NuScale 10-Kyear ended 2025-12-31

Executive Summary

NuScale entered 2026 with a much larger cash reserve and a second approved U.S. reactor design, but it still has no binding contract to deliver a NuScale Power Module. FY2025 revenue fell as Romanian licensing revenue declined, while a $507M expense triggered by ENTRA1’s non-binding project agreement drove a sharply wider operating loss. Share sales funded the company through this stage of commercialization, at substantial dilution. The investment case now rests less on design approval than on converting the Romanian and ENTRA1 opportunities into financed, binding projects without further disproportionate upfront payments.

Key Financial Highlights

• Revenue mix: Power plant and module-related services contributed $30.1M. Fluor-related revenue rose to $23.9M, or 76% of revenue, from $4.23M, making reported growth especially dependent on one relationship.
• Cash conversion: OCF of $(460)M vs net loss, total (incl. noncontrolling interests), of $(664)M reflects substantial noncash and timing effects, including the $507M ENTRA1 expense and a $238M increase in accounts payable and accrued expenses. Capital expenditures were $0.508M.
• Funding and dilution: Cash and short-term investments totaled $1.25B at year-end, with no debt. Share sales raised $1.30B net; Class A shares outstanding rose from 123M to 318M, largely through both issuance and exchanges of Class B shares. Combined Class A and Class B shares rose from 277M to 338M. Stock-based compensation was $19.2M.
• Near-term cash demands: Listed commitments were $398M, including $339M due in 2026; $260M was an ENTRA1 payable subsequently paid in January. Investment income rose to $25.3M from $8.39M as the cash balance expanded.

Business Developments

• Regulatory progress: The Nuclear Regulatory Commission approved NuScale’s six-module, 77-megawatt-per-module design in May 2025. That gives prospective U.S. customers an approved design to reference, but projects still need site-specific approvals, financing and construction agreements.
• ENTRA1 commercialization: ENTRA1 holds exclusive worldwide commercialization rights and has a non-binding collaboration with TVA targeting up to 6 gigawatts of potential capacity. Its agreement relating to 72 modules triggered NuScale’s $507M expense before a binding NuScale equipment order; ENTRA1 retains discretion over whether to buy from NuScale.
• Romania and resource allocation: A February 2026 investment decision lets the Doicesti project pursue financing and further design and licensing work, not construction. NuScale completed its current engineering scope and is positioning long-lead materials for eventual production; research and development spending was broadly flat as management focused on commercialization.

Risk Assessment

• Milestone economics: A qualifying binding ENTRA1 project document could trigger another payment of ≈$16M per module without guaranteeing NuScale a supply contract; the first milestone already caused a $507M expense.
• Contract conversion: No module has been delivered or contracted under a binding delivery agreement, and first commercial deployment is planned for 2031 or later; delays could extend losses and cash burn.
• Funding and dilution: FY2025 OCF was $(460)M, and continued development may require more capital despite the enlarged cash reserve; additional equity would dilute holders.
• Permitting and delivery: Foreign design approvals, site permits, financing and specialized suppliers remain prerequisites; delays or cost overruns could undermine project economics.
• Partner concentration: Fluor generated 76% of revenue, while ENTRA1 controls worldwide commercialization and can choose other suppliers; either relationship could constrain NuScale’s pipeline.
• Tax obligations: A change of control or early termination could accelerate tax receivable agreement payments estimated at ≈$365M at year-end, although no liability was recorded under the current tax position.
• Litigation and security: A February 2026 securities class action challenges ENTRA1-related statements; a supplier cyber incident could also disrupt this nuclear-sector business, although NuScale reported no material cyber incident.

Strategic Outlook and Investor Actionables

Management is pursuing module sales and lifecycle services beyond today’s engineering-led revenue. Design approval and prospective power demand support that opportunity, but the decisive milestones are binding customer economics and project financing—not announcements of collaboration.

• ENTRA1: Watch for a binding offtake and NuScale supply agreement; compare any new milestone contribution with contracted revenue.
• Romania: Watch for secured financing, site approvals and a binding scope-of-supply agreement rather than another preliminary project decision.
• Cash and ownership: Track OCF against the year-end $1.25B cash-and-short-term-investment position, alongside additional share issuance and outstanding commitments.