10-K: NuScale Reports Wider Losses Amid SMR Commercialization Push

Sentiment:

Annual Report


NuScale Power Corporation reported a significantly wider net loss in 2025 due to substantial investments in commercialization efforts and a milestone payment to its strategic partner ENTRA1, despite achieving key regulatory approvals and securing significant capital.

Capital raiseNuScale issued and sold 57,112,216 shares of Class A common stock through at-the-market (ATM) programs (Q4 2025, Q3 2025, and 2024 ATM Programs) for net proceeds of $1,299.7 million during the year ended December 31, 2025.As of December 31, 2025, the company had sold shares for an aggregate sales price of $750.0 million under the Q4 2025 ATM Program, with potential for further sales.Fluor, a major stockholder, exchanged 110,936,472 NuScale LLC Class B units and Class B common stock for an equal number of Class A common stock on November 6, 2025.Fluor also exchanged an additional 15,000,000 NuScale LLC Class B units for Class A common stock on August 12, 2025.The company's shareholders approved an increase in the total number of authorized Class A common stock by 330,000,000 shares in December 2025, bringing the total authorized to 662,000,000 shares, providing capacity for future equity financing.
Worse than expectedThe net loss significantly widened to $664.5 million in 2025 from $348.4 million in 2024, indicating a substantial increase in unprofitability.General and administrative expenses surged by $533.9 million, primarily due to a $507.4 million Milestone Contribution 1 payment to ENTRA1, which is a significant cash outlay not yet tied to guaranteed revenue for NuScale.Net cash used in operating activities more than quadrupled to $459.6 million in 2025 from $108.7 million in 2024, reflecting a much higher cash burn rate.Revenue decreased in 2025 compared to 2024, indicating a slowdown in current revenue-generating activities despite the transition to commercialization.

Summary

  • NuScale Power Corporation (SMR) reported a net loss of $664.5 million for the year ended December 31, 2025, significantly wider than the $348.4 million loss in 2024.
  • General and administrative expenses surged to $609.8 million in 2025, primarily driven by a $507.4 million Milestone Contribution 1 payment to ENTRA1 Energy LLC under a Partnership Milestones Agreement (PMA).
  • The company successfully raised approximately $1.3 billion in net proceeds through at-the-market (ATM) equity programs in 2025, bolstering its cash and investment position to $1.29 billion.
  • NuScale's 6-unit 77 MWe NuScale Power Module (NPM) design received final approval from the U.S. Nuclear Regulatory Commission (NRC) in May 2025, allowing customers to reference the certified design for expedited licensing.
  • A non-binding agreement between ENTRA1 and Tennessee Valley Authority (TVA) was signed in September 2025 to develop plants providing up to 6 gigawatts of new nuclear power generation utilizing NuScale SMR equipment.
  • The Romanian Government approved the investment decision for the Doicesti SMR plant project on February 12, 2026, a positive step for NuScale's international deployment.
  • NuScale remediated a previously reported material weakness in its internal control over financial reporting as of December 31, 2025.
  • The company continues to incur significant operating losses and has an accumulated deficit of $732.9 million as of December 31, 2025.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with cautious optimism. While significant regulatory and partnership milestones have been achieved, the substantial increase in net loss and cash burn due to the ENTRA1 milestone payment, without guaranteed revenue, presents considerable financial risk. The successful capital raise provides liquidity but highlights ongoing funding needs for commercialization.

