Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001104659-25-073243 0001124198 XXXXXXXX LIVE 3 Class A Common Stock, par value $0.0001 per share 09/19/2025 false 0001822966 67079K100 NUSCALE POWER Corp 1100 NE Circle Blvd., Suite 200 Corvallis OR 97330 Kevin B. Hammonds 469-398-7000 Fluor Corporation 6700 Las Colinas Blvd. Irving TX 75039 0001124198 N Fluor Corporation a OO N DE 0.00 119290806.00 0.00 119290806.00 119290806.00 N 41.9 CO HC The ownership percentage in this schedule is based upon an aggregate of 133,893,376 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 150,983,449 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 August 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 7, 2025. Y Fluor Enterprises, Inc. a OO N CA 0.00 119290806.00 0.00 119290806.00 119290806.00 N 41.9 CO HC The ownership percentage in this schedule is based upon an aggregate of 133,893,376 shares of Class A Common Stock and 150,983,449 shares of Class B Common Stock issued and outstanding as of August 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025. Y NuScale Holdings Corp. a OO N DE 0.00 463747.00 0.00 463747.00 463747.00 N 0.2 CO HC The ownership percentage in this schedule is based upon an aggregate of 133,893,376 shares of Class A Common Stock and 150,983,449 shares of Class B Common Stock issued and outstanding as of August 5, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025. Class A Common Stock, par value $0.0001 per share NUSCALE POWER Corp 1100 NE Circle Blvd., Suite 200 Corvallis OR 97330 This Amendment No. 3 on Schedule 13D/A (this "Amendment No. 3") 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. 3 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 and Amendment No. 2 filed on August 1, 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: As previously disclosed, on August 12, 2025, Fluor Enterprises exchanged 15,000,000 Class B common units of NuScale Power, LLC (together with the cancellation of 15,000,000 shares of Class B Common Stock) for 15,000,000 shares of Class A Common Stock pursuant to that certain Exchange and Lock-Up Agreement, dated as of July 31, 2025, by and among NuScale Power Corporation, NuScale Power, LLC and Fluor Enterprises (the "Exchange and Lock-Up Agreement"), which is referenced herein as Exhibit 10 to Amendment No. 2 filed on August 1, 2025 and incorporated by reference. Following the expiration of the initial lock-up period under the Exchange and Lock-Up Agreement, Fluor Enterprises commenced sales of Class A Common Stock on Tuesday, September 16, 2025, in transactions permitted by, and effected in compliance with, the Exchange and Lock-Up Agreement (including, from and after September 11, 2025, the daily volume limitations described therein). As a result of such sales, the Reporting Persons' percentage beneficial ownership of the Issuer's outstanding equity securities has decreased from that previously reported and may continue to decrease as additional sales are made from time to time in accordance with the Exchange and Lock-Up Agreement. Item 5 is hereby amended and supplemented to add the following: (a) - (c) As of the date of filing this Amendment No. 3, Fluor Enterprises is the record owner of 7,890,587 shares of Class A Common Stock and 110,936,472 shares of Class B Common Stock (representing 41.7% of the total outstanding shares of Class B Common Stock and Class A Common Stock), and NuScale Holdings is the record owner of 463,747 shares of Class B Common Stock (representing 0.2% of the total outstanding shares of Class B Common Stock and Class A Common Stock). Each Class B common unit of NuScale LLC (together with the cancellation of a share of Class B Common Stock) is exchangeable for a share of Class A Common Stock. To the knowledge of the Reporting Persons, information regarding the beneficial ownership of Class A Common Stock held by the persons listed in Schedule A as of March 24, 2025 is reported in the proxy statement of the Issuer filed on April 9, 2025 with the SEC under the heading "BENEFICIAL OWNERSHIP OF SECURITIES", which is incorporated by reference herein. As a result of the sales of Class A Common Stock by Fluor Enterprises, Inc. beginning on September 16, 2025, as permitted under the Exchange and Lock-Up Agreement, the Reporting Persons' beneficial ownership of the Issuer's outstanding equity securities has decreased from the amounts previously reported. The Reporting Persons may continue to decrease their beneficial ownership through additional sales of Class A Common Stock in accordance with the terms and conditions of the Exchange and Lock-Up Agreement. Fluor Corporation /s/ Kevin B. Hammonds Kevin B. Hammonds/Executive Vice President, Chief Legal Officer and Corporate Secretary 09/23/2025 Fluor Enterprises, Inc. /s/ Kevin B. Hammonds Kevin B. Hammonds/Executive Vice President, Chief Legal Officer and Corporate Secretary 09/23/2025 NuScale Holdings Corp. /s/ Shahram Ghasemian Shahram Ghasemian/Secretary 09/23/2025