REG - Fermi Inc. - Shareholder Letter FY 2025
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RNS Number : 6485Y Fermi Inc. 30 March 2026
FY 2025 Fermi America
Shareholder Letter
INTRODUCTION
Fellow Shareholders,
In less than one year, Fermi America(TM) achieved what few believed possible:
from incorporation in January 2025 to a dual-listed initial public offering
("IPO") by October, we assembled the physical, financial, and regulatory
foundation of what we believe will be the world's largest private energy
campus - Project Matador - dedicated to powering next-generation artificial
intelligence ("AI") at scale. This letter is a direct account of that
unprecedented first year of execution, the milestones we have delivered, and
the foundation we have laid for the years ahead.
What began as a blank canvas in the Texas Panhandle is now an active
construction site spanning 7,570 acres, with 11.3 miles of perimeter fencing,
4.6 miles of gas pipeline, 7.2 miles of water lines, and the initial phase of
horizontal construction completed. We established strategic partnerships with
Siemens Energy, Inc., Westinghouse, Hyundai Engineering & Construction
Co., Ltd. ("Hyundai E&C"), Doosan Enerbility Co., Ltd. ("Doosan
Enerbility"), MUFG Bank, Ltd. ("MUFG"), and Keystone National Group, LLC
("Keystone"). We listed on two major stock exchanges and raised approximately
$1.8 billion in capital since our inception. Through December 31, 2025, we
capitalized $935 million into property, plant, and equipment - converting
investor capital into turbines, substations, transformers, switchgear, gas and
water pipelines, electrical transmission lines, and other pad-ready
infrastructure. Project Matador is not a promise. It has completed its first
phase of construction.
Our first year proved that building America's AI energy backbone demands more
than capital - it demands relentless execution, a workforce willing to operate
at startup pace on an industrial scale, and partners across government,
manufacturing, and construction who share our sense of urgency. With fewer
than forty employees, backed by hundreds of skilled contractors and engineers
working extended hours through every season, we are turning a flat dirt site
into what we believe to be the most advanced private energy campus under
development in the country. Carson County, Panhandle ISD, and the City of
Amarillo each stepped up with approvals, agreements, and resources that made
this timeline possible. To our shareholders - those who backed us from
inception and those who joined through our IPO - THANK YOU. Your conviction
fueled every milestone described in this letter.
OUR PURPOSE AND VISION
A Unicorn Site in the Heart of America
Not every amazing company is born from a great idea. In our case, it was born
from a great site. Project Matador, located in Carson County, Texas adjacent
to the Department of Energy's ("DOE") Pantex facility, sits on what we believe
to be the most strategically valuable piece of undeveloped land in the United
States for large-scale AI and advanced energy infrastructure.
Consider what converges here: the Texas Panhandle sits atop the Hugoton Basin,
the largest conventional natural gas field in North America, providing
abundant, firm, clean-burning fuel with redundant access from multiple major
pipelines - ONEOK/WesTex, Energy Transfer, and Atmos. We believe this
redundancy substantially mitigates single-point-of-failure risk and supports
firm delivery at gigawatt ("GW") scale.
The site also rests above the Ogallala Aquifer, spanning 174,000 square miles
and eight states - America's largest underground water reserve. We have
secured up to 18.5 MGD of water supply through a combination of municipal and
private groundwater arrangements, including 2.5 MGD from the City of Amarillo,
providing substantial capacity well in excess of our near-term requirements
and long-term optionality as the campus scales. While well-positioned for
water resources, Fermi has intentionally elected to utilize hybrid dry-wet
cooling towers and closed-loop circulation, cutting water use as much as 85%,
supporting gigawatt-scale operations while stewarding this irreplaceable
resource.
Adjacency to Pantex -America's nuclear arsenal custodian for 70+ years - delivers decades of DOE-validated seismic, groundwater, and environmental data, making our site among the most vetted industrial locations in the country. The site also sits on multiple fiber corridors - including FiberLight, AT&T, and Optimum - providing sub-10 millisecond round-trip latency to Dallas, Oklahoma City, Chicago, Denver, and beyond. AI runs on data, not just power.
