SCHEDULE: Fluor Reduces NuScale Power Stake, Relinquishes Majority Control

Fluor Corporation's beneficial ownership in NuScale Power Corp has decreased to 44.4%, resulting in the loss of majority control, alongside an agreement to exchange 15 million Class B units for Class A shares with a subsequent lock-up period.

Summary

• Fluor Corporation and its subsidiary, Fluor Enterprises, Inc., now beneficially own 126,400,219 shares of NuScale Power Corp, representing 44.4% of the combined Class A and Class B common stock outstanding as of May 5, 2025.
• Due to recent issuances of Class A Common Stock by NuScale Power Corp, Fluor Enterprises no longer holds majority control over the Issuer.
• An Exchange and Lock-Up Agreement was entered into on July 31, 2025, between Fluor Enterprises, NuScale Power Corp, and NuScale Power, LLC.
• Under this agreement, Fluor Enterprises will exchange 15,000,000 Class B common units of NuScale LLC (and cancel 15,000,000 Class B Common Stock shares) for 15,000,000 shares of Class A Common Stock on August 12, 2025.
• Fluor Enterprises has agreed to a lock-up period, prohibiting transfers of these 15,000,000 Class A shares until September 11, 2025.
• From September 11, 2025, to December 31, 2026, Fluor is restricted from transferring more than 5% of the daily trading volume of NuScale Power Corp's Class A Common Stock on the NYSE.

Sentiment

Score: 6

Explanation: The filing indicates a planned, orderly reduction of a major shareholder's control and a structured approach to potential future share sales. While the loss of majority control could be seen as a negative for some, the structured nature of the transaction and the continued significant stake held by Fluor suggest a managed transition rather than a distressed exit. The increased liquidity of Class A shares could be positive long-term.

Positives

• The exchange of Class B units for Class A shares by Fluor could potentially increase the liquidity of NuScale Power Corp's Class A common stock in the market over time, as Class A shares are more readily tradable.
• The structured lock-up and daily volume limit on Fluor's share transfers aim to prevent a sudden flood of shares into the market, potentially mitigating immediate downward price pressure.

Negatives

• Fluor Corporation's reduction in beneficial ownership to 44.4% means it no longer holds majority control over NuScale Power Corp, which could alter governance dynamics and strategic direction.
• The impending exchange of 15,000,000 Class B units for Class A shares, while subject to a lock-up, introduces a significant block of shares that will eventually become available for sale, potentially creating future selling pressure.

Risks

• Potential market impact from future sales of the 15,000,000 Class A shares by Fluor Enterprises after the lock-up period and daily volume limits expire, or if the 5% daily volume limit is consistently utilized.
• Changes in corporate control and influence due to Fluor Enterprises no longer holding a majority stake, which could lead to shifts in strategic priorities or operational decisions at NuScale Power Corp.

Future Outlook

Fluor Enterprises will exchange 15,000,000 Class B units for Class A shares on August 12, 2025. These shares will be subject to a lock-up until September 11, 2025, followed by a daily trading volume limit of 5% until December 31, 2026, indicating a structured approach to potential future share dispositions.

Industry Context

This filing reflects a significant shift in the ownership structure of NuScale Power Corp, a company at the forefront of small modular reactor (SMR) technology. The reduction of Fluor's majority control could signal a transition towards a more diversified shareholder base and potentially broader strategic partnerships, which is common as innovative technology companies mature and seek wider market adoption and funding.

Comparison to Industry Standards

• The structured exchange and lock-up agreement, including a daily volume limit, is a common mechanism used by large shareholders or founders to manage the orderly distribution of a significant equity stake without unduly disrupting market prices. This approach is consistent with best practices seen in similar transitions for technology or growth companies where a major initial investor reduces their holding.
• The relinquishment of majority control by a key strategic investor like Fluor, while maintaining a substantial minority stake (44.4%), is a typical evolution for companies moving beyond initial development phases, allowing for broader institutional investment and potentially greater independence for the company's management.

Related Party Transactions

• The Exchange and Lock-Up Agreement is a related party transaction between Fluor Enterprises (a significant shareholder) and NuScale Power Corporation/NuScale Power, LLC.

Stakeholder Impact

• Shareholders: The reduction of Fluor's majority control could lead to a more diversified shareholder base. The eventual availability of 15 million Class A shares could increase liquidity but also introduce selling pressure.
• Management: The shift in control might grant NuScale Power Corp's management greater autonomy in strategic decision-making.
• Employees: No direct impact on employees is indicated.

Next Steps

• Exchange of 15,000,000 Class B units for 15,000,000 Class A shares on August 12, 2025.
• Fluor Enterprises will be restricted from transferring the exchanged Class A shares until September 11, 2025.
• From September 11, 2025, to December 31, 2026, Fluor Enterprises will adhere to a daily transfer limit of 5% of the Class A Common Stock's daily trading volume.
• NuScale Power Corp will remove the transfer legend from the exchanged shares on or before the first trading day after the lock-up period ends.

Key Dates

Recommendation

The filing details a significant shift in ownership and control, with Fluor relinquishing its majority stake while retaining a substantial minority. The planned exchange of Class B for Class A shares, coupled with a structured lock-up and daily volume limit, suggests an orderly process for Fluor to manage its investment. While the loss of majority control could introduce uncertainty, the structured nature of the transaction and Fluor's continued large stake mitigate immediate concerns. Investors should hold to observe how the market absorbs the increased liquidity from the Class A shares and how the new governance dynamics unfold.

Keywords

NuScale Power, Fluor Corporation, SEC Filing, Schedule 13D/A, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Exchange Agreement, Lock-Up Agreement, Corporate Control, Nuclear Power, SMR, Small Modular Reactor