Commitments and Contingencies
Legal Proceedings
In the regular course of business, the Company is involved in various legal proceedings and claims incidental to the normal course of business. The Company does not believe that any legal claims are material to the Company.
A shareholder lawsuit has been filed in the U.S. District Court for the District of Oregon, Portland Division, against the Company, John Hopkins, Ramsey Hamady and Fluor Corporation. The lawsuit, Truesdson v. NuScale Power Corporation, et al. (Case No. 26-328, filed February 18, 2026), asserts claims under federal securities laws that the defendants made false and misleading statements and failed to disclose material facts, relating to ENTRA1’s experience, qualifications and capabilities as a developer of nuclear power plants, and further asserts that Fluor and the individual defendants are controlling persons within the meaning of federal securities laws. The plaintiff in the lawsuit seeks to represent a class of persons that purchased shares of the Company’s Class A common stock between May 13, 2025, and November 6, 2025, and seeks unspecified damages, attorneys’ fees and other relief. The Company is unable to estimate the potential loss or range of loss, if any, associated with the lawsuit, which could materially and adversely impact its business, financial condition or results of operations.
Cash Obligations and Commitments
Under the Release Agreement, the Company is required to have credit support to fund the amount of its potential reimbursement of demobilization and wind down costs with CFPP LLC. This account is identified as Restricted cash in the amount of $5,100 on the accompanying consolidated balance sheet and acts as collateral for the $5,000 letter of credit outstanding at December 31, 2025 and 2024.
During the years ended December 31, 2025 and 2024, NuScale entered into various purchase commitments for additional material to support the development of future NPMs, as well as to expedite the development of said NPMs.
As of December 31, 2025, the criteria for triggering payment of Milestone Contribution 1 under the PMA has been achieved, as ENTRA1 has entered into a non-binding agreement relating to 72 NPMs. This achievement resulted in a liability of $259,884 for contributions payable in 2026, which is included in Accounts payable and accrued expenses on the consolidated balance sheet.
In January 2025, the Company entered into sales and marketing agreements for services to be provided ratably over the 2025 fiscal year and these sales and marketing agreements were extended for one additional year, increasing the Company’s commitment by an additional $34,800.
The following table sets forth the principal cash obligations and commitments noted above assuming no renewals thereafter.
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| | | | Payments Due By Year |
| | Total | | 2026 | | 2027 | | 2028 | | 2029 |
| Materials purchase commitments - LLM | | $ | 48,867 | | | $ | 6,929 | | | $ | 41,938 | | | $ | — | | | $ | — | |
| Supply chain readiness and manufacturing | | $ | 12,382 | | | 7,595 | | | 4,321 | | | 466 | | | — | |
| Services commitments - Other | | $ | 42,043 | | | 29,766 | | | 7,582 | | | 4,661 | | | 34 | |
| Sales and marketing agreements | | $ | 34,800 | | | 34,800 | | | — | | | — | | | — | |
| PMA contributions | | $ | 259,884 | | | $ | 259,884 | | | $ | — | | | $ | — | | | $ | — | |
| Total | | $ | 397,976 | | | $ | 338,974 | | | $ | 53,841 | | | $ | 5,127 | | | $ | 34 | |
From time to time, NuScale enters into technical assistance grant programs with the United States Trade and Development Agency (“USTDA”), whereby the Company receives cost share commitments to support licensing work in foreign markets. Under these programs, NuScale has agreed to pay the USTDA a certain percentage of all revenue earned in a geographic area or associated with a specific contract. Should NuScale earn revenue under the guidelines of these programs, the Company could owe the USTDA for funds previously received, or up to $7,057.