NUSCALE POWER CorpSMR
NUSCALE POWER Corp Income Taxes Disclosure
Income Taxes
As of December 31, 2025, NuScale Corp holds 94.3% of the economic interest in NuScale LLC, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, NuScale LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. NuScale Corp is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of NuScale LLC.
Net cash paid (refunds received) for income taxes consisted of the following:
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Federal | $ | — | $ | — | $ | — | ||||||||||||||
| State and local | — | — | — | |||||||||||||||||
| Disaggregated Foreign: | ||||||||||||||||||||
| Romania | 322 | $ | 1,935 | — | ||||||||||||||||
| Aggregated Foreign | — | — | — | |||||||||||||||||
| Net cash paid (refunds received) for income taxes | $ | 322 | $ | 1,935 | $ | — | ||||||||||||||
The Company incurred $322 and $1,935 in foreign withholding tax expense for the years ended December 31, 2025 and 2024, respectively, while incurring no income tax expense for the 2023 fiscal year. Of this amount, the majority of the income tax expense was incurred in the country of Romania. NuScale has not incurred any domestic income tax expense in any year included herein.
A reconciliation of income tax expense with amounts computed at the federal statutory tax rate is as follows:
| Year Ended December 31, 2025 | ||||||||||||||
| Computed tax (21%) | $ | (139,465) | 21.0 | % | ||||||||||
State income tax benefit, net of effect on federal tax(1) | (3,350) | 0.5 | % | |||||||||||
| Foreign withholding taxes | 322 | — | % | |||||||||||
| Effect of changes in tax laws or rates enacted in the current period | — | — | % | |||||||||||
| Effect of cross border tax laws | — | — | % | |||||||||||
| Tax credits | — | — | % | |||||||||||
| Change in valuation allowance | 75,377 | (11.3) | % | |||||||||||
| Nontaxable or nondeductible items: | ||||||||||||||
| Income allocated to NCI | 64,812 | (9.8) | % | |||||||||||
| Non-deductible equity compensation | 2,358 | (0.4) | % | |||||||||||
| Other, net (none in excess of 5% of computed tax) | 268 | — | % | |||||||||||
| Income tax expense | $ | 322 | — | % | ||||||||||
(1) State taxes in Oregon made up the majority (greater than 50%) of the tax effect in this category. | ||||||||||||||
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||
| Computed tax (21%) | $ | (72,755) | $ | (37,824) | ||||||||||
| Income tax benefit attributable to NCI | 43,902 | 25,568 | ||||||||||||
| Change in valuation allowance | 11,050 | 20,048 | ||||||||||||
| State income tax benefit, net of effect on federal tax | (1,700) | (2,831) | ||||||||||||
| Non-deductible loss on warrants | 19,259 | — | ||||||||||||
| Foreign withholding taxes | 1,935 | — | ||||||||||||
Other, net (none in excess of 5% of computed tax) | 244 | (4,961) | ||||||||||||
| Income tax expense | $ | 1,935 | $ | — | ||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Non-current deferred tax assets (liabilities) were as follows:
| Year Ended December 31, | ||||||||||||||
| Deferred Taxes | 2025 | 2024 | ||||||||||||
| Deferred Tax Assets: | ||||||||||||||
| Investment in NuScale LLC | $ | 1,212,594 | $ | 219,197 | ||||||||||
| Net operating loss and credit carryforwards | 98,468 | 30,035 | ||||||||||||
| Capital loss | 127 | 69 | ||||||||||||
| Accrued Expenses | 1,738 | 203 | ||||||||||||
| Stock Compensation | — | 17 | ||||||||||||
| Total deferred tax assets | $ | 1,312,927 | $ | 249,521 | ||||||||||
| Valuation allowance | $ | (1,312,927) | $ | (249,521) | ||||||||||
| Total | $ | — | $ | — | ||||||||||
| Deferred Tax Liabilities (none noted) | ||||||||||||||
| Net deferred tax asset | $ | — | $ | — | ||||||||||
The Company has assessed the realizability of the net deferred tax assets, and in that analysis, has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. A significant piece of objective negative evidence evaluated was the cumulative loss incurred by NuScale LLC over the three-year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. After consideration of all these factors, the Company has recorded a full valuation allowance against the deferred tax assets at NuScale Corp as of the Transaction and as of December 31, 2025, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.
