NUSCALE POWER Corp (SMR)

Overview

Our mission is to provide scalable advanced nuclear technology to produce electricity, heat and clean water to improve the quality of life for people around the world. We are commercializing a modular, scalable electric Light Water Reactor nuclear power plant that we believe will deliver safer, scalable, cost-effective and reliable carbon free power. Our core technology, the NPM, can generate 77 MWe, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features. We believe that this results in a safe and highly reliable power plant suitable to be sited close to where electricity, water desalinization, hydrogen production or process heat is needed.

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

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

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

Outlook

Foreign SMR Market

Demand for energy in foreign markets is currently being driven by population growth, industrialization and urbanization with countries in Asia contributing the most to international growth. Rising living standards, driven by economic growth, has increased the need for residential electricity, a trend that is expected to increase in the coming years, with Asia forecasted to account for nearly 60% of global growth in electricity consumption through 2050.

The Company currently has one international customer: RoPower Nuclear S.A. (“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. In July 2024, NuScale and RoPower signed a technology licensing agreement, which granted RoPower a right to use certain intellectual property of NuScale’s. In the third quarter of the 2024 fiscal year, Nuclearelectrica and RoPower signed the Front-End Engineering and Design (“FEED”) Phase 2 contract with Fluor, a related party to NuScale. FEED Phase 2 included tasks related to the development of a Class 3 plant cost estimate, as well as support to RoPower with its regulatory and stakeholder engagements. NuScale completed their scope of work for FEED Phase 2 as a subcontractor to Fluor in late 2025.

On February 12, 2026 the Romanian Government approved the investment decision for the Doicești SMR plant project, allowing for the ability to seek financing to further feasibility studies, and site-specific design work prior to any construction moving forward. This is a positive step in support of advancing the project to the next phase as RoPower is authorized to advance the licensing and geotechnical work, finalize a pre-engineering, procurement and construction (“EPC”) contract, and begin negotiating contracts for long lead items. We do not anticipate that RoPower will enter into a pre-EPC contract until they have secured financing to support the pre-EPC activities but once a pre-EPC contract is entered into, we will recommence work on the project. We anticipate that the pre-EPC phase of the project will have an estimated

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duration of up to 15 months and that activities will include, among other things, the development of a Class 2 cost estimate for the project.

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

Domestic SMR Market

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

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

We are positioning ourselves to support the potential next phase of the collaboration between TVA and ENTRA1 which is contingent on the execution of one or more purchase power agreements between ENTRA1 and TVA

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

Results of Operations

Comparison of the Three Months Ended June 30, 2026 and 2025

Revenue

Revenue decreased by $8.0 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to the revenue recognized from the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project, which was completed in late 2025, with no comparable activity in 2026. Further, during June 2026, the Company reached an agreement with Fluor regarding the price of certain services provided

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to Fluor during the Fluor FEED Phase 2 engineering contract. This resulted in a net reduction of revenue and accounts receivable in the amount of $176, resulting in a negative gross margin for the three months ended June 30, 2026.

Cost of Sales

Cost of sales decreased $6.0 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to the completion of the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project in late 2025.

Research and Development

R&D expenses increased $6.6 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of $7.1 million higher costs associated with the Company’s increased activities to advance the technological readiness and design maturity of our NPM components, partially offset by $0.6 million in lower regulatory costs as we received SDA approval in May 2025.

General and Administrative

G&A expenses increased $4.4 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to $1.2 million of higher equity-based compensation and personnel costs due to increased headcount and $3.9 million of higher organizational costs, partially offset by $1.0 million of lower legal fees now that the initial costs associated with becoming a large accelerated filer have passed.

Other Expenses

Other expenses increased by $8.0 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to (a) the Company’s engineers and project personnel working on fewer commercial projects than in the prior year, resulting in the lower allocation to Cost of sales described above and (b) higher other compensation costs incurred as we have ramped up the resources supporting supply chain readiness and the delivery of future commercial projects.

