NUSCALE POWER Corp SMR
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Mar 3, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
31 paragraphs in Risk Factors of the 10-K filed Feb 26, 2026 with nothing like them in the 10-K filed Mar 3, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
NuScale Corp) could be taxable as dividends to such partners to the extent of the earnings and profits of NuScale LLC. In addition, NuScale Corp would no longer have the benefit of increases in the tax basis of NuScale LLC’s assets as a result of exchanges of NuScale LLC Class B units.
NuScale Corp is party to the Tax Receivable Agreement with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement).
Any such payments to TRA Holders will reduce the cash provided by the tax savings generated from future exchanges that would otherwise have been available to NuScale Corp for other uses, including reinvestment or dividends to Class A stockholders. Cash tax savings from the remaining 57.5% of the tax benefits arising from the exchange of Fluor Class B units and the remaining 15% of the tax benefits arising from the exchange of other TRA holders will be retained by NuScale Corp.
We face competition from other nuclear reactor technologies and from companies in China and Russia that currently operate commercial SMRs.
There are several reactor technologies that are in various stages of development, such as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies and others, and commercial SMRs are currently operating in China and Russia, and while to date no SMR or advanced reactor company other than NuScale has even applied to the NRC for SMR SDA, other technologies have different NRC applications under review and some have already received NRC approval for construction permits and are in construction phase.
We rely heavily upon our relationship with ENTRA1 to commercialize our NPMs and our other products and services, as well as our relationships with Fluor, our largest stockholder, and other investors and strategic partners. As our exclusive global strategic partner, ENTRA1 holds the exclusive rights for the worldwide commercialization, distribution, sales and development of our products, services and power plants pursuant to the amended and restated Strategic Alliance Agreement, effective May 7, 2025 (the “Strategic Alliance Agreement”), which also restricts our ability to directly or indirectly contact or enter into arrangements with anyone who has, or had, a relationship with ENTRA1. We granted Fluor
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The PMA with ENTRA1 may result in significant cash outlays in the near term without guaranteeing revenue generating activities.
Pursuant to the PMA, NuScale is named a key supplier to ENTRA1 with respect to the supply of SMR technology until the end of 2045. During this period, while ENTRA1 retains sole discretion to identify ENTRA1 Energy Projects and select, contract with, or purchase from NuScale or other suppliers or service providers, NuScale must make certain Milestone Contributions to ENTRA1 at varying stages in connection with any ENTRA1 Energy Project based on the number of NPMs that are anticipated to be included in the project. NuScale does not control the achievement of such funding Milestone Contributions. If an ENTRA1 Energy Project is not completed, Milestone Contributions are creditable against future ENTRA1 Energy Projects; however, ENTRA1 may not generate any future projects, in which case the Milestone Contributions would be unrecoverable.
During the year ended December 31, 2025, ENTRA1 entered into a non-binding agreement with TVA under which ENTRA1 and TVA will collaborate to develop plants to provide TVA with up to 6 gigawatts of new nuclear power generation. This agreement satisfied the criteria for NuScale’s payment of Milestone Contribution 1 for 72 NPMs for an approximate cost of $507 million. Under the PMA, the Company will be obligated to make Milestone Contribution 2 to ENTRA1, or its designated affiliate upon the execution by ENTRA1, or its designated affiliate, of a binding power purchase agreement, energy off-take agreement or document with a Third Party in connection with the development of an Energy Project or the deployment of one or more NPMs into a potential Energy Project, in the amount of approximately $16 million per NPM included in such binding agreement.
While the anticipated execution of such binding agreement by ENTRA1 would be considered a favorable development for NuScale, Milestone 2 Contributions, like Milestone 1 Contributions (each as defined in Note 9 of the Notes to the Consolidated Financial Statements, are not conditioned on the execution of a contract between ENTRA1 and NuScale. We cannot assure you that any ENTRA1 Energy Project that triggers Milestone 1 Contributions or Milestone 2 Contributions (including the TVA project) will result in any revenue generating contract between ENTRA1 and NuScale, as only Milestone 3 (as defined inNote 9 of the Notes to the Consolidated Financial Statements are conditioned on the execution of such a revenue generating contract.