As of December 31, 2025, the Company had tax effected U.S. federal net operating loss (“NOL”) and credit carryforwards totaling $94,092, which do not expire, as well as state NOL carryforwards totaling $4,376, which have various expiration dates extending through 2043.
Under Internal Revenue Code (“IRC”) Section 382, when a corporation undergoes an ownership change, its capacity to utilize historic net operating loss carryforwards against post-change taxable income or tax liability might be limited. An
ownership change occurs when, immediately following an owner shift or equity structure shift, the percentage by value of a loss corporation owned by one or more 5% shareholders increases by more than 50 percentage points over the lowest percentage of ownership of such shareholders in a three-year period. During 2025, the Company engaged our third-party tax advisor to the perform the calculations pursuant to Section 382 of the IRC. The conclusion of the Section 382 analysis confirmed an ownership change occurred on December 31, 2024 due to the volume of Class A common stock sold and the exercise of the Warrants on that date. As of December 31, 2024, the total gross NOLs generated were $120,537. Based on the 382 calculations, all of these tax attributes subject to limitation have become available for utilization by December 31, 2025.
The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. To the extent the Company’s assessment of such tax positions changes, the change in estimate will be recorded in the period in which the determination is made. As of December 31, 2025 and 2024, the Company did not record any uncertain tax positions, as well as any accrued interest and penalties on the consolidated balance sheet. During the years ended December 31, 2025, 2024 and 2023, the Company did not record any interest and penalties in the consolidated statements of operations.
The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state, and local income tax returns are currently under examination by the respective taxing authorities.
Tax Receivable Agreement
Substantially all the assets of the combined company are held by NuScale LLC, and NuScale Corp’s only assets are its equity interest in NuScale LLC and prepaid assets. In May 2022, NuScale Corp entered into a Tax Receivable Agreement (“TRA”) with NuScale LLC, each of the TRA Holders (as defined in the TRA), and Fluor, in its capacity as TRA Representative (as defined in the TRA). Pursuant to the TRA, NuScale Corp must pay 85% of the net cash tax savings from certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange by the TRA Holders of NuScale LLC Class B units and Class B common stock for shares of Class A common stock or cash in the future. Under the TRA, NuScale Corp will benefit from the remaining 15% of cash tax savings, if any, realized as a result of such tax benefits. Cash tax savings will be computed by comparing NuScale Corp’s actual income tax liability to the amount of such taxes that NuScale Corp would have been required to pay had there been no increase to the tax basis of its assets as a result of the Transaction or the exchanges and had NuScale Corp not entered into the TRA (calculated by making certain assumptions).
On November 6, 2025, the Company and Fluor entered into Tax Receivable Agreement Amendment (the “TRA Amendment”) to reduce the benefit percentage by 50% to 42.5%, while the percentage retained by the Company increased from 15% to 57.5%. For the avoidance of doubt, the TRA Amendment does not reduce the benefit percentage of any other party to the TRA.
As of December 31, 2025, there have been 158,983,526 NuScale LLC Class B units exchanged (together with the cancellation for no consideration of an equal number of shares of Class B common stock) for shares of Class A common stock since inception, out of which 125,936,472 were exchanged by Fluor, which constituted 100% of their NuScale LLC Class B units.
Associated with these exchanged units we have calculated an implied TRA obligation of $582,718 as of December 31, 2025. However, given NuScale Corp’s current tax situation we conclude the liability is not probable, and thus no liability related to projected obligations under the TRA has been recorded.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Mar 15, 2024 | |
| 2022 | Mar 16, 2023 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.