Positives

  • The U.S. Nuclear Regulatory Commission (NRC) finalized review and approved NuScale's 6-unit 77 MWe NuScale Power Module (NPM) design in May 2025, a critical regulatory milestone for commercialization.
  • The Romanian Government approved the investment decision for the Doicesti SMR plant project on February 12, 2026, allowing the project to advance licensing and pre-EPC work.
  • ENTRA1 and TVA entered into a non-binding collaborative agreement in September 2025 to develop plants for up to 6 gigawatts of new nuclear power generation using NuScale SMRs, indicating significant potential market demand.
  • NuScale successfully raised approximately $1.3 billion in net proceeds from at-the-market (ATM) equity programs in 2025, significantly increasing its cash and cash equivalents to $836.4 million and liquid investments to $450.8 million.
  • The company has remediated the previously reported material weakness in its internal control over financial reporting as of December 31, 2025, demonstrating improved financial oversight.
  • NuScale holds 513 issued patents globally and has an additional 268 patent applications pending, protecting key aspects of its SMR technology.
  • The company's SMR technology is highlighted as the only NRC-approved SMR design with an unparalleled safety case, including an unlimited coping period and site-boundary emergency planning zone (EPZ) support.

Negatives

  • NuScale reported a significantly wider net loss of $664.5 million in 2025, compared to $348.4 million in 2024, primarily due to a large milestone payment.
  • General and administrative expenses increased by $533.9 million to $609.8 million in 2025, largely due to a $507.4 million Milestone Contribution 1 payment to ENTRA1 under the Partnership Milestones Agreement (PMA).
  • The Milestone Contribution 1 payment to ENTRA1 is not conditioned on the execution of a revenue-generating contract between ENTRA1 and NuScale, posing a risk of unrecoverable cash outlays.
  • Net cash used in operating activities increased substantially to $459.6 million in 2025 from $108.7 million in 2024, indicating a higher cash burn rate.
  • The company has an accumulated deficit of $732.9 million as of December 31, 2025, and does not expect to achieve profitability in the near future.
  • Revenue decreased to $31.5 million in 2025 from $37.0 million in 2024, primarily due to a reduction in revenue from the RoPower technology license agreement.
  • NuScale has not yet entered into a binding contract with a customer to deliver NPMs, and there is no guarantee it will be able to do so, which is critical for future revenue generation.

Risks

  • NuScale Corp is a holding company dependent on distributions from NuScale LLC, which may be limited by law, regulation, or financing arrangements.
  • If NuScale LLC were treated as a corporation for U.S. federal income tax purposes, distributions could be substantially reduced, adversely affecting NuScale Corp shares.
  • Payments under the Tax Receivable Agreement (TRA) to Legacy NuScale Equityholders may be substantial and could exceed actual tax benefits, potentially impairing liquidity.
  • NuScale has not yet entered into a binding contract with a customer to deliver NPMs, and initial deployment could be significantly delayed without such agreements.
  • The company faces competition from other nuclear reactor technologies and from commercial SMR operators in China and Russia, who may have marketing advantages or greater funding.
  • Issues or delays in the development and manufacture of NPMs and related technology could prevent timely delivery and adversely affect the business.
  • Setbacks during the first commercial delivery or other demonstration missions could harm NuScale's reputation and financial condition.
  • NuScale has incurred significant losses since inception and expects to incur future losses, with no guarantee of achieving or maintaining profitability.
  • The cost of electricity generated from NuScale's NPMs may not be competitive in some markets, especially in the U.S. where prices are lower.
  • Loss of government incentives for nuclear power could adversely impact the SMR market and demand for NuScale's products.
  • The market for SMRs is not yet established and may not achieve expected growth potential or may grow more slowly.
  • NuScale's commercialization strategy relies heavily on relationships with ENTRA1, Fluor, and other partners, whose interests may diverge or who may not be easily replaced.
  • The Partnership Milestones Agreement (PMA) with ENTRA1 may result in significant cash outlays without guaranteeing revenue-generating activities from NuScale.
  • Inability to manage future growth effectively could hinder the execution of NuScale's business strategy.
  • Additional future funding will be required for operations and commercialization, and such financing may not be available on acceptable terms.
  • Unidentified manufacturing and construction issues prior to design finalization or fabrication could impact plant deployment cost and schedule.
  • Public perception of nuclear energy, including due to accidents or political sensitivity, can affect customers and NuScale's business.
  • The supply base may not be able to scale to meet production levels, and securing supplier commitments is limited until binding contracts are in place.
  • Dependence on senior management and highly skilled personnel, with risks if unable to attract or retain them.
  • Challenges in protecting patents and other proprietary rights, including limited geographical protection and potential third-party claims.
  • Regulatory approvals are required on a country-by-country basis internationally, which may be delayed, denied, or require design modifications.
  • Customers must obtain additional regulatory approvals for power plant construction, which may be denied or delayed.
  • Substantial costs or liabilities could be incurred from violations of environmental laws.
  • Stringent U.S. export and import control laws and regulations, and changes therein, could adversely affect the business.
  • Evolving government laws and regulations, including potential impacts from the Loper Bright Enterprises v. Raimondo Supreme Court decision, could create regulatory uncertainty.
  • The exclusive forum provision in Organizational Documents could limit stockholders' ability to bring claims.
  • The price of Class A common stock may be volatile due to various market and industry factors.
  • Sales of a significant portion of outstanding shares (e.g., by Fluor) could cause the market price to drop and dilute stockholders.
  • Short selling strategies, including the dissemination of negative or false allegations, could reduce the market price of Class A common stock.
  • NuScale does not expect to pay cash dividends in the foreseeable future.
  • Future widespread public health crises could negatively affect various aspects of the business.
  • Cybersecurity risks, including sophisticated attacks, could impact operations or result in data theft/release.
  • Involvement in litigation, such as the shareholder class action lawsuit, can be time-consuming, divert resources, and incur significant expenses or liability.

