Nuscale POWER (SMR) risk factors, FY2025 10-K

Nuscale POWER's FY2025 10-K, filed Feb 26, 2026, lists 39 risk factors in 5 groups. Against the prior year's 42: 10 new, 13 dropped, 10 substantially reworded.

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Risk factors listed
395 groups
New this year
10vs 42 last year
Dropped
13since the prior 10-K
Substantially reworded
10of those kept
Section length
12k wordsItem 1A

What the changes say

  • NuScale faces intense global competition from operating SMRs in China and Russia, while lacking binding customer contracts for NPMs.

What changed since the prior 10-K

New

  • NewRisks Related to Our Structure and Tax Matters

    NuScale Corp) could be taxable as dividends to such partners to the extent of the earnings and profits of NuScale LLC. In addition, NuScale Corp would no longer have the benefit of increases in the tax basis of NuScale LLC’s assets as a result of exchanges of NuScale LLC Class B units

    NuScale LLC could become taxable as a corporation if treated as a publicly traded partnership, reducing partner distributions.

  • NewRisks Related to Our Structure and Tax Matters

    NuScale Corp is party to the Tax Receivable Agreement with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement)

    NuScale amended its Tax Receivable Agreement with Fluor on November 6, 2025, reducing tax savings payments to 42.5%.

  • NewRisks Related to NuScale’s Business and Industry

    We face competition from other nuclear reactor technologies and from companies in China and Russia that currently operate commercial SMRs

    NuScale competes with SMRs currently operating in China and Russia by state-backed entities like Rosatom and CNNC.

  • NewRisks Related to NuScale’s Business and Industry

    The PMA with ENTRA1 may result in significant cash outlays in the near term without guaranteeing revenue generating activities

    The ENTRA1 agreement requires NuScale to make milestone contributions based on anticipated NPMs without guaranteeing revenue, despite ENTRA1's non-binding deal with TVA for 6 gigawatts.

  • NewRisks Related to NuScale’s Business and Industry

    Our Supply Base is Constrained, and Until We Enter Into a Binding Contract to deliver NPMs, Our Ability to Secure Commitments from Our Suppliers may be Limited, which Introduces Risks Relating to Schedule, Cost and Quality as Competitors Place Orders from the Same Constrained Supply Base

    Without binding customer contracts, NuScale's ability to secure constrained supplier slots for NPMs is limited, risking schedule and cost.

  • NewRisks Related to NuScale’s Business and Industry

    Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations

    New U.S. trade policies, tariffs, or retaliatory tariffs on overseas manufactured long-lead components could increase costs and lower margins.

  • NewRisks Related to NuScale’s Business and Industry

    We expect we will require additional future funding to fund operations and commercialization, and such financing may not be available on acceptable terms

    NuScale has generated no material revenue, requires additional funding, and faces uncertain commercialization timelines for its SMR technology.

  • NewRisks Related to Ownership of Our Shares of Class A Common Stock

    The exclusive forum provisions in our Organizational Documents could limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with NuScale or its directors, officers or other employees

    Organizational documents designate Delaware courts as the exclusive forum for internal corporate claims and federal district courts for Securities Act claims.

  • NewRisks Related to Ownership of Our Shares of Class A Common Stock

    A significant portion of our total outstanding shares may be sold into the market, which could cause the market price of shares of Class A common stock to drop and, if we issue new shares, result in dilution to stockholders

    Large potential stock sales, including options and a $500 million shelf registration, could depress Class A stock prices, compounded by Fluor's public intention to sell down its position.

  • NewRisks Related to Ownership of Our Shares of Class A Common Stock

    We do not expect to pay any cash dividends in the foreseeable future

    NuScale does not expect to pay cash dividends in the foreseeable future, relying solely on capital appreciation.

Dropped

  • DroppedRisks Related to NuScale’s Business and Industry

    Competitors in China and Russia currently operate commercial SMRs and may have advantages in marketing their SMRs to potential customers

  • DroppedRisks Related to NuScale’s Business and Industry

    Any failure to effectively incorporate updates to the design, construction and operations of NuScale SMR-based plants to ensure cost competitiveness could reduce the marketability of the NuScale design and has the potential to impact deployment schedules

  • DroppedRisks Related to NuScale’s Business and Industry

    Our supply base may not be able to scale to the production levels necessary to meet sales projections

  • DroppedRisks Related to NuScale’s Business and Industry

    We expect we will require additional future funding

    Competitors in China and Russia operate commercial SMRs with potential marketing advantages.

