NuScale Power Corporation

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, investors should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors of the Companys 2024 Annual Report on Form 10-K, which could materially affect our business, financial condition, results of operations, or reputation. We do not believe that there have been any material changes to the risk factors disclosed in the Companys 2024 Annual Report on Form 10-K, other than as set forth below. The risks described in the Companys 2024 Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, results of operations and/or reputation.

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The Company has a limited number of authorized shares of Class A common stock remaining available for issuance, which could negatively impact our ability to raise capital.

Our commercialization strategy relieertificate of incorporation currently authorizes 332,000,000 shares of Class A common stock for issuance. As of June 30, 2025, there were approximately 21,000,000 shares of Class A common stock authorized share remaining. Our primary source of capital raising since 2023 has been selling shares of Class A common stock through the ATM program. Our ability to raise additional capital by selling shares of Class A common stock is limited by the number of available authorized shares, and amending the Companys Certificate of Incorporation to increase the number of authorized shares will require stockholder approval. The stockholder approval process can be time consuming, and there is no assurance that stockholders would approve such an amendment, which could negatively impact our ability to raise capital.

Our commercialization strategy relies heavily on our relationships with ENTRA1, Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate.

We rely heavily upon our relationship with ENTRA1 to commercialize our NPM and our other products and services, as well as our relationships with Fluor, the largest stockholder in NuScale Corp, and other investors and strategic partners. Pursuant to the Strategic Alliance Agreement, ENTRA1 iAs our exclusive global strategic partner and, 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 certain rights to provide engineering, procurement and construction services in connection with NuScales general plant design, project-specific designs and services typically performed by Fluor or its direct competitors. Similarly, we have entered into certain agreements with Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear Industrial Services, LLC for certain planning, engineering, manufacturing and support activities, and with JGC Holdings Corporation, an affiliate of Japan NuScale Innovation, LLC, related to the engineering, procurement and construction (EPC) and commissioning of the first NuScale SMR-based plant, with Samsung CT Corporation related to certain EPC activities; and with GS Energy with respect to project development in certain markets.

Our strategic partners may have interests that diverge from our interests, and which may hinder our ability to negotiate sales to customers. If we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building nuclear plants, developing NuScale SMRs, or commercializing our products and services. In addition, in the event of a termination of the Strategic Alliance Agreement with ENTRA1, there will be renon-circumvention restrictions on our ability to pursue certain opportunities without ENTRA1 or to contact or enter into any arrangement with anyone that has a , or had, a relationship with ENTRA1, and may subject the Company to significant damages in the event the Company causes a material breach. The termination of any of the Strategic Alliance Agreement, the or agreements with Fluor to provide engineering, procurement and construction services, the agreements described above with Fluor, Doosan Heavy Industries and Construction Company, Ltd., IHI Corporation, and Sarens Nuclear Industrial Services, LLC, or those with JGC Holdings Corporation, Samsung CT Corporation, or GS Energy could substantially hinder our ability to expand our production capacity and installation of NuScale power plants and could materially adversely affect our business, prospects, financial condition, results of operations and/or reputation.

Changes in US.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.

The USfederal government has indicated its intent to adopt a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also initiated or is considering the imposition of tariffs on certain foreign goods. Changes in US.S. trade policy have resulted in many US.S. trading partners adopting responsive trade policies, and additional responsive trade policies could be adopted in the future. These measures could also result in increased costs for goods imported into the United States. This in turn 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 US.S. economy, which in turn could adversely impact our business, financial condition and results of operations.

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