Future Outlook

NuScale anticipates generating significant revenue from the sale of NPMs and recurring service revenues throughout the project deployment and operating lives of power plants. The company expects service revenue to begin approximately five years prior to a power plant's commercial operation date. Management intends to grow the business by leveraging competitive advantages in scalability, safety, reliability, and cost, focusing on replacing coal-fired plants, providing alternatives to gas-fired generation, and partnering with ENTRA1 for hyperscaler, technology, industrial, and micro-grid customers. International customer development and continuous technology advancements, including the development of micro-reactors, are also key growth avenues. The company believes it has sufficient cash and cash equivalents and investments, along with continued access to capital markets, to satisfy cash requirements for the next 12 months and beyond.

Management Comments

  • "NuScale is redefining nuclear power through the development of proprietary and innovative SMR technology that the Company believes will deliver safe, scalable, cost-effective and reliable carbon-free power."
  • "The Company believes this results in a safe and highly reliable power plant suitable to be sited close to where electricity, water desalinization, hydrogen production or process heat is needed."
  • "We anticipate that the Company's service offerings will have high penetration rates across the customer base and will provide consistent, recurring revenues throughout the project deployment phase and operating lives of NPMs."
  • "Management believes this clean baseload power generation provides energy at scale for large technology companies to help meet power needs for data centers and artificial intelligence (AI) while achieving sustainability objectives."
  • "Management intends to grow the business by leveraging the Company's competitive advantages in scalability, safety, reliability and cost."
  • "We believe continued investment in R&D is critical to the development and enhancement of innovative products, technologies, and services."
  • "We believe that we have sufficient cash and cash equivalents and investments, along with continued access to capital markets, to satisfy our cash requirements for the next 12 months and beyond."

Industry Context

StockSavvy.ai notes that NuScale operates within a rapidly evolving global energy landscape driven by decarbonization targets, increasing electricity demand (especially from data centers and AI), and a renewed governmental interest in nuclear power as a clean, firm energy source. The U.S. government's executive order to expand nuclear energy capacity to 400 GW by 2050 underscores a significant domestic market opportunity. NuScale's NRC-approved SMR design positions it uniquely against competitors, particularly those in China and Russia whose SMRs lack similar U.S. regulatory validation. The focus on modularity, enhanced safety, and scalability aligns with industry needs for flexible, reliable power solutions that can complement intermittent renewables. However, the nascent SMR market and cost competitiveness against other generation sources remain critical challenges, as highlighted by the company's substantial losses and reliance on government incentives and strategic partnerships like ENTRA1 and TVA.

