8-K: NuScale Reports Q3 2025, Secures Landmark SMR Deal

NuScale Power announced third-quarter 2025 financial results and a landmark agreement with ENTRA1 Energy and TVA for the largest U.S. SMR deployment, alongside a plan for Fluor to monetize its stake.

Summary

• Reported financial results for the third quarter ended September 30, 2025.
• ENTRA1 Energy, NuScale's global strategic partner, signed an agreement with the Tennessee Valley Authority (TVA) to deploy up to six gigawatts of NuScale small modular reactor (SMR) capacity, marking the largest SMR deployment program in U.S. history.
• Continued progress on Fluor's Phase 2 Front-End Engineering and Design (FEED) study for the RoPower Doiceti, Romania, power plant.
• Ended the third quarter with cash, cash equivalents, and shortand long-term investments totaling $753.8 million.
• Sold 13.2 million shares through an at-the-market (ATM) program during Q3 2025, generating $475.2 million in gross proceeds.
• Entered into a definitive agreement with Fluor Corporation regarding the conversion and monetization of Fluor's remaining Class B units into Class A common stock, with monetization expected by the end of Q2 2026.

Sentiment

Score: 6

Explanation: The filing presents a mixed but generally positive outlook. Significant strategic wins like the TVA agreement and progress on the RoPower plant demonstrate strong commercial traction and market leadership. The strengthened cash position is also a positive. However, the substantial net loss due to the ENTRA1 milestone payment, while strategic, significantly impacts current profitability. Fluor's monetization of its stake introduces potential share price volatility and removes a key founding investor, though it is framed as a 'natural evolution' and value capture for Fluor. The overall sentiment leans slightly positive due to the commercial milestones and capital strength, despite the large reported loss.

Positives

• Secured a landmark agreement with ENTRA1 Energy and TVA for the deployment of up to six gigawatts of NuScale SMR capacity, representing the largest SMR deployment program in U.S. history.
• Continued to progress Fluor's Phase 2 Front-End Engineering and Design (FEED) study for the RoPower Doiceti, Romania, power plant.
• Strengthened cash position, ending Q3 2025 with $753.8 million in cash, cash equivalents, and shortand long-term investments.
• Generated $475.2 million in gross proceeds from the sale of 13.2 million shares through an at-the-market (ATM) program.
• Revenue increased by $7.8 million to $8.242 million in Q3 2025 compared to $0.475 million in Q3 2024, primarily due to engineering services for the RoPower plant.
• Research and development (R&D) expenses decreased by $1.1 million in Q3 2025 compared to Q3 2024, as personnel transitioned to revenue-generating commercial projects.
• Investment income increased by $3.8 million to $5.761 million in Q3 2025 compared to $2.008 million in Q3 2024, due to a stronger cash position and higher investments.

Negatives

• General and administrative (G&A) expenses increased significantly by $502.2 million to $519.222 million in Q3 2025 compared to $17.021 million in Q3 2024, primarily due to the recognition of Milestone Contribution 1 of $495.0 million under the Partnership Milestones Agreement with ENTRA1.
• Reported a net loss of $532.646 million for Q3 2025, compared to a net loss of $45.554 million for Q3 2024.
• Loss per share of Class A Common Stock was $(1.85) for Q3 2025, compared to $(0.18) for Q3 2024.
• Fluor Corporation, a significant strategic investor, is monetizing its remaining stake in NuScale, converting Class B units to Class A common stock and selling shares by Q2 2026.

Risks

• Liquidity and ability to raise capital.
• Requirements under the Tax Receivable Agreement.
• Ability to enter into binding contracts with customers to deliver NuScale Power Modules (NPMs).
• Competition for commercial Small Modular Reactors (SMRs).
• Delays in the development and manufacturing of NPMs and related technology.
• Possibility of incurring future losses and inability to achieve or maintain profitability.
• The cost of electricity generated from nuclear sources or NPMs may not be cost-competitive.
• The market for SMRs is not yet established and may not achieve expected growth.
• Dependence on relationships with ENTRA1, Fluor, and other strategic investors and partners.
• Risks related to the Partnership Milestones Agreement with ENTRA1.
• Ability to manage growth effectively.
• Need for additional funding in the future.
• Manufacturing and construction issues.
• Loss of government funding.
• The politically sensitive environment and public perception of nuclear energy.
• Dependence on senior management and other highly skilled personnel.
• Ability to obtain design approvals internationally.
• Customers' ability to obtain required regulatory approvals on a timely basis or at all.
• Compliance with environmental laws and evolving government laws and regulations.
• Impact of changing trade policies and new or increased tariffs.
• Risks related to cybersecurity.
• Changes in tax laws.
• Existing or future litigation and regulatory proceedings.
• Ability to protect intellectual property.
• Limited number of authorized shares available for issuance.
• The price of Class A common stock may be volatile.
• Resales of a majority of outstanding shares may cause the stock price to drop.
• Risks related to Fluor as the largest stockholder.
• Additional sales of common stock or exercise of options could result in dilution to stockholders.
• Potential for short selling strategies.
• Ability to remediate the material weakness in financial reporting.
• Risks associated with Fluor's monetization, including timing, market conditions, and NuScale's ability to obtain shareholder approval for an increase in authorized share count.

Future Outlook

NuScale anticipates continuing to work with its global strategic partner ENTRA1 on commercializing and deploying NuScale Power Modules (NPMs) to meet demand for reliable, carbon-free baseload power for energy-intensive industries. Fluor Corporation expects to complete the monetization of its stake in NuScale by the end of the second quarter of 2026. NuScale also anticipates increasing its authorized share count, which Fluor has agreed to support, and has agreed to certain limitations on equity issuances through February 2026.

