SCHEDULE: Fluor Reduces NuScale Power Stake to 40.3%
Beneficial Ownership Update
Fluor Corporation and its subsidiaries have reduced their beneficial ownership in NuScale Power Corp. to 40.3% through recent sales of Class A Common Stock.
Summary
- Fluor Corporation, Fluor Enterprises, Inc., and NuScale Holdings Corp. (Reporting Persons) filed Amendment No. 4 to their Schedule 13D, updating their beneficial ownership in NuScale Power Corp.
- Fluor Enterprises, Inc. commenced sales of NuScale Power Class A Common Stock on September 16, 2025, following the expiration of an initial lock-up period.
- These sales were conducted in compliance with the Exchange and Lock-Up Agreement dated July 31, 2025, including daily volume limitations effective from September 11, 2025.
- As of the filing date, Fluor Corporation and Fluor Enterprises, Inc. collectively beneficially own 114,824,497 shares, representing 40.3% of the combined Class A and Class B Common Stock.
- NuScale Holdings Corp. beneficially owns 463,747 shares, representing 0.2% of the combined Class A and Class B Common Stock.
- The reported ownership percentages are based on an aggregate of 133,893,376 shares of Class A Common Stock and 150,983,449 shares of Class B Common Stock outstanding as of August 5, 2025.
Sentiment
Score: 4
Explanation: The filing indicates a significant shareholder is reducing its stake, which can be interpreted negatively by the market due to potential selling pressure and a perceived lack of conviction, despite being a planned transaction.
Negatives
- A significant shareholder, Fluor Corporation, reducing its stake could be perceived negatively by the market, potentially indicating reduced long-term conviction.
- The ongoing sales of Class A Common Stock by Fluor Enterprises, Inc. may create selling pressure on NuScale Power's stock.
Risks
- The Reporting Persons' beneficial ownership of NuScale Power's outstanding equity securities has decreased and may continue to decrease as additional sales are made from time to time in accordance with the Exchange and Lock-Up Agreement, potentially leading to further stock price volatility.
Future Outlook
The Reporting Persons may continue to decrease their beneficial ownership through additional sales of Class A Common Stock in accordance with the terms and conditions of the Exchange and Lock-Up Agreement.
Industry Context
This transaction represents a strategic portfolio adjustment by Fluor Corporation, a common practice for large corporate investors in their portfolio companies. While specific to NuScale, such divestitures can influence market perception within the broader energy and small modular reactor (SMR) sector, particularly regarding investor confidence in early-stage growth companies.
Related Party Transactions
- The Exchange and Lock-Up Agreement, dated July 31, 2025, is between NuScale Power Corporation, NuScale Power, LLC, and Fluor Enterprises, Inc., which are related parties. The reported sales are permitted under this agreement.
Stakeholder Impact
- Shareholders: Potential for increased selling pressure on NuScale Power's stock due to ongoing sales by a major investor, and potential negative market perception regarding the long-term commitment of a key sponsor.
Next Steps
- Reporting Persons may continue to decrease their beneficial ownership through additional sales of Class A Common Stock in accordance with the Exchange and Lock-Up Agreement.
Key Dates
| Date | Description |
|---|---|
| May 12, 2022 | Original Schedule 13D filing by Reporting Persons. |
| November 3, 2022 | Amendment No. 1 to Schedule 13D filed. |
| July 31, 2025 | Date of the Exchange and Lock-Up Agreement among NuScale Power Corporation, NuScale Power, LLC, and Fluor Enterprises. |
| August 1, 2025 | Amendment No. 2 to Schedule 13D filed, referencing the Exchange and Lock-Up Agreement. |
| August 5, 2025 | Date for which the aggregate outstanding shares of Class A (133,893,376) and Class B (150,983,449) Common Stock were reported. |
| August 7, 2025 | Issuer's Quarterly Report on Form 10-Q filed with the SEC. |
| August 12, 2025 | Fluor Enterprises exchanged 15,000,000 Class B common units of NuScale Power, LLC for 15,000,000 shares of Class A Common Stock. |
| September 11, 2025 | Daily volume limitations described in the Exchange and Lock-Up Agreement became effective for sales. |
| September 16, 2025 | Fluor Enterprises commenced sales of Class A Common Stock. |
| September 23, 2025 | Amendment No. 3 to Schedule 13D filed. |
| September 29, 2025 | Date of event which requires filing of this statement (Amendment No. 4). |
| October 1, 2025 | Date of signing this Amendment No. 4. |
Recommendation
holdThe filing indicates a significant shareholder, Fluor Corporation, is reducing its stake in NuScale Power Corp. This action, while permitted under a pre-existing agreement, could create selling pressure on the stock and may be perceived as a reduction in long-term conviction. Investors should monitor the market's reaction to these ongoing sales and assess the impact on NuScale's valuation and future prospects before making significant investment decisions.
Keywords
NuScale Power, Fluor Corporation, Schedule 13D, beneficial ownership, stock sales, Class A Common Stock, equity stake, SEC filing, corporate governance
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