NuScale Power Corp-A美股招股说明书(2026-02-26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$1,000,000,000 from time to time through or to each selling agent acting as our agent or principal. Inconnection with the entry into the Sales Agreement, we terminated our “at the market offering” programpursuant to our prior sales agreement, dated as of November7, 2025. 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 usingcommercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreedterms between the sales agents and us. There is no arrangement for funds to be received in an escrow, trustor similar arrangement. 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 thecompensation of the sales agents may be deemed to be underwriting commissions or discounts. We havealso agreed to provide indemnification and contribution to the sales agents with respect to certain liabilities,including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the“Exchange Act”). 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. Anyrepresentation to the contrary is a criminal offense. UBS Investment BankB. Riley SecuritiesCanaccord GenuityTuohy Brothers The date of this prospectus supplement is February26, 2026. TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3OUR COMPANYS-3OUR PRINCIPAL EXECUTIVE OFFICESS-3THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-8DILUTIONS-9PLAN OF DISTRIBUTIONS-10LEGAL MATTERSS-12EXPERTSS-12WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF DOCUMENTS BYREFERENCES-13PagePROSPECTUSABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiNUSCALE POWER CORPORATION1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF CAPITAL STOCK4DESCRIPTION OF DEPOSITARY SHARES9DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS19DESCRIPTION OF UNITS21PLAN OF DISTRIBUTION22LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF DOCUMENTS BYREFERENCE26 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 generalinformation, some of which does not apply to this offering. If the information contained in this prospectussupplement differs or varies from the information contained in the accompanying prospectus, you shouldrely on the information set forth in this prospectus supplement. You should rely only on the information contained or incorporated by reference in