DEF: NuScale Seeks Share Increase for Capital, Growth

NuScale Power Corporation calls a special meeting to vote on doubling its authorized Class A common stock to fund future operations and strategic initiatives.

Summary

• A Special Meeting of Stockholders will be held virtually on Tuesday, December 16, 2025, at 11:00 a.m. Eastern Time.
• Stockholders will vote on Proposal 1: to approve an amendment to the Certificate of Incorporation to increase the total number of authorized shares of Class A common stock from 332,000,000 to 662,000,000 shares.
• This increase would raise the total authorized capital stock from 512,000,000 to 842,000,000 shares, while Class B common stock and preferred stock authorizations remain unchanged.
• The primary reason for the increase is to provide meaningful capital resources for business plans and strategic initiatives, including financing, mergers, acquisitions, and equity compensation.
• The company has not yet commercialized its NuScale Power Modules (NPMs) and its revenue sources are limited to cost-sharing awards from the U.S. Department of Energy and a subcontractor role in the RoPower Nuclear S.A. Phase 2 Front-End Engineering and Design project.
• Operations have been primarily financed by at-the-market equity offering programs, and the company expects to incur losses for the near to medium-term, requiring additional capital.
• Stockholders will also vote on Proposal 2: to approve a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are insufficient votes for Proposal 1.
• The Board of Directors unanimously recommends a vote FOR both Proposal 1 and Proposal 2.
• The Record Date for stockholders entitled to vote is November 17, 2025.

Sentiment

Score: 4

Explanation: The filing indicates a critical need for capital to fund ongoing operations and strategic initiatives, explicitly stating expectations of near-to-medium term losses and reliance on equity financing. While the proposed share increase provides necessary flexibility for future growth and addresses potential 'going concern' issues, it also signals significant future dilution for existing shareholders and underscores the company's pre-commercialization financial challenges.

Positives

• Provides meaningful capital resources for business plans and strategic initiatives.
• Offers flexibility to issue shares for capital-raising, financing, mergers, acquisitions, investments, collaborations, and equity compensation.
• Improves the ability to pursue financing and other stockholder value-enhancing transactions into the future.
• Allows the company to take advantage of market conditions and favorable financing opportunities without the expense or delay of obtaining future stockholder approval for each transaction.
• Ensures a sufficient number of authorized shares to fund ongoing operations and business plans.

Negatives

• Potential for significant dilution of existing stockholders' ownership interest, voting power, liquidation value, and book value if additional shares are issued.
• The Board would generally be able to issue additional authorized shares in its discretion without further stockholder approval, subject to NYSE rules and the Exchange Agreement.
• The availability of additional shares could have anti-takeover effects, potentially discouraging or making more difficult efforts to effect a change of control or remove management.
• Failure to approve the share increase could result in a lack of necessary flexibility, difficulties in financing ongoing business, challenges in retaining and recruiting personnel, and an inability to effect strategic initiatives, potentially creating substantial doubt about the company's ability to continue as a going concern.

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 losses in the future 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 Energy LLC, Fluor Corporation, 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 of nuclear energy and public perception.
• 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 (addressed by Proposal 1).
• Volatility of the Class A Common Stock price.
• Resales of a majority of outstanding shares may cause the stock price to drop.
• Risks related to the largest stockholder.
• Additional sales of common stock or exercise of options could result in dilution to stockholders.
• Subject to short selling strategies.
• Ability to remediate the material weakness in financial reporting.

Future Outlook

The company expects to incur losses for the near to medium-term and will require additional capital resources in the future to fund its operations. The proposed increase in authorized shares is deemed critical to its evolving business strategy, providing the flexibility to issue shares for financing and other stockholder value-enhancing transactions, as the company has not yet commercialized its NuScale Power Modules (NPMs).

Management Comments

• "On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in NuScales business."
• "The Board has unanimously adopted and approved the Authorized Share Increase Amendment and declared the Authorized Share Increase Amendment to be advisable and in the best interests of the Company and its stockholders."
• "Having a sufficient number of authorized shares of Class A Common Stock is necessary in order to fund our ongoing operations and business plan."
• "We believe that it is critical to our evolving business strategy to have the flexibility to issue shares of Class A Common Stock, and we believe that adopting the Authorized Share Increase Amendment at this time would improve our ability to pursue financing and other stockholder value enhancing transactions into the future."

Industry Context

The company operates in the nascent Small Modular Reactor (SMR) market, which is not yet established and faces uncertainty regarding its growth. NuScale's business model is centered on its NuScale Power Module (NPMs), which have not yet been commercialized. The company's current revenue streams are primarily from U.S. Department of Energy cost-sharing awards and a single project in Romania, highlighting the early stage of the SMR industry and NuScale's position within it.

Corporate Governance

Related Party Transactions

• Fluor Corporation, a major beneficial owner (36.9% total voting power), is a party to the Exchange Agreement, dated November 6, 2025, which places restrictions on the Board's discretion to issue shares.
• Japan NuScale Innovation, LLC is also a major beneficial owner (6.4% total voting power).

Stakeholder Impact

• Shareholders face potential significant dilution of ownership interest, voting power, liquidation value, and book value if new shares are issued, but the company gains flexibility for long-term value creation if capital is deployed effectively.
• Employees may benefit from the ability to attract and retain personnel through grants of equity awards under current or future equity compensation plans.
• Creditors could see enhanced financial stability for the company due to improved capital-raising capabilities.
• Future customers and partners may benefit from the company's enhanced ability to fund operations and strategic initiatives, supporting the development and commercialization of NPMs.

Next Steps

• Hold the Special Meeting of Stockholders virtually on December 16, 2025, to vote on the proposed amendments.
• If Proposal 1 is approved, file a Certificate of Amendment with the Secretary of State of the State of Delaware as soon as practicable.
• Announce preliminary voting results at the Special Meeting.
• Disclose final voting results on a Current Report on Form 8-K filed with the SEC within four business days after the Special Meeting.
• Continue to pursue financing and strategic initiatives, leveraging the increased authorized shares if approved.

Key Dates

Recommendation

NuScale Power is at a pivotal stage, requiring substantial capital to advance its SMR technology towards commercialization, as evidenced by its reliance on equity offerings and government funding, and its expectation of continued losses. The proposed doubling of authorized shares is a critical, albeit dilutive, measure to secure necessary funding and maintain operational viability, explicitly addressing a potential 'going concern' risk if not approved. While this move provides essential financial flexibility for strategic growth, it signals a challenging near-term outlook for existing shareholders due to the high probability of significant dilution. Investors should monitor the company's progress in securing customer contracts and achieving commercialization milestones, as well as the terms of any future capital raises, before making further investment decisions.

Keywords

NuScale Power, SMR, Small Modular Reactor, Nuclear Energy, Stock Authorization, Capital Raise, Equity Dilution, Proxy Statement, Corporate Governance, Shareholder Meeting, DEF 14A