SCHEDULE: Fluor Corp Decreases Stake in NuScale Power Through Stock Sales

Sentiment:

Schedule 13D Amendment


Fluor Corporation and its subsidiaries decreased their ownership in NuScale Power due to sales of Class A Common Stock.

Summary

  • Fluor Enterprises exchanged 15,000,000 Class B common units for 15,000,000 shares of Class A Common Stock on August 12, 2025.
  • Fluor Enterprises began selling Class A Common Stock on September 16, 2025, following the expiration of the initial lock-up period under the Exchange and Lock-Up Agreement.
  • As of the filing date, Fluor Enterprises owns 7,890,587 shares of Class A Common Stock and 110,936,472 shares of Class B Common Stock, representing 41.7% of total outstanding shares.
  • NuScale Holdings owns 463,747 shares of Class B Common Stock, representing 0.2% of the total outstanding shares.
  • The Reporting Persons' percentage beneficial ownership of the Issuer's outstanding equity securities has decreased and may continue to decrease as additional sales are made.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The filing primarily describes transactions related to stock sales and ownership adjustments, without expressing strong positive or negative views about the company's prospects.

Positives

  • Fluor Enterprises is selling Class A Common Stock in compliance with the Exchange and Lock-Up Agreement.
  • The Exchange and Lock-Up Agreement provides a framework for Fluor Enterprises to manage its stake in NuScale Power.

Negatives

  • The Reporting Persons' percentage beneficial ownership of the Issuer's outstanding equity securities has decreased from that previously reported.
  • Continued sales of Class A Common Stock by Fluor Enterprises may further decrease the Reporting Persons' beneficial ownership.

Risks

  • Continued sales of Class A Common Stock by Fluor Enterprises may further decrease the Reporting Persons' beneficial ownership.
  • The decrease in ownership percentage could potentially impact Fluor's influence on NuScale Power's strategic decisions.

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 announcement reflects ongoing adjustments in the ownership structure of NuScale Power, a company focused on developing small modular nuclear reactors (SMRs). The sales by Fluor could be part of a broader strategy to rebalance its investment portfolio or to realize gains from its investment in NuScale as the company progresses towards commercialization.

Comparison to Industry Standards

  • It is common for major shareholders to periodically adjust their positions in publicly traded companies, especially after lock-up periods expire.
  • Comparable companies in the energy sector, such as Rolls-Royce SMR and GE Hitachi Nuclear Energy, also have major shareholders whose investment decisions can significantly impact the company's stock performance.
  • The Exchange and Lock-Up Agreement is a standard mechanism used to manage the orderly sale of shares by significant shareholders, preventing abrupt market disruptions.

Related Party Transactions

  • The Exchange and Lock-Up Agreement between NuScale Power Corporation, NuScale Power, LLC, and Fluor Enterprises governs the exchange of Class B common units for Class A Common Stock and the subsequent sale of shares.

Stakeholder Impact

  • Shareholders: The stock sales by Fluor Enterprises may create selling pressure on NuScale Power's stock price.
  • Employees: The change in ownership structure could potentially impact employee morale and job security, although no specific details are provided in the filing.
  • Customers: The ownership changes are unlikely to have a direct impact on NuScale Power's customers.
  • Suppliers: The ownership changes are unlikely to have a direct impact on NuScale Power's suppliers.

Next Steps

  • Fluor Enterprises may continue to sell Class A Common Stock in the future.
  • The Reporting Persons will continue to monitor their ownership stake in NuScale Power and comply with reporting requirements.

Key Dates

DateDescription
2022-05-12Original Filing of Schedule 13D
2022-11-03Amendment No. 1 to Schedule 13D
2025-03-24Date for beneficial ownership information in proxy statement
2025-07-31Date of Exchange and Lock-Up Agreement
2025-08-05Date of outstanding shares information in Form 10-Q
2025-08-07Date of Issuer's Quarterly Report on Form 10-Q filing
2025-08-12Fluor Enterprises exchanged Class B common units for Class A Common Stock
2025-09-11Date from which daily volume limitations described in the Exchange and Lock-Up Agreement apply
2025-09-16Fluor Enterprises commenced sales of Class A Common Stock
2025-09-19Date of Event Which Requires Filing of This Statement
2025-09-23Date of filing this Amendment No. 3

Recommendation

hold

The decrease in ownership by Fluor is expected and governed by the Exchange and Lock-Up Agreement. While the sales may create some selling pressure, Fluor remains a significant shareholder. Therefore, a hold recommendation is appropriate.

Keywords

NuScale Power, Fluor Corporation, Class A Common Stock, Class B Common Stock, Share Sales, Beneficial Ownership, Exchange and Lock-Up Agreement

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