Our partnership with the TTU System anchors the site on 5,236 acres of
TTU-controlled land - what we believe to be one of the most strategically
valuable sites in American energy development. With additional adjacent
parcels acquired or under contract, the total campus footprint could extend to
approximately 7,570 acres (subject to closing of pending acquisitions),
providing the physical capacity to expand beyond our original 11 GW plan to
more than 17 GW of generation, subject to permitting, financing,
interconnection availability, and other factors. At full build-out, we believe
this scale could position Project Matador as one of the largest private power
campuses in the Western Hemisphere.
FY 2025 HIGHLIGHTS
Power Generation Equipment - Gigawatts Contracted, Financed & Delivered
From inception through December 31, 2025, Fermi America built a multi-gigawatt
generation pipeline from scratch - contracting, financing, and in several
cases physically delivering power equipment to our campus in under twelve
months. The power strategy at Project Matador is not a pro forma projection.
It is a layered fleet spanning four turbine platforms, two OEMs, and multiple
financing structures, with equipment either on site, in transit, or in
fabrication at factories across three continents.
The Jersey Boys (GE Frame 6B Turbines): Three GE Frame 6B gas turbines, former
industrial workhorses from a New Jersey heavy manufacturing site, are
currently being refurbished and painted by a GE-certified supplier. Upon
completion, they will deliver 114 megawatts ("MW") in simple cycle and over
200 MW in combined cycle. The "Jersey Boys" represent Fermi's practical,
get-it-done approach to early-stage power.
F-Class Units (Siemens Energy SGT6-5000F): Three Siemens Energy SGT6-5000F
turbines are under contract for 2026 delivery, financed by MUFG's $500 million
non-recourse equipment loan and sitting in Siemens Energy's Germany plant
awaiting shipping. At ISO conditions in combined cycle, these units deliver up
to 1.1 GW. As Chief Executive Officer, Toby Neugebauer, said when the deal
closed: "We're doing what most people said was unthinkable - and we're doing
it at Fermi speed."
SGT-800 Series: Fermi's first six Siemens Energy SGT-800 turbines - rated at
478 MW at ISO conditions in combined cycle - arrived via seven vessels and 165
shipping containers sourced from four countries, landing at the Port of
Houston.
By leveraging our Foreign Trade Zone staging strategy, we were able to bring
certain long-lead-time assets out of foreign trade zones at a time that
capitalized on the elimination of the International Emergency Economic Powers
Act tariff and before new tariffs were implemented - a procurement timing
decision we believe preserved meaningful capital for our shareholders.
Combined with our grid connection agreement with Southwestern Public Service
Company ("SPS") a subsidiary of Xcel Energy ("Xcel") - expected to deliver 86
MW upon initial energization, ramping to 200 MW via a 230-kilovolt or
115-kilovolt transmission system - Project Matador has power available the
moment our first tenant arrives, with a multi-gigawatt generation fleet
ramping behind it.
FINANCING AND CAPITAL MARKETS
Initial Public Offering and Equipment Financing
Fermi's capital strategy unfolded in three deliberate stages. First, Macquarie
Group anchored our pre-IPO round in August 2025, committing $108 million in
Series C equity and a $250 million senior loan facility - $100 million of
which was drawn immediately to lock in turbine procurement before tariff
windows closed. That $358 million gave us the credibility and equipment to go
public. Second, on October 1, 2025, we completed a $785 million IPO on Nasdaq
(ticker: FRMI) at $21 per share - priced at the top of the range, with the
full greenshoe exercised due to oversubscription.
Our concurrent listing on the London Stock Exchange made Fermi the first U.S.
company in decades to debut simultaneously on both exchanges, broadening our
institutional shareholder base across the Atlantic. Third, we layered on
equipment-specific debt: MUFG's $500 million non-recourse turbine warehouse,
Keystone/Cape Commercial Finance LLC's ("Cape") $120 million transformer
facility (expandable to $220 million), and $165 million equipment financing
facility from CSG investments, an affiliate of Beal Bank USA. All told,
approximately $1.8 billion of capital has been assembled in our first year of
existence - a pace of fundraising that reflects the urgency investors place on
American AI energy infrastructure.