  • DroppedRisks Related to NuScale’s Business and Industry

    If we are unable to continue as a going concern, we may be forced to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements

  • DroppedRisks Related to NuScale’s Business and Industry

    Our SDA applications may not be approved, and any rework necessary to address NRC concerns could significantly delay the commercialization of our products

  • DroppedRisks Related to Ownership of Our Shares of Class A Common Stock

    Our Organizational Documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between NuScale Corp and its stockholders

  • DroppedRisks Related to Ownership of Our Shares of Class A Common Stock

    These market and industry factors may materially reduce the market price of shares of Class A common stock regardless of our operating performance

  • DroppedRisks Related to Ownership of Our Shares of Class A Common Stock

    NuScale Options will become exercisable for shares of Class A common stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders

  • DroppedRisks Related to Ownership of Our Shares of Class A Common Stock

    An active trading market for our securities may not be sustained. In addition, we may be unable to maintain the listing of our securities on the NYSE in the future

  • DroppedRisks Related to Ownership of Our Shares of Class A Common Stock

    We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased and will continue to increase our costs and the risk of non-compliance

  • DroppedRisks Related to Ownership of Our Shares of Class A Common Stock

    We may be subject to securities litigation, which is expensive and could divert management attention

  • DroppedRisks Related to Being a Public Company

    We have identified a material weakness in our internal control over financial reporting. Failure to remediate the material weakness or any other material weaknesses that we identify in the future could result in material misstatements in our financial statements

    Failure to update design and construction for cost competitiveness could reduce marketability and deployment schedules.

Reworded

  • 100% rewrittenRisks Related to Ownership of Our Shares of Class A Common Stock

    A future widespread public health crises could negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, procure equipment and services from our supplier and result in reduced demand for our products and services

    Updated to describe how future public health crises could delay regulatory interactions, cause SMR manufacturing competition, and limit employee resources.

    Was: Any future widespread public health crises, similar to COVID-19, could negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, and result in reduced demand for our products and services

  • 89% rewrittenRisks Related to Our Structure and Tax Matters

    If NuScale LLC were treated as a corporation for United States federal income tax or state tax purposes, then the amount available for distribution by NuScale LLC could be substantially reduced and the value of NuScale Corp shares could be adversely affected

    Refined tax risk language regarding NuScale LLC being treated as a publicly traded partnership and taxed as a corporation.

  • 87% rewrittenRisks Related to NuScale’s Regulatory Environment

    Our business is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business

    Expanded regulatory risk to cover nuclear-fuel related products, pausing sales, modifying products, and specific liabilities like property damage and cleanup costs.

  • 65% rewrittenRisks Related to Ownership of Our Shares of Class A Common Stock

    We may become involved in litigation that may materially adversely affect us

    Updated to disclose a specific securities class action lawsuit filed in the U.S. District Court for the District of Oregon regarding ENTRA1.

  • 65% rewrittenRisks Related to NuScale’s Business and Industry

    Our commercialization strategy relies heavily on our relationships with ENTRA1, Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate

    Updated to reflect the amended May 7, 2025 Strategic Alliance Agreement granting ENTRA1 exclusive worldwide commercialization rights and restricting NuScale's direct contacts.

    Was: Our commercialization strategy relies heavily on our relationship with ENTRA1, Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate

  • 58% rewrittenRisks Related to NuScale’s Business and Industry

    We have not yet entered into a binding contract with a customer to deliver NPMs, and there is no guarantee that we will be able to do so

    Added an alternative initial deployment path requiring ENTRA1 to sign a PPA and NuScale to enter an OEM agreement, alongside the existing RoPower and Fluor route.

  • 37% rewrittenRisks Related to NuScale’s Business and Industry

    Any issues or delays in the development and manufacture of NPMs and related technology may adversely impact our business and financial condition

    Shifted the expected delivery timeline horizon for NPMs from 2028 or beyond to 2031 or beyond.

    Was: Any delays in the development and manufacture of NPMs and related technology may adversely impact our business and financial condition

  • 28% rewrittenRisks Related to NuScale’s Intellectual Property

    We enjoy only limited geographical protection with respect to certain patents and may not be able to protect our intellectual property rights throughout the world

    Clarified international patent challenges by explicitly contrasting obtaining protection in the U.S. versus China due to differing patent laws.

