energy technologies. Our relationship with Holtec Asia provides us with access to its technical capabilities and supports our efforts to pursue opportunities in the large SMR market in India and other parts of Asia and Africa. We believe that the combination of our substantial IP portfolio and our advanced domestic manufacturing facilities positions us to capture a wide range of opportunities across the entire nuclear lifecycle, from new build reactor operations to recommissioning of shuttered plants and life extension of existing nuclear plants. Our capabilities and certifications position us to play a critical role in the supply chain for both traditional light-water reactors, including Western- and Russian-designed systems and evolving next-generation reactor technologies.

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We believe this flexibility differentiates us from our domestic competitors and allows us to better compete with government-owned foreign suppliers. In collaboration with Hyundai E&C, we expect to utilize our vertically integrated capability to deliver reactors to our own sites as well as to our global customers. We believe that our nuclear plant operational capabilities and certifications will be valuable to countries that are in the early stages of developing nuclear power programs. Our plant operational capabilities, however, are not expected to be utilized extensively in the United States or in other countries that currently operate established nuclear facilities. While we have an established operating history of executing highly complex nuclear projects, nuclear projects are capital-intensive undertakings that require extensive regulatory approvals and ongoing compliance with applicable laws and regulations as well as multi-stakeholder project delivery and management, and they may be subject to significant delays, cost overruns or other uncertainties beyond our control. See “Risk Factors—Risks related to our business—The amount of time and funding needed to bring our SMR-300 technology to market may exceed our expectations, and we may need to make significant adjustments to our SMR business plans or significantly delay or scale back the deployments of our SMR-300s” and “—Our ownership and operation of the Palisades plant, and any future nuclear power plants, subject us to substantial risks and financial assurance requirements that are associated with nuclear generation.”

Our full product portfolio is broad, premised on a combination of our existing mature product lines and new or maturing technologies that are future-focused or nascent in their state of development. Our mature product offerings include high-density racks for wet storage of spent fuel, high-capacity dry storage and transport systems for used nuclear fuel and high-level waste, air-cooled condensers and advanced heat exchangers. Our SMR-300 reactor is, as of the date of this prospectus, in a pre-construction stage reflective of completed technical design, site selection, partial financing via the DOE LGA Facility and site preparation work, and we believe the SMR-300 could be among the first SMRs to be commissioned in the United States. Our Holtec Green Boiler, which is an innovative, high-capacity, long-duration thermal energy storage system, and our HI-THERM HCSP, our hybrid solar energy capture system, are both recently developed technologies that could drive significant long-term growth opportunities. While our current business and projected future growth are not dependent on the commercial success of these technologies, we expect they will provide incremental growth opportunities through our sales efforts and licensing arrangements with Holtec Asia. Holtec Asia currently expects to test the Holtec Green Boiler as a scale-model prototype in 2026, and we expect demonstration testing to begin on our HI-THERM HCSP following successful prototype testing of the Holtec Green Boiler. As of the date of this prospectus, the SMR-300, Holtec Green Boiler and HI-THERM HCSP have each achieved technical design, but none have been commercially deployed to date and each remain subject to successful commercialization.

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Key highlights that define our differentiated position in the commercial nuclear industry include:

LOGO

Note: Information as of, or for the three months ended, March 31, 2026, unless otherwise indicated.

(1) The amount of the Tier 1 First Mover Award represents our current expectations and is subject to certain conditions, including the negotiation and execution of a funding agreement.

Our market opportunity

Global power demand surge

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400 GW by 2050. Globally, nuclear energy addresses similar diversification and security concerns amid ongoing geopolitical tensions.

Overview of the contemporary nuclear industry

As of March 31, 2026, there were 415 operating nuclear reactors globally with a combined capacity of 379 GW, and an additional 72 reactors (75 GW) under construction, according to the IAEA. Over the past two decades, the nuclear landscape has evolved regionally, and despite 106 retirements, 102 reactors have been built, primarily in China (World Nuclear Association, 2025). Amid geopolitical shifts and anticipated demand growth, the expansion of nuclear energy has re-emerged as a focus of global and national energy policy. Several countries, particularly in Europe, have announced plans to pursue or consider new nuclear power plants. As examples, Ukraine, which is a long-term Holtec client, intends to build new SMR-300 reactors as part of its infrastructure rebuilding efforts at the closing of the war with Russia. This infrastructure build-out is expected to include multiple reactors at its former coal plant sites after the war. Sweden and Finland are changing their laws to facilitate new nuclear development, including SMRs. Turkey, which is well positioned to serve both Eastern Europe and the Middle East, is pursuing private capital solutions to expand its nuclear portfolio. Several African governments have engaged us to express strong interest in deploying SMRs to support their industrial base. The United Kingdom has emerged as a leading developed market to build new nuclear assets and Holtec has signed an MOU with EDF to explore the potential deployment of SMR-300 units at its approximately 900-acre Cottam site. The United Arab Emirates is expanding its nuclear energy program in collaboration with its South Korean partners. In Canada, Ontario Power Generation is leading the construction of the first commercial-scale SMR. India has privatized nuclear plant ownership through an act of its parliament (The Shanti Act 2025) with plans to build 100 GW of new generation by 2047. The United States, Japan and South Korea are progressing cooperation for development of new nuclear energy, potentially leading to new nuclear construction in East Asia. From our perspective, demand for SMRs is growing at an astonishing pace across the world.

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Holtec Nuclear Corp S-1