| | 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. |
| (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 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. |