  • 26% rewrittenRisks Related to Ownership of Our Shares of Class A Common Stock

    Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A common stock

  • 21% rewrittenRisks Related to NuScale’s Business and Industry

    The cost of electricity generated from nuclear sources or our NPMs may not be cost competitive with future electricity generation sources in some markets, which could materially and adversely affect our business

All 39 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Structure and Tax Matters

  1. 01If NuScale LLC were treated as a corporation for United States federal income tax or state tax purposes, then the amount available for distribution by NuScale LLC could be substantially reduced and the value of NuScale Corp shares could be adversely affected89% rewritten
  2. 02NuScale Corp) could be taxable as dividends to such partners to the extent of the earnings and profits of NuScale LLC. In addition, NuScale Corp would no longer have the benefit of increases in the tax basis of NuScale LLC’s assets as a result of exchanges of NuScale LLC Class B unitsNew
  3. 03NuScale Corp is party to the Tax Receivable Agreement with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement)New
  4. 04Payments under the Tax Receivable Agreement may exceed the actual tax benefits NuScale Corp realizes
  5. 05Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate

Risks Related to NuScale’s Business and Industry

  1. 06We have not yet entered into a binding contract with a customer to deliver NPMs, and there is no guarantee that we will be able to do so58% rewritten
  2. 07We face competition from other nuclear reactor technologies and from companies in China and Russia that currently operate commercial SMRsNew
  3. 08Any issues or delays in the development and manufacture of NPMs and related technology may adversely impact our business and financial condition37% rewritten
  4. 09We have not yet delivered NPMs to customers, and any setbacks we may experience during our first commercial delivery and other demonstration and commercial missions could have a material adverse effect on our business, financial condition, results of operation, and reputation
  5. 10We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability
  6. 11The cost of electricity generated from nuclear sources or our NPMs may not be cost competitive with future electricity generation sources in some markets, which could materially and adversely affect our business21% rewritten
  7. 12Loss of government incentives to use nuclear power may have an adverse impact on the market for SMRs
  8. 13The market for SMRs generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected
  9. 14Our commercialization strategy relies heavily on our relationships with ENTRA1, Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate65% rewritten
  10. 15The PMA with ENTRA1 may result in significant cash outlays in the near term without guaranteeing revenue generating activitiesNew
  11. 16We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy
  12. 17If manufacturing and construction issues are not identified prior to design finalization, long-lead procurement, and/or module fabrication, then those issues will be realized during production, fabrication or construction and may impact plant deployment cost and schedule
  13. 18We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our customers and us
  14. 19Our Supply Base is Constrained, and Until We Enter Into a Binding Contract to deliver NPMs, Our Ability to Secure Commitments from Our Suppliers may be Limited, which Introduces Risks Relating to Schedule, Cost and Quality as Competitors Place Orders from the Same Constrained Supply BaseNew
  15. 20Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operationsNew
  16. 21We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy
  17. 22We expect we will require additional future funding to fund operations and commercialization, and such financing may not be available on acceptable termsNew

Risks Related to NuScale’s Intellectual Property

  1. 23Our ability to protect our patents and other proprietary rights may be challenged and is not guaranteed, exposing us to the possible loss of competitive advantage
  2. 24We enjoy only limited geographical protection with respect to certain patents and may not be able to protect our intellectual property rights throughout the world28% rewritten
  3. 25We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market NPMs
  4. 26We may be subject to claims of ownership and other rights to our patents and other intellectual property by third parties

Risks Related to NuScale’s Regulatory Environment

  1. 27Our design is only approved in the United States, and we must obtain approvals on a country-by-country basis before we can complete the sale of our products abroad, which approvals may be delayed or denied or which may require modification to our design
  2. 28Our customers must obtain additional regulatory approvals before they construct power plants using our NPMs, and approvals may be denied or delayed
  3. 29We and our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws
  4. 30Our business is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business87% rewritten

Risks Related to Ownership of Our Shares of Class A Common Stock

  1. 31The exclusive forum provisions in our Organizational Documents could limit our stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with NuScale or its directors, officers or other employeesNew
  2. 32The price of shares of Class A common stock may be volatile
  3. 33A significant portion of our total outstanding shares may be sold into the market, which could cause the market price of shares of Class A common stock to drop and, if we issue new shares, result in dilution to stockholdersNew
  4. 34Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A common stock26% rewritten
  5. 35We have in the past and may in the future be subject to short selling strategies that could result in a reduction in the market price of our Class A common stock
  6. 36We do not expect to pay any cash dividends in the foreseeable futureNew
  7. 37A future widespread public health crises could negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, procure equipment and services from our supplier and result in reduced demand for our products and services100% rewritten
  8. 38We are subject to cybersecurity risks
  9. 39We may become involved in litigation that may materially adversely affect us65% rewritten

Other Nuscale POWER 10-Ks

  • FY2024 10-K risk factors
    42 risks

    NuScale faces concentration risks from reliant commercial partners like RoPower, Fluor, and ENTRA1. The company has no commercial customer contracts yet, significant ongoing losses, and relies on NRC design approvals for its 77 MWe NPM. U.S. tax incentives like the Inflation Reduction Act and DOE cost-sharing awards are critical to ongoing operations.

    Filed Mar 03, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.