The following discussion and analysis of the financial condition and results of operations of NuScale Corp should be read together with our financial statements as of and for the years ended December 31, 2025, 2024 and 2023 , including as may be found in the Company’s 2025 Annual Report on Form 10-K, and our unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 and 2025, together with related notes thereto. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties, including, but not limited to, those described under the sections entitled “Risk Factors” in our 2025 Annual Report on Form 10-K. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors. As used herein, “NuScale,” the “Company,” “us,” “our” or “we” refer to NuScale Corp, together with its consolidated subsidiaries.
Overview
Our mission is to provide scalable advanced nuclear technology to produce electricity, heat and clean water to improve the quality of life for people around the world. We are commercializing a modular, scalable electric Light Water Reactor nuclear power plant that we believe will deliver safer, scalable, cost-effective and reliable carbon free power. Our core technology, the NPM, can generate 77 MWe, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features. We believe that this results in a safe and highly reliable power plant suitable to be sited close to where electricity, water desalinization, hydrogen production or process heat is needed.
Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States. In September 2020, our 12-module design (currently approved for 160 million watts of thermal power
or 50 MWe per NPM) became the first and only SMR to receive an SDA from the NRC. In May 2025, the NRC finalized their review and approved our second SDA application and the associated licensing topical reports for our 6-unit 77 MWe NPM design, giving customers in the United States the ability to reference the approved design and SDA for expedited construction and operating licensing for a plant that is using the NuScale SMR technology.
NuScale is actively collaborating with ENTRA1 on development initiatives for the deployment of NuScale’s nuclear technology. ENTRA1 is NuScale’s exclusive global partner for the commercialization and development of our products and services, including NPMs to be included in nuclear power plants. While ENTRA1 can decide in its sole discretion whether to participate in commercialization and development opportunities with NuScale, NuScale must obtain ENTRA1’s consent to pursue opportunities without their involvement.
Outlook
Foreign SMR Market
Demand for energy in foreign markets is currently being driven by population growth, industrialization and urbanization with countries in Asia contributing the most to international growth. Rising living standards, driven by economic growth, has increased the need for residential electricity, a trend that is expected to increase in the coming years, with Asia forecasted to account for nearly 60% of global growth in electricity consumption through 2050.
The Company currently has one international customer: RoPower Nuclear S.A. (“RoPower”), which is a joint venture established by S.N. Nuclearelectrica S.A. (“Nuclearelectrica”) and Nova Power & Gas S.A. In July 2024, NuScale and RoPower signed a technology licensing agreement, which granted RoPower a right to use certain intellectual property of NuScale’s. In the third quarter of the 2024 fiscal year, Nuclearelectrica and RoPower signed the Front-End Engineering and Design (“FEED”) Phase 2 contract with Fluor, a related party to NuScale. FEED Phase 2 included tasks related to the development of a Class 3 plant cost estimate, as well as support to RoPower with its regulatory and stakeholder engagements. NuScale completed their scope of work for FEED Phase 2 as a subcontractor to Fluor in late 2025.
On February 12, 2026 the Romanian Government approved the investment decision for the Doicești SMR plant project, allowing for the ability to seek financing to further feasibility studies, and site-specific design work prior to any construction moving forward. This is a positive step in support of advancing the project to the next phase as RoPower is authorized to advance the licensing and geotechnical work, finalize a pre-engineering, procurement and construction (“EPC”) contract, and begin negotiating contracts for long lead items. We do not anticipate that RoPower will enter into a pre-EPC contract until they have secured financing to support the pre-EPC activities but once a pre-EPC contract is entered into, we will recommence work on the project. We anticipate that the pre-EPC phase of the project will have an estimated
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duration of up to 15 months and that activities will include, among other things, the development of a Class 2 cost estimate for the project.
With ENTRA1, we continue to develop our international customer interest as we foresee significant customer demand over the long-term outside of the United States as industry trends like decarbonization, an increasing demand for renewable energy alternatives, and changes in broader economic and geopolitical conditions continue to grow. Our collective team puts significant effort into developing dialogue with foreign governments and corporations in order to educate and market our technology.
Domestic SMR Market
Demand for energy in the United States is currently being driven by the significant growth in the data center industry, particularly as artificial intelligence (“AI”) deployment, cloud computing adoption, and digital transformation initiatives accelerate across sectors. Further, the United States government has identified nuclear technology as imperative to the country’s national security objectives and ordered the expansion of American nuclear energy capacity to 400 gigawatts by 2050, or nearly 400% the current capacity.
On September 2, 2025, the Tennessee Valley Authority (“TVA”) announced the signing of a non-binding agreement under which ENTRA1 and TVA will collaborate to develop plants to provide TVA with up to 6 gigawatts of new nuclear power generation. TVA and ENTRA1 announced that this collaboration is an important first step to advance deployment of nuclear technology in the United States, with ENTRA1 also announcing that its immediate strategy is to utilize NuScale’s SMR equipment inside their power plants.