Comparison to Industry Standards

  • NuScale's NPM is the first and only SMR to receive a Standard Design Approval (SDA) from the U.S. Nuclear Regulatory Commission (NRC), providing a significant regulatory advantage over other SMR developers globally, including those in China and Russia (e.g., Rosatom, China National Nuclear Corporation) that operate commercial SMRs but lack NRC approval.
  • The NRC approval process for NuScale's design took 41 months, which is noted as the fastest approval ever completed by the agency for a nuclear reactor company, demonstrating efficiency compared to traditional large-scale nuclear plant licensing which can take decades.
  • NuScale's SMR design features an 'unlimited coping period' and an NRC-approved 'site-boundary Emergency Planning Zone (EPZ)' of 300 yards, which is unprecedented for commercial light water nuclear reactors. This contrasts sharply with traditional large-scale nuclear plants that require a 10-mile radius EPZ and operator intervention within 72 hours.
  • The NPM's ability to operate without AC or DC power for safety systems and its 'black-start capability' are first-of-a-kind for the nuclear industry, offering superior resilience compared to conventional large-scale nuclear plants that require grid power for safety systems and restart.
  • NuScale's multi-module control room design, approved by the NRC, allows three licensed operators to control up to 12 NPMs, significantly reducing operational staffing compared to traditional large-scale nuclear plants that require a minimum of six licensed operators for three reactors.
  • The expected capacity factor of ~98% for a 12-module NuScale plant, due to staggered refueling, is significantly greater than other non-nuclear forms of electric power generation (e.g., coal at 42%, natural gas at 60%, wind/solar less than 35% in 2024 EIA analysis).
  • NuScale's technology leverages existing light water nuclear reactor technology, which the World Nuclear Association considers to have the lowest technological risk and be the most commercially developed among SMR types (e.g., fast neutron, high temperature gas, molten salt reactors).

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Workforce ReductionN/AN/AJanuary 8, 2024Strategic actions to align resources with core priorities, advance revenue-generating projects, secure new orders, and position NuScale towards technology commercialization and long-term success.
Chief Legal Officer (former)James CanafaxN/ANovember 11, 2025Executed a 10b5-1(c) Trading Instruction for Eligible Sell-to-Cover Transaction, indicating departure or change in role, though not explicitly stated as a 'change' in the filing.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control RemediationRemediation of a material weakness in internal control over financial reporting related to information technology general controls (ITGC) and internal controls across key financial reporting processes, due to insufficient personnel and technical support.December 31, 2025Improved financial oversight and reporting reliability, enhancing investor confidence and compliance with regulatory requirements.
Authorized Capital IncreaseShareholders approved an increase in the total number of authorized Class A common stock by 330,000,000 shares, bringing the total authorized to 662,000,000 shares.December 2025Provides greater flexibility for future equity financing, but also enables potential dilution for existing shareholders.
Exclusive Forum ProvisionThe Charter provides that the Court of Chancery of the State of Delaware is the exclusive forum for internal corporate claims, and federal district courts of the U.S. are the exclusive forum for Securities Act claims.N/A (existing provision)Aims to provide consistency in applying Delaware law and may discourage certain lawsuits against the company's directors, officers, and employees, but could limit stockholders' choice of judicial forum.

Legal Proceedings

  • A shareholder class action lawsuit, Truesdson v. NuScale Power Corporation, et al. (Case No. 26-328, filed February 18, 2026), has been filed in the U.S. District Court for the District of Oregon, Portland Division.
  • The lawsuit alleges that defendants made false and misleading statements and failed to disclose material facts regarding ENTRA1's experience, qualifications, and capabilities as a nuclear power plant developer.
  • The plaintiff seeks to represent a class of persons who purchased Class A common stock between May 13, 2025, and November 6, 2025, and seeks unspecified damages, attorneys' fees, and other relief.
  • NuScale is unable to estimate the potential loss or range of loss associated with the lawsuit, which could materially and adversely impact its business, financial condition, or results of operations.

