Petition for Writ of Certiorari — Veltor Underground, LLC, Petitioner v. Small Business Administration, et al.

No. 25-____

IN THE

Supreme Court of the United States

VELTOR UNDERGROUND, LLC,

Petitioner,

v.

UNITED STATES SMALL BUSINESS ADMINISTRATION,

KELLY LOEFFLER, in her official capacity as

Administrator of the United States Small Business

Administration, SCOTT BESSENT, in his official

capacity as Secretary of the United States

Department of the Treasury,

Respondents.

On Petition for a Writ of Certiorari

to the United States Court of Appeals

for the Sixth Circuit

PETITION FOR WRIT OF CERTIORARI

Mary Claire Davis

West Virginia University

College Of Law

U.S. Supreme Court

Litigation Clinic

101 Law Center Drive

Morgantown, WV 26506

Lawrence D. Rosenberg

Counsel of Record

Mario E. Fiandeiro

Jack Kieffaber

JONES DAY

51 Louisiana Avenue, N.W.

Washington, DC 20001

+1.202.879.3939

ldrosenberg@jonesday.com

Counsel for Petitioner

i

QUESTION PRESENTED

Congress enacted the Paycheck Protection Program

(“PPP”) to fund “payroll costs” in order that small

businesses stay afloat during the COVID-19

pandemic. “Payroll costs” are defined to include “the

sum of payments of any compensation to or income of

a sole proprietor or independent contractor.” Veltor

Underground, LLC (“Veltor”) a small business with no

W-2 employees, used its PPP loan to pay independent

contractors who performed its core services. SBA

denied forgiveness, determining that such payments

do not count as “payroll costs.” The district court

agreed with SBA’s determination and the Sixth

Circuit affirmed.

The question presented is whether “the sum of

payments of any compensation to or income of a sole

proprietor or independent contractor that is a wage,

commission, income, net earnings from selfemployment, or similar compensation” includes

payments a business with no employees makes to

independent contractors on its payroll who provide

the business’s core services.

ii

PARTIES TO THE PROCEEDING

AND RULE 29.6 STATEMENT

Petitioner, who was the plaintiff and then the

appellant below, is Veltor Underground, LLC.

Respondents, who were defendants and then

appellees below, are the United States Small Business

Administration, Kelly Loeffler, the Administrator of

the United States Small Business Administration,

and Scott Bessent, the Secretary of the United States

Department of the Treasury. 1

1 At an earlier stage in the litigation, the Administrator

of the United States Small Business Administration was Isabella

Casillas Guzman and the Secretary of the United States

Department of the Treasury was Janet Yellen.

iii

CORPORATE DISCLOSURE STATEMENT

Pursuant to this Court’s Rule 29.6, Applicant states

as follows: Veltor Underground, LLC states that it has

no parent corporation, and that no corporation owns

10% or more of its stock.

iv

RELATED PROCEEDINGS

Veltor Underground, LLC v. United States Small

Business Administration, et al., United States Court

of Appeals for the Sixth Circuit, No. 24-02025 (July

11, 2025)

Veltor Underground, LLC v. United States Small

Business Administration, et al. United States District

Court for the Eastern District of Michigan, No. 2:23cv-11183 (Sept. 24, 2024)

v

TABLE OF CONTENTS

Page

QUESTION PRESENTED.......................................... i

PARTIES TO THE PROCEEDING AND RULE 29.6

STATEMENT ............................................................. ii

RELATED PROCEEDINGS ......................................iv

INTRODUCTION ........................................................1

OPINIONS BELOW ....................................................3

JURISDICTION ..........................................................3

CONSTITUTIONAL, STATUTORY, AND

REGULATORY PROVISIONS INVOLVED ..............4

STATEMENT ..............................................................4

I.

The Statutory Regime .................................4

II.

Factual Background ....................................5

III.

Proceedings Below .......................................6

REASONS FOR GRANTING THE PETITION .........9

I.

The Sixth Circuit’s decision is grievously

wrong. ........................................................13

II.

The Decision Below Exacerbates a Pattern

of Confusion Among the Circuits ..............20

III.

This issue is important and recurring......23

A.

The issue has high stakes and broad

implications. .........................................23

B.

The issue is bound to recur and now is

the right time to address it. .................24

IV.

This case is an ideal vehicle for resolving

the question presented. .............................26

vi

TABLE OF CONTENTS

(continued)

Page

A.

