NuScale Power Corp - 美股招股说明书（2026年2月26日版）

Up to $1,000,000,000 of ClassA Common Stock We have entered into a sales agreement (the “Sales Agreement”) with UBS Securities LLC (“UBS”),B.Riley Securities, Inc. (“B. Riley”), Canaccord Genuity LLC (“Canaccord”), and Tuohy BrothersInvestment Research, Inc. (“Tuohy Brothers”) relating to shares of our ClassA Common Stock, with the parvalue of $0.0001 per share (“ClassA Common Stock”), offered by this prospectus supplement and theaccompanying prospectus. We refer to each of UBS, B. Riley, Canaccord and Tuohy Brothers as a “salesagent” and collectively as the “sales agents.” In accordance with the terms of the Sales Agreement, we mayoffer and sell shares of our ClassA Common Stock having an aggregate offering price of up to Sales of our ClassA Common Stock, if any, under this prospectus supplement and the accompanyingprospectus will be made in negotiated transactions, including block trades or block sales, or by methodspermitted by law deemed to be “at the market offerings” as defined in Rule415(a)(4) promulgated under theSecurities Act of 1933, as amended (the “Securities Act”), or by any other method permitted by law. Thesales agents are not required to sell any specific amount of securities, but will act as our sales agents using The compensation to the sales agents for sales of ClassA Common Stock sold pursuant to the SalesAgreement will be an amount up to 2.0% of the gross proceeds of any shares of ClassA Common Stock soldunder the Sales Agreement. In connection with the sale of the ClassA Common Stock on our behalf, thesales agents may be deemed to be “underwriters” within the meaning of the Securities Act and the Our business and an investment in our ClassA Common Stock involve significant risks. These risks aredescribed under the caption “Risk Factors” beginning on pageS-5of this prospectus supplement and in thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus. Our ClassA Common Stock is listed on the New York Stock Exchange (“NYSE”) and trades under thesymbol “SMR.” On February25, 2026, the closing sale price of our ClassA Common Stock was $13.18 pershare. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any UBS Investment BankB. Riley SecuritiesCanaccord Genuity The date of this prospectus supplement is February26, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also supplements and updates information contained in the accompanyingprospectus and the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. The second part is the accompanying prospectus, which provides more general You should rely only on the information contained or incorporated by reference in this prospectussupplement and the accompanying prospectus. We have not, and no sales agent has, authorized anyone elseto provide you with information that is in addition to or different from that contained or incorporated by We are offering to sell, and seeking offers to buy, shares of our ClassA Common Stock only injurisdictions where offers and sales are permitted. The information contained in this prospectus supplementand the accompanying prospectus is accurate only as of the date of this prospectus supplement or the date ofthe accompanying prospectus, and the information in the documents incorporated by reference in thisprospectus supplement and the accompanying prospectus is accurate only as of the date of those respectivedocuments, regardless of the time of delivery of this prospectus supplement and the accompanying Unless the context requires otherwise, references in this prospectus supplement to the “Company,”“NuScale,” “we,” “our,” and “us,” refer to NuScale Power Corporation and its subsidiaries. Whereappropriate, we differentiate between NuScale Power Corporation and its operating subsidiary, NuScalePower, LLC, by referring to them as “NuScale Corp” and “NuScale LLC,” respectively. Throughout this CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this prospectus supplement and any accompanying prospectuses may constitute“forward-looking statements” within the meaning of Section27A of the Securities Act and Section21E ofthe Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995, that are nothistorical facts and involve risks and uncertainties that could cause actual results to differ materially fromthose expected and projected. All statements, other than statements of historical fact included in thisprospectus supplement, including, without limitation, statements regarding our financial position andbusiness strategy and the expressed or implied expectations, beliefs, intentions, plan