Noncontrolling Interests and Loss Per Share

9 Months Ended

Sep. 30, 2024

Noncontrolling Interest And Loss Per Share [Abstract]

Noncontrolling Interests and Loss Per Share

Noncontrolling Interests

Following the Transaction, holders of Class A common stock own direct controlling interests in the results of the combined entity, while the Legacy NuScale Equityholders own an economic interest in NuScale LLC, shown as noncontrolling interests (“NCI”) in equity in NuScale Corp’s condensed consolidated financial statements. The indirect economic interests are held by Legacy NuScale Equityholders in the form of NuScale LLC Class B Units. The

following table summarizes the economic interests of NuScale Corp between the holders of Class A common stock and indirect economic interests held by NuScale LLC Class B unitholders.


	As of and for the Three Months Ended September 30,				As of and for the Nine Months Ended September 30,
Noncontrolling Interests	2024		2023		2024		2023

NuScale Corp Class A common stock
Beginning of period	92,486,358		74,045,206		76,895,166		69,353,019
Exchange of combined interests for Class A common stock	198,335		163,497		210,632		2,534,302
Issuance of Class A common stock	2,964,586		822,332		15,661,580		3,143,714
Exercise of options, warrants and vested RSUs	2,244,605		1,385,623		5,126,506		1,385,623
End of period	97,893,884		76,416,658		97,893,884		76,416,658

NuScale LLC Class B Units (NCI)
Beginning of period	154,464,735		154,720,015		154,477,032		157,090,820
Exchange of combined interests for Class A common stock	(198,335)		(163,497)		(210,632)		(2,534,302)
End of period	154,266,400		154,556,518		154,266,400		154,556,518

Total
Beginning of period	246,951,093		228,765,221		231,372,198		226,443,839
Issuance of Class A common stock	2,964,586		822,332		15,661,580		3,143,714
Exercise of options, warrants and vested RSUs	2,244,605		1,385,623		5,126,506		1,385,623
End of period	252,160,284		230,973,176		252,160,284		230,973,176

Ownership Percentage

NuScale Corp Class A common stock
Beginning of period	37.5	%	32.4	%	33.2	%	30.6	%
End of period	38.8	%	33.1	%	38.8	%	33.1	%

NuScale LLC Class B Units (NCI)
Beginning of period	62.5	%	67.6	%	66.8	%	69.4	%
End of period	61.2	%	66.9	%	61.2	%	66.9	%

The NCI may decrease according to the number of shares of Class B common stock and NuScale LLC Class B units that are exchanged for shares of Class A common stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of Class A common stock received in a contemporaneous equity issuance. After each exchange, NuScale LLC equity attributable to NuScale Corp is rebalanced to reflect the change in ownership percentage, which is calculated above based on Class B units and Class A shares, as a percentage of Combined interests.

Loss Per Share

Basic loss per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of RSUs, Stock Options and Warrants using the “treasury stock” method and for all other interests that convert into potential shares of Class A common stock, if any, using the “if converted” method. Net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the Company’s share of NuScale LLC’s net loss, net of NuScale Corp taxes, after giving effect to all other interests that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, net loss attributable to Class A common stockholders for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive.

The following table sets forth the computation of basic and diluted net loss per share of Class A common stock. Class B common stock represents a right to cast one vote per share at the NuScale Corp level, and carries no economic rights, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented.


	As of and for the Three Months Ended September 30,				As of and for the Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2024		2023		2024		2023
Net loss attributable to Class A common stockholders	$	(17,459)	$	(19,122)	$	(61,648)	$	(39,607)
Weighted-average shares for basic and diluted loss per share	95,197,500		74,836,884		88,137,939		72,235,763
Basic and Diluted loss per share of Class A common stock	$	(0.18)	$	(0.26)	$	(0.70)	$	(0.55)
Anti-dilutive securities excluded from shares outstanding:
Shares of Class B common stock	154,266,400		154,556,518		154,266,400		154,556,518
Stock options	7,684,894		9,606,510		7,684,894		9,606,510
Warrants	18,455,747		18,458,701		18,455,747		18,458,701
Time-based RSUs	5,296,625		3,335,535		5,296,625		3,335,535
Total	185,703,666		185,957,264		185,703,666		185,957,264

During the three months ended September 30, 2024, the ATM Program generated gross proceeds of $32,001 and net proceeds of $31,201, while for the nine months ended September 30, 2024 the ATM Program generated gross and net proceeds of $106,503 and $103,840, respectively. During the three and nine months ended September 30, 2023, the ATM Program generated gross and net proceeds of $8,337 and $7,867, respectively. As of September 30, 2024, we have 2,601,042 shares of Class A common stock authorized and available under the ATM Program at an aggregate sales price of up to $33,141.

During the three and nine months ended September 30, 2024, the Company issued and sold shares of Class A common stock in the amount of 2,964,586 and 15,661,580, respectively, at a weighted average price of $10.79 and $6.80 per share, respectively, while during the three and nine months ended September 30, 2023, NuScale issued and sold 1,385,623 shares of Class A common stock, with a weighted average price of $6.02.

Subsequent to September 30, 2024, the Company issued and sold 2,601,042 shares of Class A common stock under the ATM Program for the gross and net proceeds of $32,451 and $31,639, respectively.