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Fluor trims NuScale Power (SMR) holdings, sells 12.9M shares

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Fluor Corporation and its subsidiary Fluor Enterprises, Inc. have updated their Schedule 13D for NuScale Power Corporation. Through wholly owned subsidiary Nuke Holdings, LLC, they sold 12,936,472 shares of Class A common stock to Citibank, N.A. at $11.6293 per share under a previously disclosed Citi letter agreement dated February 17, 2026.

After this sale, Nuke remains the record owner of 13,500,000 NuScale Class A shares, representing 3.9% of the combined outstanding Class A and Class B shares as of March 30, 2026. Because their beneficial ownership has fallen below five percent, the reporting persons state they are no longer required to file future Schedule 13D reports, making this Amendment No. 9 their final amendment.

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Insights

Fluor reduces NuScale stake below 5%, ending 13D reporting.

The filing shows Nuke Holdings, LLC, a Fluor subsidiary, sold 12,936,472 NuScale Class A shares to Citibank, N.A. at $11.6293 per share under a previously disclosed letter agreement. Nuke still holds 13,500,000 shares.

That position equals 3.9% of NuScale’s combined outstanding Class A and Class B shares as of March 30, 2026, down from above the 5% reporting threshold. Fluor and Fluor Enterprises note they are no longer beneficial owners of more than five percent and will not file further Schedule 13D amendments.

The change is structurally important for ownership transparency but does not, by itself, indicate how NuScale’s operations or finances will evolve. Actual market impact depends on broader trading and any future disclosures from Fluor, Citi, or NuScale.

Shares sold to Citibank 12,936,472 shares Class A Common Stock sold by Nuke to Citi on April 15, 2026
Sale price per share $11.6293 per share Price for NuScale Class A shares sold to Citibank, N.A.
Remaining NuScale stake 13,500,000 shares Class A shares of NuScale held by Nuke after the sale
Ownership percentage 3.9% Portion of combined Class A and Class B shares as of March 30, 2026
Class A shares outstanding 323,734,120 shares NuScale Class A common stock outstanding as of March 30, 2026
Class B shares outstanding 19,375,371 shares NuScale Class B common stock outstanding as of March 30, 2026
Schedule 13D regulatory
"As of April 15, 2026, the Reporting Persons are no longer the beneficial owners of more than five percent of the Issuer's securities and are no longer required to report their holdings on . Consequently, this Amendment represents the final amendment to the ."
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficial owners financial
"As of April 15, 2026, the Reporting Persons are no longer the beneficial owners of more than five percent of the Issuer's securities"
Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.
Class A Common Stock financial
"Class A Common Stock, par value $0.0001 per share"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Class B Common Stock financial
"19,375,371 shares of Class B common stock, par value $0.0001 per share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
letter agreement financial
"pursuant to that certain previously disclosed letter agreement (the "Citi Letter Agreement"), dated as of February 17, 2026"
collateral custodian financial
"Citigroup Global Markets Inc., as collateral custodian"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How many NuScale Power (SMR) shares did Fluor sell in this amendment?
Fluor’s subsidiary Nuke Holdings, LLC sold 12,936,472 NuScale Class A shares. The sale was made to Citibank, N.A. at a price of $11.6293 per share, under a previously disclosed Citi letter agreement dated February 17, 2026, and is reflected in Amendment No. 9.

What is Fluor’s remaining ownership in NuScale Power (SMR) after the sale?
Nuke Holdings, LLC remains the record owner of 13,500,000 NuScale Class A shares. This stake represents 3.9% of the combined outstanding Class A and Class B common stock as of March 30, 2026, based on figures disclosed in NuScale’s April 15, 2026 proxy statement.

Why is this Schedule 13D/A Amendment No. 9 for NuScale Power (SMR) significant?
The amendment shows Fluor’s beneficial ownership in NuScale has fallen below 5%. Because their stake is now 3.9% of outstanding Class A and B shares, Fluor and its subsidiary state they are no longer required to file future Schedule 13D reports for NuScale.

Who bought the NuScale Power (SMR) shares sold by Fluor’s subsidiary?
Citibank, N.A. purchased the 12,936,472 NuScale Class A shares. The transaction occurred on April 15, 2026, at $11.6293 per share, pursuant to a previously disclosed letter agreement among Nuke Holdings, Citibank, N.A., and Citigroup Global Markets Inc. as collateral custodian.

Does Fluor still have to report NuScale Power (SMR) holdings on Schedule 13D?
No. Fluor states it is no longer a beneficial owner of more than five percent. As of April 15, 2026, their reported 3.9% stake is below the five percent threshold, so this Amendment No. 9 is identified as their final Schedule 13D amendment for NuScale.

How was the 3.9% NuScale Power (SMR) ownership figure calculated for Fluor?
The 3.9% figure uses NuScale’s outstanding share counts as of March 30, 2026. It is based on 323,734,120 Class A shares and 19,375,371 Class B shares outstanding, as reported in NuScale’s April 15, 2026 Schedule 14A proxy statement filed with the SEC.



67079K100
(CUSIP Number)
Kevin B. Hammond
Fluor Corporation, 6700 Las Colinas Blvd.
Irving, TX, 75039
469-398-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/15/2026
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
The ownership percentage in this schedule is based upon an aggregate of 323,734,120 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and 19,375,371 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 March 30, 2026, as reported in the Issuer's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on April 15, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
The ownership percentage in this schedule is based upon an aggregate of 323,734,120 shares of Class A Common Stock and 19,375,371 shares of Class B Common Stock issued and outstanding as of March 30, 2026, as reported in the Issuer's Proxy Statement on Schedule 14A filed with the SEC on April 15, 2026.


SCHEDULE 13D


Fluor Corporation
Signature:/s/ Kevin B. Hammonds
Name/Title:Kevin B. Hammonds/Chief Legal Officer and Corporate Secretary
Date:04/17/2026
Fluor Enterprises, Inc.
Signature:/s/ Kevin B. Hammonds
Name/Title:Kevin B. Hammonds/Chief Legal Officer and Corporate Secretary
Date:04/17/2026

Source: View Original Filing on SEC EDGAR