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    Amendment: SEC Form SCHEDULE 13D/A filed by NuScale Power Corporation

    2/17/26 4:18:02 PM ET
    $SMR
    Metal Fabrications
    Industrials
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    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 7)


    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)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    67079K100


    1 Name of reporting person

    Fluor Corporation
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    40,400,219.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    40,400,219.00
    11Aggregate amount beneficially owned by each reporting person

    40,400,219.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    13.3 %
    14Type of Reporting Person (See Instructions)

    CO, HC

    Comment for Type of Reporting Person:
    The ownership percentage in this schedule is based upon an aggregate of 282,843,482 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 19,881,099 shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), of NuScale Power Corporation ("Issuer") issued and outstanding as of November 17, 2025, as reported on the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 17, 2025.


    SCHEDULE 13D

    CUSIP No.
    67079K100


    1 Name of reporting person

    Fluor Enterprises, Inc.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    CALIFORNIA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    40,400,219.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    40,400,219.00
    11Aggregate amount beneficially owned by each reporting person

    40,400,219.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    13.3 %
    14Type of Reporting Person (See Instructions)

    CO, HC

    Comment for Type of Reporting Person:
    The ownership percentage in this schedule is based upon an aggregate of 282,843,482 shares of Class A Common Stock and 19,881,099 shares of Class B Common Stock issued and outstanding as of November 17, 2025, as reported on the Issuer's Current Report on Form 8-K filed with the SEC on December 17, 2025.


    SCHEDULE 13D

    CUSIP No.
    67079K100


    1 Name of reporting person

    NuScale Holdings Corp.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    463,747.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    463,747.00
    11Aggregate amount beneficially owned by each reporting person

    463,747.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    0.2 %
    14Type of Reporting Person (See Instructions)

    CO, HC

    Comment for Type of Reporting Person:
    The ownership percentage in this schedule is based upon an aggregate of 282,843,482 shares of Class A Common Stock and 19,881,099 shares of Class B Common Stock issued and outstanding as of November 17, 2025, as reported on the Issuer's Current Report on Form 8-K filed with the SEC on December 17, 2025.


    SCHEDULE 13D

    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.

     
    Fluor Corporation
     
    Signature:/s/ Kevin B. Hammonds
    Name/Title:Kevin B. Hammonds/Chief Legal Officer and Corporate Secretary
    Date:02/17/2026
     
    Fluor Enterprises, Inc.
     
    Signature:/s/ Kevin B. Hammonds
    Name/Title:Kevin B. Hammonds/Executive Vice President, Chief Legal Officer and Corporate Secretary
    Date:02/17/2026
     
    NuScale Holdings Corp.
     
    Signature:/s/ Kevin B. Hammonds
    Name/Title:Kevin B. Hammonds/Secretary
    Date:02/17/2026
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