In addition, while the number of NPMs in respect to which Milestone 1 Contributions and Milestone 2 Contributions are required at any one time is limited under the PMA, once an Energy Project advances from the Milestone 1 stage to the Milestone 2 stage (or from the Milestone 2 stage to the Milestone 3 stage), the limits for those Milestone Contributions will reset for the number of NPMs included such Energy Project. As a result, NuScale could be obligated to make additional Milestone Contribution 1 payments without any assurances that any revenue generating contract with ENTRA1 will be entered into with respect to either the original or the new project. Absent such revenue generating contracts, NuScale would be obligated to pay ENTRA1 the Milestone Contributions without receiving any revenue in return, which would materially adversely affect our financial condition and results of operations.
Our Supply Base is Constrained, and Until We Enter Into a Binding Contract to deliver NPMs, Our Ability to Secure Commitments from Our Suppliers may be Limited, which Introduces Risks Relating to Schedule, Cost and Quality as Competitors Place Orders from the Same Constrained Supply Base.
NuScale relies on third party suppliers to build our NPMs and associated equipment. Until we enter into a binding contract with a customer to deliver NPMs, our ability to secure commitments from all of our strategic suppliers may be limited, which introduces risks relating to schedule, cost and quality that will compound as competing nuclear and non-nuclear competitors place orders from the same constrained supplier base. If we are forced to delay in placing firm orders with our suppliers:
•the suppliers may gain increasing pricing leverage, and we may be forced to accept less favorable terms;
•we may have to consider using less established suppliers, which could introduce quality and execution risk; and
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.
Recent changes in U.S. trade policy, including the imposition of new or increased tariffs in the U.S. on certain foreign goods or retaliatory tariffs in response to such tariffs could cause an increase in our cost and delay in delivery of goods related to our products. Such increased costs could require us to increase prices to our customers, or, if we are unable to increase prices, result in lowering our margin on products sold.
Our long-lead time components are manufactured overseas, and tariffs on such components would increase our costs to the extent those components are imported into the U.S. If there are retaliatory tariffs imposed by countries to which we are exporting, we may not be able to pass the cost through to our customers or our products could be less competitive as compared to competitors.
We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could adversely impact our business, financial condition and results of operations.
We expect we will require additional future funding to fund operations and commercialization, and such financing may not be available on acceptable terms.
NuScale is subject to new or changing international, federal, state, and local regulations, including laws relating to the design, development, manufacturing, marketing, servicing, or sales of our nuclear-fuel related products. Such laws and regulations may, among other things;
•give rise to liability such as fines and penalties, property damage, bodily injury, and cleanup costs; and
Additionally, administrative law cases decided by the U.S. Supreme Court in 2024 may create uncertainty with respect to actions taken by regulatory agencies to interpret, implement and enforce federal legislation. For example, in its June 2024
decision in Loper Bright Enterprises v. Raimondo (the “Loper”), the U.S. Supreme Court overturned the longstanding Chevron doctrine, under which courts were required to give deference to regulatory agencies’ reasonable interpretations of ambiguous federal statutes. The Loper decision could result in legal challenges to regulations and guidance issued by federal agencies that are currently applicable to or will be applicable to our business, including by the DOE. Further, the Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretations and delays in or other impacts to the agency rulemaking process, which could have a material adverse effect on our business, financial condition and results of operations.
The exclusive forum provisions in our Organizational Documents could limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with NuScale or its directors, officers or other employees.
Our Certificate of Incorporation, as amended and Amended Restated Bylaws (“Organizational Documents”) provide that unless NuScale otherwise consents in writing, the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the sole and exclusive forum for any complaint, including claims in the right of the Corporation, asserting (a) claims that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or (b) as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery, to the fullest extent permitted by law, and subject to applicable jurisdictional requirements. Further, unless NuScale otherwise consents in writing, the federal district courts of the United States of America shall be the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law, America.
The court in the designated forum under these exclusive forum provisions may also reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of our exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find these exclusive forum provisions to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition.
Any such future sales, by NuScale or our stockholders, could decrease the market price of our Class A common stock.
We expect to retain our future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our Class A common stock will be the sole source of gain, if any, for any stockholders for the foreseeable future.
