Amendment: SEC Form SCHEDULE 13D/A filed by NuScale Power Corporation
$SMR
Metal Fabrications
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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NUSCALE POWER Corp (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
67079K100 (CUSIP Number) |
Kevin B. Hammonds Fluor Corporation, 6700 Las Colinas Boulevard Irving, TX, 75039 (469) 398-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 67079K100 |
| 1 |
Name of reporting person
Fluor Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
126,400,219.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
(1) The ownership percentage in this schedule is based upon an aggregate of 133,386,513 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 151,006,371 shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), of NuScale Power Corporation ("Issuer") issued and outstanding as of May 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 12, 2025. If the percentage was calculated using the 133,386,513 shares of Class A Common Stock issued and outstanding, together with the 126,400,219 shares of Class B Common Stock beneficially owned by Fluor (and thus excluding 24,606,152 shares of Class B Common Stock which are not beneficially owned by Fluor), then the percentage in box 13 would be 48.7%.
SCHEDULE 13D
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| CUSIP No. | 67079K100 |
| 1 |
Name of reporting person
Fluor Enterprises, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
126,400,219.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
(2) The ownership percentage in this schedule is based upon an aggregate of 133,386,513 shares of Class A Common Stock and 151,006,371 shares of Class B Common Stock issued and outstanding as of May 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025. If the percentage was calculated using the 133,386,513 shares of Class A Common Stock issued and outstanding, together with the 126,400,219 shares of Class B Common Stock beneficially owned by Fluor Enterprises (and thus excluding 24,606,152 shares of Class B Common Stock which are not beneficially owned by Fluor Enterprises), then the percentage in box 13 would be 48.7%.
SCHEDULE 13D
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| CUSIP No. | 67079K100 |
| 1 |
Name of reporting person
NuScale Holdings Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
463,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
(3) The ownership percentage in this schedule is based upon an aggregate of 133,386,513 shares of Class A Common Stock and 151,006,371 shares of Class B Common Stock issued and outstanding as of May 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025. If the percentage was calculated using the 133,386,513 shares of Class A Common Stock issued and outstanding, together with the 463,747 shares of Class B Common Stock beneficially owned by NuScale Holdings Corp. (and thus excluding 150,542,624 shares of Class B Common Stock which are not beneficially owned by NuScale Holdings Corp.), then the percentage in box 13 would be 0.3%.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
NUSCALE POWER Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1100 NE CIRCLE BLVD., SUITE 200, CORVALLIS,
OREGON
, 97330. |
| Item 4. | Purpose of Transaction |
This Amendment No. 2 on Schedule 13D/A (this "Amendment No. 2") is being filed jointly by (i) Fluor Corporation, a Delaware corporation and a publicly listed company on the New York Stock Exchange ("Fluor"), (ii) Fluor Enterprises, Inc., a California corporation ("Fluor Enterprises") and wholly owned subsidiary of Fluor, and (iii) NuScale Holdings Corp., an Oregon corporation ("NuScale Holdings", together with Fluor Enterprises and Fluor, the "Reporting Persons"). This Amendment No. 2 amends and supplements the Schedule 13D previously filed by the Reporting Persons on May 12, 2022, as amended by Amendment No. 1 filed on November 3, 2022 (the "Original Filing"), with respect to the Class A Common Stock of NuScale Power Corporation (the "Issuer").
The Items below amend and supplement the information disclosed under the corresponding Items of the Original Filing.
Item 4 is hereby amended and supplemented to add the following:
As of the date of filing of this Amendment No. 2, due solely to issuances of Class A Common Stock by the Issuer, the percentage of voting control held by Fluor Enterprises has decreased to approximately 44.4% of outstanding shares of Class A Common Stock and Class B Common Stock, and Fluor Enterprises no longer has majority control over the Issuer.
On July 31, 2025, Fluor Enterprises, Issuer and NuScale Power, LLC ("NuScale LLC") entered into an Exchange and Lock-Up Agreement, which is referenced herein as Exhibit 10 and incorporated by reference. Pursuant to the Exchange and Lock-Up Agreement, the Issuer has agreed to exchange 15,000,000 Class B common units of NuScale LLC (together with the cancellation of 15,000,000 shares of Class B Common Stock) currently owned by Fluor Enterprises for 15,000,000 shares of Class A Common Stock (the "Exchanged Shares") on August 12, 2025. Fluor Enterprises has agreed not to transfer (directly or indirectly, whether through derivatives or any other means) the Exchanged Shares until September 11, 2025, and from September 11, 2025 to December 31, 2026, not to transfer Exchanged Shares on any day in an amount which would exceed 5% of the daily trading volume on the New York Stock Exchange for that day. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and supplemented to add the following:
(a) - (b)
On August 12, 2025, 15,000,000 Class B common units of NuScale LLC (together with the cancellation of 15,000,000 shares of Class B Common Stock) currently owned by Fluor Enterprises will be exchanged for 15,000,000 shares of Class A Common Stock.
To the knowledge of the Reporting Persons, information regarding the beneficial ownership of Class A Common Stock held by the persons listed in Schedule A as of March 24, 2025 is reported in the proxy statement of the Issuer filed on April 9, 2025 with the SEC under the heading "BENEFICIAL OWNERSHIP OF SECURITIES", which is incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended and supplemented to add the following:
Exhibit 10 Exchange and Lock-Up Agreement, dated as of July 31, 2025, by and among NuScale Power Corporation, NuScale Power, LLC and Fluor Enterprises, Inc. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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