By December 31, 2025, the capital had been put to work: approximately $569
million of cash invested in property, plant, and equipment - with turbines in
fabrication across Germany, refurbishment underway in New Jersey, and 800 MW
of high-voltage transformers and switchgear already on hand. Total property,
plant, and equipment on the balance sheet stood at approximately $935 million,
which includes assets acquired through convertible note-financed transactions,
capitalized share-based compensation, and capitalized interest. Every dollar
raised has been converted into tangible infrastructure or contracted
generation assets - not options, not deposits, but iron in the ground and
steel on the water.
PERMITS AND REGULATORY
Clean Air Permit, Tax Abatement, Nuclear COLA, and Foreign Trade Zone
Permits Issued:
181009, PSDTX1670,
and GHGPSDTX254
The Texas Commission on Environmental Quality (TCEQ) preliminarily approved Fermi's ~6 GW Clean Air Permit for natural gas generation in 2025, subject to public input, with final approval received in February 2026 - one of the largest such permits ever issued in the United States and among the largest ever granted for a single private power project anywhere on earth. This milestone authorized vertical construction at Project Matador.
On Friday, March 27, 2026, the company filed an application with the TCEQ for
an additional ~5 GW of power generation on the East side of the campus.
In late October 2025, Carson County approved a 10-year tax abatement per phase
and reinvestment zone for the Project Matador campus. Panhandle ISD
unanimously approved a Foreign Trade Exemption and Revenue Loss Indemnity
Agreement. Our Foreign Trade Zone application has been officially docketed by
the U.S. Department of Commerce which, if accepted, will provide meaningful
tariff relief on imported generation equipment - safeguarding capital and
accelerating procurement in a challenging global trade environment.
On the nuclear front, Fermi has inked a nuclear fuel solution with ASP
Isotopes and established partnerships with Korea's Hyundai E&C and Doosan
Enerbility. Our nuclear program progressed from concept to active Nuclear
Regulatory Commission ("NRC") review within months. In June 2025, we filed a
Combined Operating License Application for four Westinghouse AP1000® reactors
- and by September, the NRC had formally accepted that application, making
Fermi the sponsor of the first new nuclear Combined License Application
("COLA") accepted for review in 15 years.
To de-risk the construction timeline, Fermi Nuclear signed a FEED agreement
with Hyundai E&C covering cooling strategy, site layout, constructability,
and civil estimating, while Doosan Enerbility began preparing forging dies and
materials for reactor vessels and steam generators under a separate production
readiness contract. These agreements mean that long-lead nuclear manufacturing
is underway before the license is even granted - a deliberate strategy to
compress our deployment schedule.
On March 20, 2026, the NRC published a Notice of Intent in the Federal
Register to initiate the environmental review process for our COLA, formally
opening a 30-day public scoping period. Fermi was selected as the first
private company to participate in the NRC's new pilot program for
applicant-prepared environmental impact statements under the National
Environmental Policy Act. Enabled by recent legislative changes, this program
is expected to reduce NRC review timelines and lower resource requirements,
while maintaining full regulatory rigor. Our inclusion in this program
reflects both the momentum of our nuclear program and our position at the
forefront of next-generation nuclear licensing.
LAND, CONSTRUCTION, AND INFRASTRUCTURE
Campus Development, Fuel, Water, and Site Construction
The physical campus took shape rapidly. Our 99-year ground lease activated in
Q3 2025 across 5,236 acres, and by year-end the total footprint had grown to
approximately 7,570 acres through incremental, adjacent land acquisitions that
have either closed or are under contract. Fuel and water - the two
non-negotiable inputs for gigawatt-scale generation - were locked in during
the same period: Energy Transfer committed 300,000 MMBtu per day of firm gas
via a dedicated Transwestern interconnect, while the Amarillo City Council
voted 4-1 to authorize a 5.5 million gallons per day ("MGD") water supply
agreement with expansion rights to 10 MGD. With land, fuel, and water secured,
our construction teams delivered the following in 210 days of on-site work:
AI Campus Sites: Dirt work for the initial tenant campus is complete. Steel is
secured and financed. Fermi's first AI campus buildings - planned as
500,000-square-foot hyperscale facilities - are cleared and site-padded,
anticipating our first two potential tenants. What we believe will be the
world's largest AI energy project is no longer a rendering.
Perimeter Security: 11.3 miles of campus-wide perimeter fencing across the
full 7,570-acre site - secured, controlled, and managed. Neighboring the
Pantex shoot-to-kill zone demands it.
