Form SCHEDULE 13D/A NUSCALE POWER Corp Filed by: FLUOR CORP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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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) |
(CUSIP Number) |
Kevin B. Hammond Fluor Corporation, 6700 Las Colinas Blvd. Irving, TX, 75039 469-398-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2026 (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
|
| CUSIP No. |
| 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
13,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
The ownership percentage in this schedule is based upon an aggregate of 323,734,120 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 19,375,371 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 March 30, 2026, as reported in the Issuer's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on April 15, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 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
13,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
The ownership percentage in this schedule is based upon an aggregate of 323,734,120 shares of Class A Common Stock and 19,375,371 shares of Class B Common Stock issued and outstanding as of March 30, 2026, as reported in the Issuer's Proxy Statement on Schedule 14A filed with the SEC on April 15, 2026.
SCHEDULE 13D
|
| 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 350, Corvallis,
OREGON
, 97330. |
| Item 4. | Purpose of Transaction |
This Amendment No. 9 on Schedule 13D/A (this "Amendment No. 9") is being filed jointly by (i) Fluor Corporation, a Delaware corporation and a publicly listed company on the New York Stock Exchange ("Fluor") and (ii) Fluor Enterprises, Inc., a California corporation and wholly owned subsidiary of Fluor ("Fluor Enterprises", together with Fluor, the "Reporting Persons"). This Amendment No. 9 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, Amendment No. 2 filed on August 1, 2025, Amendment No. 3 filed on September 23, 2025, Amendment No. 4 filed on October 1, 2025, Amendment No. 5 filed on October 9, 2025, Amendment No. 6 filed on November 10, 2025, Amendment No. 7 filed on February 17, 2026 and Amendment No. 8 filed on April 13, 2026 (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:
On April 15, 2026, pursuant to that certain previously disclosed letter agreement (the "Citi Letter Agreement"), dated as of February 17, 2026, by and among Nuke Holdings, LLC, a wholly owned subsidiary of Fluor Enterprises ("Nuke"), Citibank, N.A. ("Citi") and Citigroup Global Markets Inc., as collateral custodian, Nuke sold 12,936,472 shares of Class A Common Stock to Citi at a price of $11.6293 per share. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and supplemented to add the following:
(a) - (c)
As of the date of filing this Amendment No. 9, Nuke is the record owner of 13,500,000 shares of Class A Common Stock (representing 3.9% of the total outstanding shares of Class A Common Stock and Class B Common Stock). |
| (e) | As of April 15, 2026, the Reporting Persons are no longer the beneficial owners of more than five percent of the Issuer's securities and are no longer required to report their holdings on Schedule 13D. Consequently, this Amendment represents the final amendment to the Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 4 is hereby incorporated by reference into this Item 6. |
| 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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