NUSCALE POWER Corp 8-K

What Happened

• On February 26, 2026, NuScale Power Corporation announced it entered a Sales Agreement with UBS Securities LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. to run an at-the-market (ATM) offering program.
• Under the agreement the company may sell up to $1,000,000,000 of its Class A common stock from time to time at its discretion, subject to parameters set by NuScale and applicable market rules. The company also filed a prospectus supplement dated February 26, 2026 and will issue shares under its Form S-3ASR (File No. 333-289467), which became effective August 11, 2025.

Key Details

• Maximum aggregate offering size: $1,000,000,000 of Class A common stock.
• Sales agents: UBS, B. Riley, Canaccord and Tuohy Brothers; commission up to 2% of gross proceeds.
• Sales method: ATM sales as defined by Rule 415(a)(4), including through the NYSE or other trading markets; Company controls timing, daily limits and minimum prices.
• The company terminated its prior ATM sales agreement dated November 7, 2025; O’Melveny & Myers LLP provided a legal opinion on the validity of the shares.

Why It Matters

• This ATM facility gives NuScale flexible, on-demand access to raise equity capital up to $1 billion, which can be used for general corporate purposes (financing operations, projects, or balance sheet needs).
• For investors, the program introduces potential dilution as new shares are sold into the market and may put downward pressure on the stock if large volumes are sold; sales will also incur up to 2% commission costs.
• The agreement replaces the company’s prior ATM program and formalizes sales through named brokers under its effective S-3 registration, enabling quicker access to public capital when management chooses to sell.