Amendment: SEC Form SCHEDULE 13D/A filed by NuScale Power Corporation
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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NUSCALE POWER Corp (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
67079K100 (CUSIP Number) |
Kevin B. Hammonds Fluor Corporation, 6700 Las Colinas Blvd, Irving, TX, 75039 469-398-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | 67079K100 |
| 1 |
Name of reporting person
Fluor Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
40,400,219.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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| CUSIP No. | 67079K100 |
| 1 |
Name of reporting person
Fluor Enterprises, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
40,400,219.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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| CUSIP No. | 67079K100 |
| 1 |
Name of reporting person
NuScale Holdings Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
463,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
NUSCALE POWER Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1100 NE Circle Blvd., Suite 350, Corvallis,
OREGON
, 97330. |
| Item 4. | Purpose of Transaction |
This Amendment No. 7 on Schedule 13D/A (this "Amendment No. 7") 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. 7 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, Amendment No. 2 filed on August 1, 2025, Amendment No. 3 filed on September 23, 2025, Amendment No. 4 filed on October 1, 2025, Amendment No. 5 filed on October 9, 2025 and Amendment No. 6 filed on November 10, 2025 (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:
On February 13, 2026, pursuant to that certain previously disclosed letter agreement (the "GS Letter Agreement"), dated as of November 9, 2025, by and between Nuke Holdings, LLC, a wholly owned subsidiary of Fluor Enterprises ("Nuke"), and Goldman Sachs International ("GS") and Goldman Sachs & Co. LLC, as collateral custodian, Nuke sold 71,000,000 shares of Class A Common Stock to GS at a price of $19.0498 per share.
On February 17, 2026, Nuke entered into (i) a letter agreement (the "Tranche A BofA Letter Agreement") with Bank of America, N.A. ("BofA"), and BofA Securities, Inc., as collateral custodian (in such capacity, the "BofA Custodian"), pursuant to which Nuke agreed to sell, convey, transfer, assign and deliver to BofA 13,500,000 shares of Class A Common Stock (the "Tranche A BofA Subject Shares") and (ii) a letter agreement (the "Tranche B BofA Letter Agreement" and, together with the Tranche A BofA Letter Agreement, the "BofA Letter Agreements") with BofA and the BofA Custodian, pursuant to which Nuke agreed to sell, convey, transfer, assign and deliver to BofA 13,500,000 shares of Class A Common Stock (the "Tranche B BofA Subject Shares" and, together with the Tranche A BofA Subject Shares, the "BofA Subject Shares"), in each case, at a variable price to be calculated at the expiration of the sale program established under the respective BofA Letter Agreement. The sale program in connection with the Tranche A BofA Letter Agreement will be completed no later than the second quarter of 2026 and the sale program in connection with the Tranche B BofA Letter Agreement will be completed no later than the second quarter of 2026. The programs may, under their respective terms, be terminated early by BofA.
On February 17, 2026, Nuke entered into a letter agreement (the "Citi Letter Agreement") with Citibank, N.A. ("Citi"), and Citigroup Global Markets Inc., as collateral custodian (in such capacity, the "Citi Custodian"), pursuant to which Nuke agreed to sell, convey, transfer, assign and deliver to Citi 12,936,472 shares of Class A Common Stock (the "Citi Subject Shares") at a variable price to be calculated at the expiration of the sale program established under the Citi Letter Agreement. The sale program will be completed no later than the second quarter of 2026. The program may, under its terms, be terminated early by Citi. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and supplemented to add the following:
(a) - (c)
As of the date of filing this Amendment No. 7, Nuke is the record owner of 39,936,472 shares of Class A Common Stock (representing 13.2% of the total outstanding shares of Class A Common Stock and Class B Common Stock), and NuScale Holdings is the record owner of 463,747 shares of Class A Common Stock (representing 0.2% of the total outstanding shares of Class B Common Stock and Class A Common Stock). |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 4 is hereby incorporated by reference into this Item 6.
Item 6 is hereby amended and supplemented to add the following:
Under the BofA Letter Agreements, Nuke agreed to deliver the BofA Subject Shares to a securities account established and maintained at the BofA Custodian (the "BofA Collateral Account") and granted to BofA a continuing first priority perfected security interest in and right of setoff against, among other things, the BofA Subject Shares, all distributions thereon and rights relating thereto and the BofA Collateral Account.
Under the Citi Letter Agreement, Nuke agreed to deliver the Citi Subject Shares to a securities account established and maintained at the Citi Custodian (the "Citi Collateral Account") and granted to Citi a continuing first priority perfected security interest in and right of setoff against, among other things, the Citi Subject Shares, all distributions thereon and rights relating thereto and the Citi Collateral Account.
The summaries of the GS Letter Agreement, the BofA Letter Agreements and the Citi Letter Agreement contained in this Schedule 13D do not purport to be complete and are qualified in their entirety by reference to the GS Letter Agreement, the BofA Letter Agreements and the Citi Letter Agreement filed respectively as Exhibit 3 to Amendment No. 6 of the Original Filing filed on November 10, 2025 and filed herewith as Exhibits 1, 2 and 3 and incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1. Letter Agreement, dated as of February 17, 2026, by and among Nuke Holdings, LLC, Bank of America, N.A. and BofA Securities, Inc. relating to the Tranche A BofA Subject Shares
Exhibit 2. Letter Agreement, dated as of February 17, 2026, by and among Nuke Holdings, LLC, Bank of America, N.A. and BofA Securities, Inc. relating to the Tranche B BofA Subject Shares
Exhibit 3. Letter Agreement, dated as of February 17, 2026, by and among Nuke Holdings, LLC, Citibank, N.A. and Citigroup Global Markets Inc. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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(a)