SCHEDULE: Fluor Reduces NuScale Power Stake, Enters Lock-Up Agreement for Share Exchange

Fluor Corporation's beneficial ownership in NuScale Power Corp has decreased to 44.4%, leading to a new agreement for the exchange of 15 million Class B shares for Class A shares, subject to a lock-up and daily volume limit.

Summary

• Fluor Corporation and its subsidiaries, Fluor Enterprises, Inc. and NuScale Holdings Corp., reported a decrease in their beneficial ownership of NuScale Power Corp.
• Fluor Enterprises' voting control has fallen to approximately 44.4% of outstanding Class A and Class B Common Stock, meaning it no longer holds majority control.
• This change is attributed solely to issuances of Class A Common Stock by NuScale Power Corp.
• An Exchange and Lock-Up Agreement was signed 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.
• The exchange is scheduled for 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 Enterprises is restricted from transferring more than 5% of the daily trading volume of NuScale Power's Class A Common Stock on the NYSE.
• The agreement modifies NuScale LLC's exchange policy, increasing the maximum exchangeable amount for Fluor to 15,000,000 units for this specific exchange.

Sentiment

Score: 6

Explanation: The filing indicates a planned, structured change in a major shareholder's position, moving towards a more liquid share class and managing potential future sales. While Fluor loses majority control, this is a natural evolution for a public company. The terms of the lock-up and daily volume limit are designed to mitigate negative market impact, suggesting a controlled process rather than an abrupt or distressed event. The overall sentiment is neutral to slightly positive due to increased liquidity potential and governance evolution, but with the inherent risk of future share sales.

Positives

• The exchange of Class B to Class A shares could improve liquidity for Fluor's holdings in NuScale Power over time.
• The structured transfer limits (lock-up and daily volume) provide a degree of market stability by preventing a sudden large sell-off.

Negatives

• Fluor Enterprises no longer holds majority control over NuScale Power Corp, which could alter governance dynamics.
• The decrease in ownership percentage, while due to dilution from NuScale's issuances, represents a reduced proportional stake for Fluor.

Risks

• Potential downward pressure on NuScale Power's Class A Common Stock price if Fluor sells a significant portion of its 15,000,000 Exchanged Shares after the lock-up period, even with the 5% daily volume limit.
• Changes in control dynamics could introduce uncertainty regarding future strategic alignment between Fluor and NuScale Power.

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, for any transfers. This structured approach aims to manage the market impact of potential future sales by Fluor.

Industry Context

This filing reflects a significant shift in the ownership structure of NuScale Power, a leader in small modular reactor (SMR) technology. While Fluor remains a major shareholder, its loss of majority control could signal a more diversified ownership base and potentially broader strategic independence for NuScale. The conversion of Class B to Class A shares also suggests a move towards a more liquid and standardized equity structure, which is generally positive for public companies in emerging technology sectors like SMRs.

Comparison to Industry Standards

• The conversion of Class B (limited liquidity, often higher voting rights) to Class A (publicly traded, higher liquidity) common stock is a common practice for companies transitioning from a founder/major investor-controlled structure to a more widely held public entity. This aligns with standard corporate finance practices aimed at improving marketability and investor access.
• The lock-up and daily volume limit provisions are standard mechanisms used in public markets to manage the orderly distribution of large blocks of shares, preventing sudden price shocks. This is comparable to post-IPO lock-up agreements or secondary offering structures seen across various industries.
• The reduction of a major shareholder's stake below majority control is a significant governance event, often seen as a step towards greater independence for the company's management and board, aligning with best practices for mature public companies.

Corporate Governance

Related Party Transactions

• The Exchange and Lock-Up Agreement dated July 31, 2025, between NuScale Power Corporation, NuScale Power, LLC, and Fluor Enterprises, Inc. (a wholly-owned subsidiary of Fluor Corporation, a major shareholder of NuScale Power Corp.) constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The conversion of Class B to Class A shares for a significant block of stock could eventually increase the float and liquidity of Class A shares. The lock-up and daily volume limits are designed to prevent immediate dilution or price shock from a large sale, providing some stability. The loss of majority control by Fluor could be viewed positively by some investors seeking broader governance.
• Management/Board: The shift in control dynamics may give NuScale Power's management and board more autonomy in strategic decisions, potentially reducing the direct influence of Fluor.

Next Steps

• August 12, 2025: Exchange of 15,000,000 Class B units for 15,000,000 Class A shares by Fluor Enterprises.
• September 11, 2025: End of the initial lock-up period for the exchanged Class A shares.
• September 11, 2025, to December 31, 2026: Fluor Enterprises will be subject to a 5% daily trading volume limit for transfers of the exchanged Class A shares.

Key Dates

Recommendation

The filing details a planned, structured reduction in Fluor's controlling stake and a conversion of Class B to Class A shares, subject to a lock-up and daily volume limits. While the loss of majority control by a key strategic partner like Fluor could introduce some uncertainty, the orderly nature of the transaction, including the phased release of shares, suggests a managed transition rather than a distressed exit. The increased liquidity of Class A shares post-conversion could be a long-term positive. However, the potential for future sales by Fluor, even with volume limits, could create overhang. Given these balanced factors, a "hold" recommendation is appropriate, advising investors to monitor the market's absorption of these shares and any subsequent strategic announcements from NuScale.

Keywords

NuScale Power, Fluor Corporation, SEC Filing, Schedule 13D, Ownership Change, Class A Common Stock, Class B Common Stock, Lock-Up Agreement, Share Exchange, Beneficial Ownership, Corporate Governance, Nuclear Energy, Small Modular Reactors