Form 4: Fluor Divests Entire NuScale Power Stake

Fluor Corporation, a director and 10% owner, has fully divested its beneficial ownership in NuScale Power Corp through a series of stock sales.

Summary

• Fluor Corporation, a director and 10% owner of NuScale Power Corp (SMR), sold a total of 908,761 shares of Class A Common Stock.
• The sales occurred on October 7, 2025, and October 8, 2025.
• Weighted average sale prices for the transactions ranged from $39.42 to $43.13 per share.
• Following these transactions, Fluor Corporation no longer holds any direct or indirect beneficial ownership in NuScale Power Corp.
• The transactions were executed under a Rule 10b5-1 pre-arranged trading plan.

Sentiment

Score: 3

Explanation: The complete divestment by a major shareholder and director, Fluor Corporation, is a significant negative signal, despite being executed under a 10b5-1 plan. It removes a key institutional investor and could imply a lack of long-term confidence or a strategic shift, potentially impacting investor sentiment negatively.

Negatives

• Fluor Corporation, a significant shareholder and director, has completely divested its entire beneficial ownership in NuScale Power Corp.
• The sale of 908,761 shares by a major insider could signal a lack of confidence or a strategic shift away from NuScale.

Risks

• Significant insider selling, especially a complete divestment by a major shareholder and director, can be interpreted by the market as a negative signal regarding the company's future prospects or valuation.
• Potential for increased selling pressure on NuScale Power Corp's stock due to the large volume of shares sold.

Future Outlook

The filing does not provide any forward-looking statements or guidance from NuScale Power Corp or Fluor Corporation regarding future operations or financial performance.

Management Comments

• The transactions were signed by Kevin B. Hammonds, Executive Vice President, Chief Legal Officer and Corporate Secretary of Fluor Corporation.

Industry Context

Insider selling, particularly a complete divestment by a significant strategic investor and director, can be viewed critically by the market. While executed under a Rule 10b5-1 plan, which suggests pre-planning and not necessarily a reaction to immediate news, it removes a major institutional holder from NuScale's shareholder base. This could be interpreted as Fluor shifting its strategic focus or re-evaluating its investment in the small modular reactor (SMR) sector, potentially impacting investor sentiment towards NuScale and the broader SMR industry.

Comparison to Industry Standards

• A complete divestment by a 10% owner and director is a significant event, often interpreted more negatively than routine insider sales, as it signals a complete exit from the investment.
• While Rule 10b5-1 plans are common for managing insider stock sales, the scale and completeness of this divestment by Fluor Corp from NuScale Power Corp are notable compared to typical executive compensation-related sales.
• This action could be compared to other instances where major strategic partners or founding investors have exited their positions in emerging technology companies, often leading to short-term stock price volatility and questions about long-term strategic alignment.

Related Party Transactions

• Fluor Corporation, as a director and 10% owner of NuScale Power Corp, conducted these sales, which are considered related party transactions.

Stakeholder Impact

• **Shareholders:** Existing shareholders may experience negative sentiment and potential selling pressure on NuScale Power Corp's stock due to the complete exit of a major institutional investor.
• **Management:** NuScale's management may face questions regarding the implications of Fluor's divestment on strategic partnerships or future collaboration.
• **Employees:** No direct impact on employees is indicated in this filing.

Key Dates

Recommendation

The complete divestment by Fluor Corporation, a director and 10% owner, represents a significant loss of institutional support and could signal a lack of long-term conviction in NuScale Power Corp's prospects. While the transactions were pre-planned under Rule 10b5-1, the sheer scale and completeness of the exit by a strategic partner warrant a cautious stance. This event is likely to exert downward pressure on the stock and raises questions about NuScale's strategic direction without Fluor's significant stake. A seasoned investor would likely view this as a strong signal to reduce or exit their position.

Keywords

NuScale Power, SMR, Fluor Corp, Insider Selling, Form 4, Stock Sale, Divestment, Shareholder, Director, 10b5-1 Plan