NuScale Power Corporation (SMR): $500mn Class A Share offering
NuScale Power Corporation (NYSE: SMR): $500mn Class A Share offering
NuScale Power Corporation Up to $500,000,000 of Class A Common Stock
We have entered into a sales agreement (the “Sales Agreement”) with UBS Securities LLC (“UBS”), TD Securities (USA) LLC (“TD Cowen”), B. Riley Securities, Inc. (“B. Riley”), Canaccord Genuity LLC (“Canaccord”), and Tuohy Brothers Investment Research, Inc. (“Tuohy Brothers”) relating to shares of our Class A Common Stock, with the par value of $0.0001 per share (“Class A Common Stock”) offered by this prospectus supplement and the accompanying prospectus. We refer to each of UBS, TD Cowen, B. Riley, Canaccord and Tuohy Brothers as a “sales agent” and collectively as the “sales agents.” In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class A Common Stock having an aggregate offering price of up to $500,000,000 from time to time through or to each selling agent acting as our agent or principal. In connection with the entry into the Sales Agreement, we terminated our “at the market offering” program pursuant to our prior sales agreement, dated as of November 8, 2024. Sales of our Class A Common Stock, if any, under this prospectus supplement and the accompanying prospectus will be made in negotiated transactions, including block trades or block sales, or by methods permitted by law deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or by any other method permitted by law. The sales agents are not required to sell any specific amount of securities, but will act as our sales agents using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the sales agents and us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. The compensation to the sales agents for sales of Class A Common Stock sold pursuant to the Sales Agreement will be an amount up to 3.0% of the gross proceeds of any shares of Class A Common Stock sold under the Sales Agreement. In connection with the sale of the Class A Common Stock on our behalf, the sales agents may be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the sales agents may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the sales agents with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our business and an investment in our Class A Common Stock involve significant risks. These risks are described under the caption “Risk Factors” beginning on page S-5 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Our Class A Common Stock is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol “SMR.” On August 8, 2025, the closing sale price of our Class A Common Stock was $39.35 per share. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.