Investment Income

Investment income increased $8.5 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, Short-term investments and Investments.

Comparison of the Six Months Ended June 30, 2026 and 2025

Revenue

Revenue decreased $20.8 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to the revenue recognized from the RoPower technology license agreement (“TLA”) completed during the first three months of 2025 as well as the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project, which was completed in late 2025, with no comparable activity in 2026. Further, during June 2026, the Company reached an agreement with Fluor regarding the price of certain services provided to Fluor during the Fluor FEED Phase 2 engineering contract and which resulted in the reduction of revenue and accounts receivable in the amount of $176, resulting in a negative gross margin for the six months ended June 30, 2026..

Cost of Sales

Cost of sales decreased $11.9 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to the completion of the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project in late 2025.

Research and Development

R&D expenses increased $10.3 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of $12.8 million higher costs associated with the Company’s increased activities to advance the technological readiness and design maturity of our NPM components, partially offset by $2.7 million in lower regulatory costs as we received SDA approval in May 2025.

General and Administrative

G&A expenses increased $5.9 million during the six months ended Ju

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

The following discussion and analysis of the financial condition and results of operations should be read together with our financial statements as of and for the years ended December 31, 2025, 2024 and 2023 together with related notes thereto. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties, including, but not limited to, those described under the section entitled “Risk Factors” included in this Form 10-K. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors. As used herein, “NuScale,” the “Company,” “us,” “our” or “we” refer to NuScale Corp, together with its consolidated subsidiaries.

Overview

Our mission is to provide scalable advanced nuclear technology to produce electricity, heat and clean water to improve the quality of life for people around the world. We are commercializing a modular, scalable electric Light Water Reactor nuclear power plant, that we believe will deliver safer scalable, cost-effective and reliable carbon free power. Our core technology, the NPM, can generate 77 MWe, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features. We believe that this results in a safe and highly reliable power plant suitable to be sited close to where electricity, water desalinization, hydrogen production or process heat is needed.

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

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

Outlook

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

Foreign SMR Market

Demand for energy in foreign markets is currently being driven by population growth, industrialization and urbanization with countries in Asia contributing the most to international growth. Rising living standards, driven by economic growth, has increased the need for residential electricity, a trend that is expected to increase in the coming years, with Asia forecasted to account for nearly 60% of global growth in electricity consumption through 2050.

The Company has currently one international customer: RoPower Nuclear S.A. (“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. In July 2024, NuScale and RoPower signed a technology licensing agreement, which granted RoPower a right to use certain intellectual property of NuScale’s. In the third quarter of the 2024 fiscal year, Nuclearelectrica and RoPower signed the Front-End Engineering and Design (“FEED”) Phase 2 contract with Fluor, a related party to NuScale. FEED Phase 2 included tasks related to the development of a Class 3 plant cost estimate, as well as support to RoPower with its regulatory and stakeholder engagements. NuScale completed their scope of FEED Phase 2 as a subcontractor to Fluor. On February 12, 2026 the Romanian Government approved the investment decision for the Doicesti SMR plant project, allowing for the ability to seek secured financing to further feasibility studies, and site-specific design work prior to any construction moving forward. This is a positive step in support of the project to the next phase. During the coming months, RoPower is authorized to advance the licensing and geotechnical work, finalize a pre-engineering, procurement and construction (“EPC”) contract, and begin negotiating contracts for long lead items. We anticipate that the pre-EPC activities will have an estimated duration of up to 15 months and will include, among other things, the development of a Class 2 cost estimate for the project. NuScale has yet to commence, but looks forward to negotiating definitive agreements related to our scopes

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

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

Domestic SMR Market

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

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

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

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

Key Factors Affecting Our Prospects and Future Results

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

Commencement and Expanding Commercial Launch Operations

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

Regulatory Approvals

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

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

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Key Components of Results of Operations

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

Revenue

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

Cost of Sales

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

Expenses

Research and Development Expense

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

General and Administrative Expense

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

Other Expense

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

Sponsored Cost Share

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

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