Related Party Transactions

  • NuScale entered into an Exchange Agreement with Fluor on November 6, 2025, where Fluor exchanged 110,936,472 NuScale LLC Class B units and Class B common stock for an equal number of Class A common stock.
  • In consideration for the exchange, Fluor agreed to certain trading limitations, to vote in favor of increasing authorized Class A shares, and to amend the Exclusivity Agreement and the Tax Receivable Agreement (TRA).
  • The TRA Amendment, dated November 6, 2025, reduced Fluor's benefit percentage from 85% to 42.5% of net cash tax savings, increasing NuScale's retained benefit from 15% to 57.5%.
  • On August 12, 2025, Fluor exchanged an additional 15,000,000 NuScale LLC Class B units for Class A common stock under an Exchange and Lock-up Agreement.
  • NuScale earned $23.9 million in revenue from Fluor for services in 2025, representing 76.0% of total revenue, and Fluor owed NuScale $5.5 million as of December 31, 2025.
  • NuScale incurred no expenses for services by Fluor in 2025, compared to $767,000 in 2024 and $32.9 million in 2023.

Stakeholder Impact

  • **Shareholders**: Experience significant dilution from recent ATM offerings and Fluor's conversion of Class B units. Face increased risk due to widening losses, high cash burn, and the shareholder class action lawsuit. Potential for future capital appreciation is tied to successful commercialization and profitability, which remains uncertain.
  • **Employees**: Experienced a 28% workforce reduction in January 2024, indicating strategic restructuring. The company's focus on commercialization and R&D for new products could create future opportunities for remaining highly skilled personnel.
  • **Customers (e.g., RoPower, TVA/ENTRA1)**: Benefit from NRC-approved SMR technology and ongoing development. RoPower's project is advancing with government approval, and TVA's non-binding agreement with ENTRA1 signals significant future potential. However, delays in NuScale's ability to deliver NPMs could impact customer project timelines.
  • **Suppliers**: NuScale is progressing long-lead material procurement and has strategically executed supply agreements, indicating continued business for key partners. However, the constrained supply base and NuScale's ability to secure commitments are dependent on binding customer contracts.
  • **Creditors**: The company has no debt as of December 31, 2025, and a strong cash position from recent equity raises, which is favorable. However, the substantial accumulated deficit and ongoing operating losses highlight a reliance on equity financing to fund operations and future obligations.

Next Steps

  • RoPower Nuclear S.A. is authorized to advance the licensing process and complete geotechnical work for the Doicesti SMR plant project.
  • RoPower will finalize negotiation of a pre-engineering, procurement and construction (EPC) contract and begin negotiating contracts for long lead items.
  • NuScale will negotiate definitive agreements related to project finalization, construction, equipment installation and testing, plant commissioning, and post-commercial operation date on-going technical support with RoPower.
  • ENTRA1 and TVA will collaborate to develop plants to provide TVA with up to 6 gigawatts of new nuclear power generation, utilizing NuScale's SMR equipment.
  • NuScale will continue research and development efforts focused on innovative plant operations and services, new product innovations, and lowering the lifecycle cost of NPMs.
  • The R&D team will develop new innovative technologies integrating NuScale SMR-based plants with industrial applications (steam compression, hydrogen production) and advanced micro-reactor technologies.
  • NuScale will continue international customer development with ENTRA1, focusing on educating and marketing the technology to foreign governments and corporations.