We are positioning ourselves to support the potential next phase of the collaboration between TVA and ENTRA1 which is contingent on the execution of one or more purchase power agreements between ENTRA1 and TVA
In addition, ENTRA1 and NuScale continue to develop domestic customer interests, including interest from hyperscaler, technology, industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities.
Results of Operations
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Revenue (2025 - $7,431 and $14,700 from related party) $ 75 $ 8,054 $ 640 $ 21,429
Cost of sales (227) (6,273) (771) (12,646)
Gross Margin (152) 1,781 (131) 8,783
Research and development expenses 18,429 11,802 31,234 20,933
General and administrative expenses 26,875 22,523 51,714 45,787
Other expenses 18,547 10,538 38,448 20,472
Loss From Operations (64,003) (43,082) (121,527) (78,409)
Sponsored cost share — 21 4 84
Investment income 13,940 5,452 24,775 10,663
Loss Before Income Taxes (50,063) (37,609) (96,748) (67,662)
Foreign income taxes — — — 342
Net Loss $ (50,063) $ (37,609) $ (96,748) $ (68,004)
Comparison of the Three Months Ended June 30, 2026 and 2025
Revenue
Revenue decreased by $8.0 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to the revenue recognized from the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project, which was completed in late 2025, with no comparable activity in 2026. Further, during June 2026, the Company reached an agreement with Fluor regarding the price of certain services provided
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to Fluor during the Fluor FEED Phase 2 engineering contract. This resulted in a net reduction of revenue and accounts receivable in the amount of $176, resulting in a negative gross margin for the three months ended June 30, 2026.
Cost of Sales
Cost of sales decreased $6.0 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to the completion of the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project in late 2025.
Research and Development
R&D expenses increased $6.6 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of $7.1 million higher costs associated with the Company’s increased activities to advance the technological readiness and design maturity of our NPM components, partially offset by $0.6 million in lower regulatory costs as we received SDA approval in May 2025.
General and Administrative
G&A expenses increased $4.4 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to $1.2 million of higher equity-based compensation and personnel costs due to increased headcount and $3.9 million of higher organizational costs, partially offset by $1.0 million of lower legal fees now that the initial costs associated with becoming a large accelerated filer have passed.
Other Expenses
Other expenses increased by $8.0 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to (a) the Company’s engineers and project personnel working on fewer commercial projects than in the prior year, resulting in the lower allocation to Cost of sales described above and (b) higher other compensation costs incurred as we have ramped up the resources supporting supply chain readiness and the delivery of future commercial projects.
Investment Income
Investment income increased $8.5 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of the Company’s stronger cash position and higher investments in cash equivalents, Short-term investments and Investments.
Comparison of the Six Months Ended June 30, 2026 and 2025
Revenue
Revenue decreased $20.8 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to the revenue recognized from the RoPower technology license agreement (“TLA”) completed during the first three months of 2025 as well as the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project, which was completed in late 2025, with no comparable activity in 2026. Further, during June 2026, the Company reached an agreement with Fluor regarding the price of certain services provided to Fluor during the Fluor FEED Phase 2 engineering contract and which resulted in the reduction of revenue and accounts receivable in the amount of $176, resulting in a negative gross margin for the six months ended June 30, 2026..
Cost of Sales
Cost of sales decreased $11.9 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to the completion of the work associated with the Fluor FEED Phase 2 engineering services in support of the RoPower project in late 2025.
Research and Development
R&D expenses increased $10.3 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of $12.8 million higher costs associated with the Company’s increased activities to advance the technological readiness and design maturity of our NPM components, partially offset by $2.7 million in lower regulatory costs as we received SDA approval in May 2025.
General and Administrative
G&A expenses increased $5.9 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily due to $3.1 million of higher equity-based compensation and personnel costs due to increased headcount and $3.9 million of higher organizational costs, partially offset by $1.4 million of lower legal fees now that the initial costs associated with becoming a large accelerated filer have passed.
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Other
Other expenses increased by $18.0 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to (a) the Company’s engineers and project personnel working on fewer commercial projects than in the prior year, resulting in the lower allocation to Cost of sales described above and (b) higher other compensation costs incurred as we have ramped up the resources supporting supply chain readiness and the delivery of future commercial projects.
Investment Income
The increase of $14.1 million in investment income reflects the Company’s stronger cash position which resulted in higher investments in interest bearing cash equivalents, Short-term investments and Investments during the six months ended June 30, 2026.
Liquidity and Capital Resources
On February 26, 2026, NuScale entered into a sales agreement with UBS Securities LLC, B. Riley Securities, Inc., Canaccord Genuity LLC and Tuohy Brothers Investment Research, Inc. as sales agents under which the Company may offer and sell shares of our Class A common stock, having an aggregate sales price of up to $1,000,000 (the “2026 ATM Program”).
During the six months ended June 30, 2026, the Company issued and sold 89,727,165 shares of Class A common stock for the gross and net proceeds of $1.0 billion and $984.5 million, respectively, with a weighted average price of $11.14 per share before completing the ATM Program in June 2026.
