On August 11, 2026, NuScale Power Corporation entered into a Sales Agreement with UBS Securities LLC, B. Riley Securities, Inc., Canaccord Genuity LLC, Craig-Hallum Capital Group, LLC, TCBI Securities, Inc. (d/b/a Texas Capital Securities), and Tuohy Brothers Investment Research, Inc. as sales agents for an at-the-market offering program. Under the agreement, NuScale may offer and sell shares of its Class A common stock (par value $0.0001) with an aggregate offering price of up to $750,000,000, at its sole discretion and subject to parameters it sets, with the agents receiving commissions of up to 2% of gross proceeds and customary indemnification rights. The agreement terminates upon the sale of all shares or earlier termination per its terms, and the shares are offered under the Company's Form S-3ASR (File No. 333-289467), with a related prospectus supplement and legal opinion dated August 11, 2026.
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Item 1.01 Entry into a Material Definitive Agreement. On August 11, 2026, NuScale Power Corporation (the Company ) entered into a Sales Agreement (the Sales Agreement ) with UBS Securities LLC ( UBS ), B. Riley Securities, Inc. ( B. Riley ), Canaccord Genuity LLC ( Canaccord ), Craig-Hallum Capital Group, LLC ( Craig-Hallum ), TCBI Securities, Inc., doing business as Texas Capital Securities ( TCS ) and Tuohy Brothers Investment Research, Inc. ( Tuohy Brothers ) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class A common stock, par value $0.0001 per share (the Common Stock ), having an aggregate offering price of up to $750,000,000 (the Shares ) through any of UBS, B. Riley, Canaccord, Craig-Hallum, TCS or Tuohy Brothers as its sales agent (together, the Sales Agents ). Under the Sales Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms of the Sales Agreement, the sales agent may sell the Shares by any method that is deemed to be an at the market offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the Securities Act ), including sales made through The New York Stock Exchange or any other trading market for the Common Stock. The Company will pay the sales agent a commission equal up to 2% of the gross sales proceeds of any Shares sold through the sales agent under the Sales Agreement, and has provided each sales agent with customary indemnification and contribution rights. The Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with the terms and conditions set forth therein. Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the Company s Registration Statement on Form S-3ASR (File No. 333-289467), which was filed with the Securities and Exchange Commission ( SEC ) on August 11, 2025 and became automatically effective upon filing pursuant to Rule 462(e) under the Securities Act. The Company filed a prospectus supplement, dated August 11, 2026, with the SEC in connection with the offer and sale of the Shares pursuant to the Sales Agreement. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K (this Current Report ) and is incorporated herein by reference. O Melveny & Myers LLP, counsel to the Company, has issued an opinion to the Company, dated August 11, 2026, relating to the validity of the Shares to be issued and sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report.