Gas Infrastructure: 4.6 miles of on-campus gas pipeline rated to handle 450
million cubic feet per day - more than enough to fuel the first approximately
2 GW of generation - is in the ground and connected directly into Energy
Transfer's interstate system. Firm. Redundant. Behind-the-fence. No
intermediary.
Water Infrastructure: A 20-inch industrial water pipeline across 7.2 miles of
campus, capable of delivering up to 10 MGD, is complete along with Water Tank
One. 2.5 MGD of water secured through the City of Amarillo - enough to support
approximately 2 GW of generation - with a non-binding framework to scale up to
10 MGD as development progresses. In the first quarter of 2026, we entered
into groundwater leases in Carson County, providing long-term supply
optionality independent of municipal infrastructure. In total, we control up
to 18.5 MGD of water supply, well in excess of near-term requirements.
Turbine Slabs & Electrical: GE 6B turbine pads are complete and ready for
installation. SGT-800 slabs are rebar-ready with concrete to follow. 800 MW of
high-voltage transformers and switchgear are on hand, with visibility on an
additional 1.6 GW funded through the Keystone/Cape facility - ordered early,
while the rest of the market was still figuring out what to buy. The initial
Xcel grid connection is ready to go live this year and deliver real power.
TENANTS AND MARKET UPDATE
Tenant Progress, Stock Performance, and the Path Forward
We understand the question at the top of every shareholder's mind: when will
Fermi announce its first definitive tenant lease? Our answer has remained
deliberate and consistent - we will move forward only when the terms, the
partner, and the capital structure meet the disciplined capital and risk
standards we require for long-term value creation. This first lease is not
just a milestone, it will define the benchmark for every agreement that
follows, and we intend to get it right.
Fermi's tenant program advanced considerably during 2025 and into the first
quarter of 2026. In September, we executed a non-binding Letter of Intent
("LOI") with an investment-grade counterparty for a twenty-year triple-net
powered shell lease. In November, the parties entered into a $150 million
Advance in Aid of Construction Agreement ("AIAC") to fund shared
infrastructure ahead of occupancy. In December 2025, the prospective tenant
notified us of its decision to terminate the AIAC. The company had not spent
any of the funds and despite that termination, the LOI remains in place today,
and it served as the commercial framework for ongoing lease negotiations with
additional prospective tenants.
More importantly, following the expiration of the exclusivity period in
December, our commercial pipeline expanded materially. We are now in active
discussions with multiple prospective tenants across various stages -
counterparties that have exchanged draft lease documentation, counterparties
evaluating term sheet structures, and counterparties conducting confirmatory
technical and site diligence. These include a mix of hyperscale cloud
operators, AI infrastructure companies, chip manufacturers, and enterprise
compute users, each drawn by our ~6 GW air permit, our construction readiness,
and our ability to deliver energized capacity on timelines the grid simply
cannot match.
We believe demand for private power at this scale remains robust and is
accelerating. Our focus is not on whether we will secure a tenant, but on
securing the right one - a long-term partner capable of providing an
investment-grade balance sheet, or a guarantee backed by one, to support the
project financing structures that will unlock the next phase of capital
deployment at Matador. A creditworthy anchor tenant is not just a lease
signature. It is the key that unlocks non-recourse project debt, de-risks our
equity, and sets the commercial terms for every tenant that follows. We will
not compromise on that standard for the sake of a headline.
On stock performance: eight of eight covering analysts rate FRMI a Buy or
Strong Buy, with an average price target of $29. We believe the current share
price does not reflect the value of what has been built - $1.4 billion in
total assets at year-end, 6 GW permitted, a multi-gigawatt generation fleet
contracted and financed, and a tenant pipeline that has only strengthened
since our air permit was finalized in February. Management is focused on
executing the catalysts that will close this gap: a binding tenant agreement
with the right partner, the project-level financing that follows, and initial
energization of our Project Matador campus.
LOOKING AHEAD
The Future Is Fermi Blue
This water tower branding rendering is a glimpse of what this campus will look
like when operational - a sea of Fermi Blue across the Texas Panhandle,
humming with power for the world's most demanding AI workloads. Every turbine
in Fermi colors. Every water tank bearing the mark. Every AI campus behind our
fence, drawing power from our private power platform, insulating the public
grid while protecting America's ratepayers.
