Form 8-K - Current report

0001822966FALSE00018229662025-01-142025-01-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

__________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 14, 2025

NuScale Power Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39736

98-1588588

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1100 NE Circle Blvd., Suite 200 Corvallis, OR

97330

(Address of principal executive offices)

(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

SMR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to

Section 13(a) of the Exchange Act.                                     ☐

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers

(b). On January 11, 2025, James T. Hackett notified the board of directors (the “Board”) of NuScale Power Corporation (the “Company”) that he intended to resign as a director and Chairman of the Board of the Company effective January 15, 2025. Effective as of the date of Mr. Hackett’s resignation, the Board has appointed director Alan L. Boeckmann, a board member of the Company since December 3, 2020, and formerly Fluor Corporation’s CEO and Chairman of the Board, to serve as the Company’s non-Executive Chairman of the Board. Immediately following the resignation, the size of the Company’s Board shall be reduced from ten to nine directors.

A copy of the press release issued by the Company on January 14, 2025, announcing Mr. Hackett's. resignation from the Board is furnished as Exhibit 99.1.

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Item 9.01.    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.
99.1*						Press Release issued by NuScale Power Corporation on January 14, 2025.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

*    Filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NuScale Power Corporation

Date: January 14, 2025

By:

/s/ Andrea Lachenmayr

Name:

Andrea Lachenmayr

Title:

Interim General Counsel

NuScale Announces Alan Boeckmann as Non-Executive Chairman of Board of Directors CORVALLIS, Ore. – NuScale Power Corporation (NYSE: SMR), the industry-leading provider of proprietary and innovative advanced small modular reactor nuclear technology, announces that Mr. Alan Boeckmann, a board member since December 3, 2020, will be named Non-Executive Chairman of NuScale Power’s Board of Directors on January 15, 2025. He will replace Mr. Jim Hackett, who has been named Lead Independent Director at Fluor Corporation. With confidence in the quality of NuScale’s management, board (including Alan Boeckmann), and business model, in addition to avoid being deemed over-boarded at NuScale and Fluor, Hackett will depart the NuScale board. Mr. Boeckmann’s prior service as CEO and Chairman at Fluor Corporation coupled with Mr. Hackett’s service as Non-Executive Chairman of NuScale Power since it went public in 2022, provides confidence that the connection between NuScale and Fluor (NuScale’s original sponsor and largest shareholder) will remain strong. About NuScale Power Founded in 2007, NuScale Power Corporation (NYSE: SMR) is the industry-leading provider of proprietary and innovative advanced small modular reactor (SMR) nuclear technology, with a mission to help power the global energy transition by delivering safe, scalable, and reliable carbon-free energy. The company’s groundbreaking SMR technology is powered by the NuScale Power Module™, a small, safe, pressurized water reactor that can each generate 77 megawatts of electricity (MWe) or 250 megawatts thermal (gross), and can be scaled to meet customer needs through an array of flexible configurations up to 924 MWe (12 modules) of output. As the first and only SMR to have its design certified by the U.S. Nuclear Regulatory Commission, NuScale is well-positioned to serve diverse customers across the world by supplying nuclear energy for electrical generation, data centers, district heating, desalination, commercial-scale hydrogen production, and other process heat applications. To learn more, visit NuScale Power’s website or follow us on LinkedIn, Facebook, Instagram, X and YouTube. Forward Looking Statements This release may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are inherently subject to risks, uncertainties and assumptions. Actual results may differ materially as a result of a number of factors. Caution must be exercised in relying on these and other forward-looking statements. Due to known and unknown risks, NuScale’s results may differ materially from its expectations and projections. NuScale specifically disclaims any obligation to update these forward-looking statements. These forward- looking statements should not be relied upon as representing NuScale’s assessments as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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Investor contact Scott Kozak, Director, Investor Relations [e-mail] Media contact Chuck Goodnight, Vice President, Business Development [e-mail]

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Cover	Jan. 14, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 14, 2025
Entity Registrant Name	NuScale Power Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39736
Entity Tax Identification Number	98-1588588
Entity Address, Address Line One	1100 NE Circle Blvd.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Corvallis
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97330
City Area Code	(971)
Local Phone Number	371-1592
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value per share
Trading Symbol	SMR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001822966
Amendment Flag	false

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