Key Dates

DateDescription
2007NuScale Power LLC organized in Oregon; company founding.
September 30, 2011Exclusivity Agreement among NuScale Power, LLC, NuScale Holdings Corp., and Fluor Enterprises, Inc. (as amended).
December 13, 2021Agreement and Plan of Merger between Spring Valley, Merger Sub and NuScale LLC.
May 2, 2022Amended and Restated Registration Rights Agreement and Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC dated; Transaction closed.
February 28, 2023Long Lead Material Reimbursement Agreement (LLM Agreement) entered into between NuScale LLC and CFPP LLC.
November 7, 2023Confidential Settlement and Release Agreement (Release Agreement) entered into between NuScale Power, LLC and CFPP LLC.
January 5, 2024NuScale announced a plan to reduce its workforce by 154 full-time employees (28%).
July 2024NuScale and RoPower signed a technology licensing agreement.
November 8, 2024Company entered into the 2024 ATM Program sales agreement.
November 19, 2024Company provided notice of redemption of all outstanding Warrants.
December 19, 2024Redemption Time for all outstanding Warrants.
December 31, 2024Ownership change occurred for IRC Section 382 purposes due to Class A common stock sales and warrant exercises.
January 2025Company entered into sales and marketing agreements for services.
May 7, 2025Amended and restated Strategic Alliance Agreement with ENTRA1 Energy LLC became effective.
May 2025NRC finalized review and approved NuScale's second SDA application for the 6-unit 77 MWe NPM design.
June 30, 2025Sales and marketing agreement extended for the 2026 fiscal year.
July 31, 2025NuScale and Fluor entered into an Exchange and Lock-up Agreement.
August 1, 2025Current Report on Form 8-K filed regarding Exchange and Lock-up Agreement.
August 11, 2025NuScale entered into the Q3 2025 ATM Program sales agreement.
August 12, 2025Fluor exchanged 15,000,000 NuScale LLC Class B units for Class A common stock.
August 27, 2025NuScale LLC and ENTRA1 executed the Partnership Milestones Agreement (PMA).
September 2, 2025TVA and ENTRA1 entered into a non-binding collaborative agreement for up to 6 GW of nuclear power generation.
September 22, 2025Company entered into a tri-Party Agreement with the U.S. Department of Energy and CFPP LLC on Long Lead Materials (LLM Settlement).
October 8, 2025NuScale and DOE executed a Release and Assignment of Rights, giving NuScale sole ownership of LLM.
November 6, 2025NuScale entered into an Exchange Agreement with Fluor; Tax Receivable Agreement Amendment with Fluor signed.
November 7, 2025NuScale entered into the Q4 2025 ATM Program sales agreement.
November 11, 2025James Canafax, former chief legal officer, executed a 10b5-1(c) Trading Instruction.
December 2025Company's shareholders voted to increase total authorized Class A common stock by 330,000,000 shares to 662,000,000.
February 12, 2026Nuclearelectrica Shareholders approved the investment decision for the SMR Project in Doicesti, Romania.
February 17, 2026Joinder to Exchange Agreement executed by Nuke Holdings, LLC and NuScale Power parties.
February 18, 2026Shareholder class action lawsuit (Truesdson v. NuScale Power Corporation, et al.) filed.
February 26, 2026Filing date of the Annual Report on Form 10-K.

Recommendation

hold

NuScale Power presents a high-risk, high-reward profile. While the company has achieved critical regulatory milestones (NRC SDA for 77 MWe NPM) and secured significant partnerships (ENTRA1, TVA, RoPower) that validate its technology and market potential, its financial performance shows a substantial widening of losses and increased cash burn in 2025. The $507.4 million payment to ENTRA1, not yet tied to guaranteed revenue, is a major concern. The successful $1.3 billion capital raise provides a strong liquidity buffer, but also signals an ongoing need for external funding to bridge the gap to commercialization and profitability. The shareholder lawsuit adds another layer of uncertainty. Given the long lead times, execution risks, and significant capital requirements before revenue generation, a 'hold' recommendation is appropriate. Investors should monitor progress on binding customer contracts, the financial implications of the ENTRA1 partnership, and the resolution of the lawsuit, as these will be crucial determinants of future value.

Keywords

Small Modular Reactor, SMR, Nuclear Power, NuScale Power Module, NPM, NRC Approval, ENTRA1, TVA, RoPower, Carbon-Free Energy, Energy Transition, Advanced Nuclear Technology, Power Generation, SEC Filing, 10-K, Financial Results, Capital Raise, Intellectual Property, Regulatory Risk, Corporate Governance

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