On leadership commitment: In under 60 weeks, the Neugebauer family and the
Fermi team built this company from inception to one of the most ambitious
energy platforms in development today. They remain significant shareholders,
deeply aligned with the long-term success of the business. Our executive
management team is committed to long-term ownership and alignment with
shareholders, with any share dispositions expected to be limited to those
required to satisfy REIT-related requirements and applicable tax withholding
obligations. Toby Neugebauer leads with intensity and focus, setting a
standard of execution that defines the organization. This is a founder-led
company, fully committed to housing and powering the future of AI.
The company has never been stronger. Over the next twelve months, we expect to
execute binding tenant agreements, begin vertical construction on powered
shell buildings, secure an additional 5 GW of air permits with the TCEQ, and
advance the AP1000® reactor program through its next NRC review milestones,
breaking ground for the country's first large-scale nuclear build.
Infrastructure is in the ground. Equipment is contracted, financed, and en
route. Permits cover 6 GW with 5 more in process. Our grid connection is
expected to come online this year. Tenant conversations are active and
competitive, with discussions underway with multiple high-quality
counterparties across near-term and longer-dated capacity extending through
2028.
We are building at a pace and scale few believed possible, with the discipline
to ensure it lasts and the continued focus of delivering long-term value for
our shareholders. We believe the foundation is built, the demand is in front
of us, and the path forward is defined. What comes next is continued execution
at scale.
Sincerely,
Toby Neugebauer
Founder and Chief Executive Officer
Fermi America
FY 2025 Financial Highlights
GAAP Results Year-to-Date
December 31, 2025
Net loss $486.4M
Year-to-date net loss was $486.4 million. The loss primarily reflects --
approximately $441.8 million in non-cash charges, including a $173.8 million
charitable contribution, a total of $111.6 million of fair value losses $(1.13)
related to Series B Convertible Notes, Preferred Units Financing and Macquarie
per share
Term Loan, $132.7 million of share-based compensation expense, and $23.7
million of inducement expense related to the Preferred Units Financing. Net
loss included approximately $45.0 million of other general and administrative
costs primarily comprised of personnel ($11.9 million), professional services
including legal, accounting, and audit ($21.8 million), and other general
corporate expenses including recruiting, travel, and marketing ($11.4 million)
incurred to support ongoing business operations and project development
activities, as well as net interest income of $3.7 million.
Cash used in operating activities $34.2M
Year-to-date cash used in operating activities was $34.2 million - reflecting
the $486.4 million net loss adjusted for the $441.8 million non-cash charges
described above. Working capital changes provided a net source of cash,
primarily driven by a $15.0 million increase in accounts payable and accrued
liabilities, partially offset by an $8.5 million use of cash for prepaid
items, largely deposits and prepaid rent for the TTU Lease associated with
Project Matador.
Cash used in investing activities $570.3M
Year-to-date cash used in investing activities totaled $570.3 million. The
primary driver was investments in property, plant and equipment for
early-stage development of Project Matador, including equipment procurement
and construction in progress. The majority of that capital went to natural gas
power generation - turbine procurement across our Siemens and GE fleets,
mobile generation, and balance-of-plant equipment. The remainder was deployed
across powered shell and site infrastructure, substation and electrical
interconnection, general construction, land, water infrastructure, and early
nuclear pre-development.
Cash provided by financing activities $1.0B
Year-to-date cash provided by financing activities was $1.0 billion. The
primary sources were $745.6 million in proceeds from the IPO, net of
underwriting discounts and commissions, $107.6 million from the issuance of
Preferred Units, $100.0 million from the Macquarie Term Loan, $75.5 million
from the Series A Convertible Notes, and $26.1 million from the Seed
Convertible Notes. These inflows were partially offset by $21.2 million of
offering costs, $20.0 million of payments on a promissory note, and $1.0
million of debt issuance costs.
Cash and cash equivalents $408.5M
At the end of the fourth quarter, cash and cash equivalents totaled $408.5
million.