Since NuScale’s inception, we have incurred significant operating losses and have an accumulated deficit of $824.4 million, with negative operating cash flows. As of June 30, 2026, we had Cash and cash equivalents of $766.5 million, Short-term investments of $305.7 million and Investments of $820.8 million, with no debt. Historically, our primary sources of cash included sales under the ATM Programs, investment capital, and DOE and other government sponsored cost share agreements to support the advancement of our SMR technology both domestically and abroad. As we transition from research and development to the commercialization of our technology, we are focusing on commercial contracts that generate revenue and are investing in activities that advance the production of our NPMs. During the year ended December 31, 2024, we executed two revenue generating agreements in relation to the advancement of Doicești project Phase 2 Front-End Engineering and Design, a project which targets the development of six NuScale power modules at a former coal plant site in Doicești, Romania.
We believe that we have sufficient Cash and cash equivalents and Investments, along with continued access to capital markets, to satisfy our cash requirements for the next 12 months and beyond. For additional information regarding our risk factors, see the related section in the Company’s 2025 Annual Report on Form 10-K.
Comparison of Cash Flows for the Six Months Ended June 30, 2026 and 2025
The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:
Six Months Ended June 30,
(in thousands) 2026 2025
Net Cash Used in Operating Activities $ (372,860) $ (56,107)
Net Cash Used in Investing Activities (677,736) (152,219)
Net Cash Provided by Financing Activities 985,102 104,465
Net Change in Cash and Cash Equivalents (A) $ (65,494) $ (103,861)
(A) Includes $5,100 in restricted cash
Cash Flows used in Operating Activities
Our cash used in operations increased during the six months ended June 30, 2026, primarily due to the payment to ENTRA1 of $259.9 million, lower collections from customers and prepayments to vendors for the manufacture of the LLM.
Cash Flows used in Investing Activities
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Net cash used in investing relates to purchases and sales of investments as management continues to implement its strategy of deploying excess cash into a mix of short-term and long-term investments. This opportunistic allocation reflects our objective of maximizing returns while maintaining liquidity, aligning with our expected future operational needs and cash requirements.
Cash Flows provided by Financing Activities
During both the six months ended June 30, 2026 and 2025, net cash provided by financing activities consisted of proceeds from the utilization of our at-the-market programs.
Commitments and Contractual Obligations
Under the Release Agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of demobilization and wind down costs with CFPP LLC. This account is identified as Restricted cash in the amount of $5.1 million on the accompanying condensed consolidated balance sheet and acts as collateral for the $5.0 million letter of credit outstanding at June 30, 2026.
Further, as described in Note 2, the Company executed a letter of credit associated with the Houston facility lease in the amount of $4.3 million, which is collateralized by restricted cash in the amount of $4.5 million. The future cash payments associated with this lease have been included in the commitments table below.
In 2023, NuScale entered into a sales and marketing agreement with ENTRA1, which was amended effective as of January 1, 2025, to increase the Company’s annual commitment to $34.8 million for services provided ratably over the course of the year. This sale and marketing agreement automatically renews for successive one-year periods, unless terminated by either party upon six months’ prior notice.
On August 27, 2025, NuScale LLC and ENTRA1 executed the PMA, in furtherance of business development and project development activities supported by ENTRA1. Under the PMA, the Company is required to make Milestone Contributions to ENTRA1 under certain circumstances (see Note 9 for more information). While the Company might be subject to future payments in relation to Milestone Contribution 2 and or Milestone Contribution 3, the criteria to record such liability has not been met yet, and the Company does not have an accrued PMA liability as of June 30, 2026.
In July, the Company executed supply chain readiness and design contracts with Paragon Energy Solutions totaling $25.8 million. These contracts will complement the Company’s offering by designing and developing the Highly Integrated Protection System that will be utilized with our NPM and are included in our commitments schedule below.
The following table sets forth the principal cash obligations and commitments that the Company has entered into, assuming no renewals thereafter.
Payments Due By Year
Total 2026 2027 2028 2029 2030 Thereafter
Materials purchase commitments - LLM $ 41,938 $ — $ 41,938 $ — $ — $ — $ —
Supply chain readiness and manufacturing 7,671 2,056 5,149 466 — — —
Services commitments - Other 54,957 20,068 22,607 12,282 — — —
PMA contributions — — — — — — —
Sales and marketing agreements 52,200 17,400 34,800 — — — —
Lease commitments 11,617 366 1,084 1,411 1,648 1,662 5,446
Total $ 168,383 $ 39,890 $ 105,578 $ 14,159 $ 1,648 $ 1,662 $ 5,446
From time to time, NuScale enters into technical assistance grant programs with the United States Trade and Development Agency (“USTDA”), whereby the Company receives cost share commitments to support licensing work in foreign markets. Under these programs, NuScale has agreed to pay the USTDA a certain percentage of all revenue earned in a geographic area or associated with a specific contract. Should NuScale earn revenue under the guidelines of these programs, the Company could owe the USTDA for funds previously received, or up to $7.1 million.
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