08/01/2025 | Press release | Distributed by Public on 08/01/2025 05:36
Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2025, NuScale Power Corporation (the "Company") and NuScale Power, LLC, a subsidiary of the Company ("NuScale LLC" and, together with the Company, "NuScale"), entered into an Exchange and Lock-Up Agreement (the "Agreement") with Fluor Enterprises, Inc., a related party of NuScale ("Fluor").
In connection with the previously scheduled quarterly exchange on August 12, 2025 (the "Exchange") by Class B unitholders of NuScale LLC of certain of their Class B units of NuScale LLC (together with the cancellation of a corresponding number of Class B common stock of the Company) into a corresponding number of shares of Class A common stock of the Company ("Class A Stock"), pursuant to the Agreement and the Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC, the Company has agreed to increase the exchangeable amount for each Class B unitholder that has previously submitted an elective notice to up to 15,000,000. Fluor has agreed, subject to certain limited customary carve-outs, to a 30-day lock-up with respect to any shares received in connection with the Exchange as well as limiting any sales or other transfers of such shares to no more than 5% of the daily trading volume of Class A Stock until December 31, 2026.
The form of Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Agreement and the terms of which are incorporated by reference herein.