Consolidated Balance Sheet
(in thousands, except par value amounts and share numbers)
December 31, 2025
Assets
Property, plant, and equipment, net $ 935,295
Cash and cash equivalents 408,529
Prepaid expenses and other assets 47,753
Operating lease right-of-use assets 21,737
Total assets $ 1,413,314
Liabilities and stockholders' equity
Debt, net $ 109,799
Accounts payable and accrued liabilities 176,572
Operating lease liabilities 21,320
Other liabilities 9,751
Total liabilities 317,442
Commitments and contingencies
Stockholders' equity
Common stock 628
Preferred stock -
Additional paid-in capital 1,228,443
Accumulated deficit (133,199)
Total stockholders' equity 1,095,872
Total liabilities and stockholders' equity $ 1,413,314
Consolidated Statements of Operations
(in thousands, except share and per share numbers)
For the period from
January 10, 2025
(Inception) through December 31, 2025
Expenses:
General and administrative $ 177,779
Total expenses 177,779
Loss from operations (177,779)
Other income (expense):
Interest income (expense), net 3,732
Other income (expense) (312,332)
Total other income (expense) (308,600)
Net loss $ (486,379)
Net loss per share - basic and diluted $ (1.13)
Weighted average shares outstanding - basic and diluted 467,963,408
Consolidated Statement of Cash Flows
(in thousands)
For the period from
January 10, 2025
(Inception) through
December 31, 2025
Cash flows used in operating activities:
Net loss $ (486,379)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense, related party 3,616
Share-based compensation expense 129,129
Share-based charitable contribution expense 173,784
Change in fair value as a result of fair value remeasurements 111,590
Series A and Series B Convertible Notes inducement expense 23,674
Foreign exchange (gain) loss, net 3,273
Other non-cash activities
653
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities 14,995
Prepaid expenses and other assets (8,486)
Net cash used in operating activities $ (34,151)
Cash flows used in investing activities:
Investments in property, plant, and equipment (569,304)
Other investing activities (956)
Net cash used in investing activities $ (570,260)
Cash flows from financing activities:
Proceeds from issuance of Series A Convertible Notes 75,500
Proceeds from issuance of Seed Convertible Notes 26,124
Proceeds from issuance of Preferred Units 107,552
Proceeds from issuance of Macquarie Term Loan 100,000
Payment of Promissory Note (20,000)
Payment of debt issuance costs (1,012)
Payment of offering costs (21,209)
Proceeds from share issuance upon initial public offering, net of underwriting 745,631
discounts and commissions
Other financing activities 354
Net cash provided by financing activities $ 1,012,940
Change in cash and cash equivalents 408,529
Cash and cash equivalents, at beginning of period
-
Cash and cash equivalents, at end of period $ 408,529
Forward-Looking Statements
This shareholder letter contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements that
do not relate to matters of historical fact should be considered
forward-looking statements, including, without limitation, statements
regarding our development plans, construction timelines, permitting and
regulatory approvals, tenant agreements, financing activities, generation
capacity, future expansion of Project Matador, and anticipated operational
milestones.
These statements are based on current expectations and assumptions and are
subject to known and unknown risks, uncertainties, and other important factors
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. These factors include, among
others: our ability to obtain and maintain required permits and regulatory
approvals, including from the NRC and TCEQ; our ability to secure binding
tenant agreements and creditworthy counterparties; the availability of project
financing and capital on acceptable terms; risks associated with large-scale
construction and infrastructure development; interconnection availability and
grid constraints; supply chain and equipment procurement risks; commodity
availability and pricing, including natural gas and water; risks associated
with nuclear development and licensing; counterparty performance; and broader
economic, regulatory, and market conditions.
Statements regarding potential generation capacity in excess of currently
permitted levels, including any reference to expansion beyond approximately 6
GW or up to 11 GW or 17 GW, are subject to the successful receipt of
additional permits and approvals, financing, interconnection capacity, land
acquisition, and other factors, and there can be no assurance that such
capacity will be developed or achieved.
Statements regarding total site acreage, including any reference to expansion
beyond currently controlled or leased land, are subject to the closing of
pending acquisitions, land availability, and other factors, and there can be
no assurance that such acreage will be realized.
These forward-looking statements represent management's expectations as of the
date of this letter. Except as required by law, the Company undertakes no
obligation to update or revise these statements. Additional information
regarding these and other risks is included in the Company's Form 10-K and
other filings with the Securities and Exchange Commission.
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