Management Comments

• "NuScale is honored that our technology was selected for ENTRA1s historic agreement with the Tennessee Valley Authority which marks the largest SMR deployment program in U.S. history." John Hopkins, NuScale President and CEO.
• "This program underscores how, as the first and only SMR technology provider to obtain U.S. Nuclear Regulatory Commission design approval, NuScale is leading the industry and is ready for commercial deployment." John Hopkins, NuScale President and CEO.
• "We look forward to continuing to work with our global strategic partner ENTRA1 on commercializing and deploying NuScale Power Modules (NPMs)TM into ENTRA1 Energy PlantsTM to meet Americas demand for reliable, carbon-free baseload power for AI data centers, critical mining, semiconductor manufacturing, and other key energy-intensive industries that are driving our nations economic future." John Hopkins, NuScale President and CEO.
• "We’re proud of our successful investment in NuScale and the past and prospective value generated for Fluor shareholders." Jim Breuer, CEO of Fluor.
• "Over the past several quarters, we engaged with NuScale to reach an efficient and equitable outcome that helps capture significant value for our shareholders, underscoring our long-term commitment to driving shareholder returns." Jim Breuer, CEO of Fluor.
• "Fluor’s support over the past 14 years has been instrumental in positioning NuScale as a leader in advanced nuclear technology." John Hopkins, President and CEO of NuScale Power.
• "This transaction marks a natural evolution of our relationship and underscores NuScale’s readiness to move forward, focused on delivering our SMR technology to the market, while delivering tremendous value to our investors." John Hopkins, President and CEO of NuScale Power.

Industry Context

The announcement highlights the growing demand for carbon-free baseload power, particularly from energy-intensive sectors like AI data centers, critical mining, and semiconductor manufacturing. NuScale's SMR technology, being the first and only to obtain U.S. Nuclear Regulatory Commission design approval, positions it as a leader in the nascent but rapidly expanding SMR market, aligning with global energy transition goals.

Corporate Governance

Related Party Transactions

• NuScale's exclusive global strategic partner, ENTRA1 Energy, signed a landmark agreement with the Tennessee Valley Authority (TVA) to deploy up to six gigawatts of NuScale SMR capacity.
• Recognition of Milestone Contribution 1 of $495.0 million under NuScale's Partnership Milestones Agreement with ENTRA1, contributing to a significant increase in General and Administrative expenses.
• NuScale and Fluor Corporation entered into a definitive agreement regarding the conversion and monetization of Fluor's remaining stake in NuScale, including Fluor converting Class B units into Class A common stock and a structured monetization of shares.
• In connection with the exchange, Fluor agreed to vote in favor of NuScale's anticipated increase to its authorized share count, reduce Fluor's economic rights under the tax receivable agreement, and waive certain claims relating to Fluor's commercial arrangements with NuScale.
• The parties also agreed to certain limitations on NuScale's equity issuances through February 2026.

Stakeholder Impact

• **Shareholders**: Potential for dilution from Fluor's monetization and future capital raises (ATM program already executed). The agreement with Fluor aims to preserve equity value during the monetization process. The significant net loss due to the ENTRA1 milestone payment impacts reported earnings per share.
• **Customers (e.g., TVA, RoPower)**: The landmark agreement with TVA and continued progress on the RoPower FEED study indicate significant advancement in the deployment of NuScale's SMR technology, providing a path to reliable, carbon-free energy.
• **Employees**: Transition of personnel from Research and Development to commercial projects suggests a shift towards operational deployment and potential growth opportunities.
• **Fluor Corporation**: Monetizing its long-term investment in NuScale, aiming to capture significant value for its shareholders, while also agreeing to certain terms to support NuScale's ongoing development.
• **ENTRA1 Energy**: Strengthened partnership through the landmark TVA agreement and the receipt of a significant milestone payment, reinforcing its role as NuScale's global strategic partner.

Next Steps

• Continue working with ENTRA1 on commercializing and deploying NuScale Power Modules (NPMs).
• Fluor Corporation to complete the structured monetization of its stake in NuScale by the end of the second quarter of 2026.
• NuScale to hold a conference call on November 6, 2025, at 5:00 p.m. ET to discuss Q3 results.
• NuScale to seek shareholder approval for an increase in its authorized share count.
• Adhere to limitations on equity issuances through February 2026.

Key Dates

Recommendation

NuScale Power demonstrates significant strategic progress with the landmark TVA agreement and continued advancement in Romania, underscoring its leadership in SMR technology and strong commercialization efforts. The company also strengthened its cash position through capital market activities. However, the substantial net loss in Q3 2025, primarily due to a large milestone payment to ENTRA1, highlights the significant investment phase the company is in. Fluor's planned monetization of its stake, while framed as a natural evolution, introduces potential market overhang and dilution risk. Given these mixed signals—strong long-term potential and strategic wins balanced against current unprofitability and a major shareholder exit—a 'hold' recommendation is appropriate. Investors should monitor the execution of the TVA and RoPower projects, the impact of Fluor's share monetization, and NuScale's path to sustained profitability.

Keywords

Small Modular Reactor, SMR, Nuclear Energy, NuScale Power, ENTRA1 Energy, Tennessee Valley Authority, TVA, Fluor Corporation, Q3 Earnings, Financial Results, Capital Markets, Advanced Nuclear Technology, Carbon-Free Energy, RoPower, Romania, Power Plant, Equity Monetization