Our business and operations, including but not limited to ongoing or planned research and development activities may be impacted by public health crises. Future public health crises, including any future pandemics or epidemics, could severely impact our operations and development activities, including, but not limited to, through: delays in necessary interactions with local regulators and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees; delays in manufacturing of our SMRs due to increased competition for manufacturing capacity and other supply chain constraints; and limitations in employee resources that would otherwise be focused on the conduct of our business. Any of the foregoing factors, or other effects of any public health crisis, including any future pandemic or epidemic, could materially affect our business, possibly to a significant degree. The severity and duration of any such impacts cannot be predicted.
We are currently named in a purported class action lawsuit filed in the U.S. District Court for the District of Oregon that asserts claims under federal securities laws that the defendants made false and misleading statements, and failed to disclose material facts, relating to ENTRA1’s experience, qualifications and capabilities as a developer of nuclear power plants, and further asserts that Fluor Corporation and the individual defendants are controlling persons within the meaning of federal securities laws. See “Legal Proceedings”.
Paragraphs in the 10-Q filed Nov 5, 2026 that were not in the one before
New in the latest 10-Q
4 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
The Company elected the practical expedient under ASC 326-20-30-5A to exclude accrued interest from the amortized cost basis of the Company’s financial assets when measuring potential impairment under ASC 326, Credit Losses.
Read in the 10-Q
In October 2026, NuScale executed a contract with Doosan that will support the Company’s investment into the physical production of an advanced component of our NPM, specifically for the fabrication of the upper reactor coolant system of the NPM.
Read in the 10-Q
any, associated with the lawsuit, which could materially and adversely impact its business, financial condition or results of operations.
Read in the 10-Q
Controls and procedures
During the quarter ending September 30, 2026, the Company implemented a new enterprise resource planning system (“ERP”) that will allow for more automated controls and enhance operational functionality. As a result of this implementation, we have made changes to our internal controls over financial reporting to address processes and procedures impacted by the ERP implementation.
Read in the 10-Q
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 26, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:There have been no material changes from our risk factors as disclosed in the 2025 Annual Report on Form 10-K.
Read in the 10-Q
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 26, 2026 that are in none of the 1 earlier 10-Ks stored, back to Mar 3, 2025
Where each one is used
- milestone contributions: Pursuant to the PMA, NuScale is named a key supplier to ENTRA1 with respect to the supply of SMR technology until the end of 2045. During this period, while ENTRA1 retains sole discretion to identify ENTRA1 Energy Projects and select, contract with, or purchase from NuScale or other suppliers or service providers,...
- energy project: Pursuant to the PMA, NuScale is named a key supplier to ENTRA1 with respect to the supply of SMR technology until the end of 2045. During this period, while ENTRA1 retains sole discretion to identify ENTRA1 Energy Projects and select, contract with, or purchase from NuScale or other suppliers or service providers,...
- forum provisions: The exclusive forum provisions in our Organizational Documents could limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with NuScale or its directors, officers or other employees.
- revenue generating: The PMA with ENTRA1 may result in significant cash outlays in the near term without guaranteeing revenue generating activities.
- entra energy: Pursuant to the PMA, NuScale is named a key supplier to ENTRA1 with respect to the supply of SMR technology until the end of 2045. During this period, while ENTRA1 retains sole discretion to identify ENTRA1 Energy Projects and select, contract with, or purchase from NuScale or other suppliers or service providers,...
- strategic alliance: We rely heavily upon our relationship with ENTRA1 to commercialize our NPMs and our other products and services, as well as our relationships with Fluor, our largest stockholder, and other investors and strategic partners. As our exclusive global strategic partner, ENTRA1 holds the exclusive rights for the...
- alliance agreement: We rely heavily upon our relationship with ENTRA1 to commercialize our NPMs and our other products and services, as well as our relationships with Fluor, our largest stockholder, and other investors and strategic partners. As our exclusive global strategic partner, ENTRA1 holds the exclusive rights for the...
- milestone stage: In addition, while the number of NPMs in respect to which Milestone 1 Contributions and Milestone 2 Contributions are required at any one time is limited under the PMA, once an Energy Project advances from the Milestone 1 stage to the Milestone 2 stage (or from the Milestone 2 stage to the Milestone 3 stage), the...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
32 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/SMR/export.csv") into a cell.