Veltor only has independent

contractors. ...........................................27

B.

This vehicle presents no unnecessary

complications........................................28

CONCLUSION ..........................................................30

APPENDIX A: Opinion by the United States Court of

Appeals for the Sixth Circuit

(July 11, 2025) ...........................................................1a

APPENDIX B: Judgment by the United States Court

of Appeals for the Sixth Circuit

(July 11, 2025) ...........................................................1a

APPENDIX C: Order by the United States Court of

Appeals for the Sixth Circuit Denying Rehearing En

Banc

(Sept. 12, 2025) ........................................................31a

APPENDIX D: Order Denying Motion for Summary

Judgment (Sept. 26, 2024) ......................................33a

APPENDIX E: Statutory Provisions Involved

15 U.S.C. § 636 ........................................................57a

15 U.S.C. § 636m .....................................................91a

vii

TABLE OF AUTHORITIES

Page(s)

CASES

Biden v. Nebraska,

600 U.S. 477 (2023) .............................................. 19

Connecticut Nat’l Bank v. Germain,

503 U.S. 249 (1992) .......................................... 9, 13

Corley v. United States,

556 U.S. 303 (2009) .............................................. 15

Essintial Enter. Sols., LLC v. SBA,

No. 1:22-cv-1507, 2024 WL 5248242

(M.D. Pa. Dec. 30, 2024) ...................................... 21

Essintial Enterprise Solutions LLC v.

SBA,

No. 25-1367, 2026 WL 276342

(3d Cir. Feb. 3, 2026) ........................... 2, 11, 21, 22

Hui Ran Mu v. Barr,

936 F.3d 929 (9th Cir. 2019) ................................ 13

In re Jackson Masonry, LLC,

906 F.3d 494 (6th Cir. 2018) ................................ 15

Loper Bright Enters. v. Raimondo,

603 U.S. 369 (2024) .............................................. 19

Loughrin v. United States,

573 U.S. 351 (2014) .............................................. 17

Niz-Chavez v. Garland,

593 U.S. 155 (2021) .............................................. 19

viii

TABLE OF AUTHORITIES

(continued)

Page(s)

Oncale v. Sundowner Offshore Servs.,

Inc.,

523 U.S. 75 (1998) ................................................ 18

Pulsifer v. United States,

601 U.S. 124 (2024) .............................................. 14

Russello v. United States,

464 U.S. 16 (1983) ................................................ 16

SAS Inst., Inc. v. Iancu,

584 U.S. 357 (2018) .............................................. 13

Seville Indus., L.L.C. v. United States

Small Bus. Admin.,

144 F.4th 740 (5th Cir. 2025) ........................ 20, 21

Veltor Underground, LLC v. U.S. Small

Bus. Admin.,

143 F.4th 727 (6th Cir. 2025) .................... 3, 15, 21

West Virginia v. EPA

597 U.S. 697 (2022) .............................................. 19

STATUTES

28 U.S.C. § 1254 .......................................................... 4

28 U.S.C. § 1291 ........................................................ 29

28 U.S.C. § 1331 ........................................................ 29

ix

TABLE OF AUTHORITIES

(continued)

Page(s)

Coronavirus Aid, Relief, and Economic

Security Act, Pub. L. No. 116-136,

134 Stat. 281 (2020) ..... 1, 4, 7, 9, 11, 13, 14, 18, 29

15 U.S.C. § 636 ................................. 4–6, 14, 16, 17

15 U.S.C. § 636m .......................................... 4, 5, 18

OTHER AUTHORITIES

2025 Report on Nonemployer Firms:

Findings on Hiring Plans from the

2024 Small Business Credit Survey,

Fed. Reserve Banks (Oct. 2025) .................... 23, 24

The American Heritage Dictionary

(5th ed. 2022)........................................................ 15

Frequently Asked Questions,

Small Business Administration

(July 2024) ........................................................ 3, 12

Press Release, Senator Mitch

McConnell, McConnell: Kentuckians

and All Americans Should Accept the

COVID-19 Vaccine (Dec. 16, 2020) ...................... 24

SBA, Paycheck Protection Program

(PPP) Report, Approvals Through

05/31/2021 ...................................................... 12, 25

1

INTRODUCTION

This case presents a question of statutory

interpretation with sweeping practical consequences

for small businesses that rely solely on independent

contractors for their workforce. The Coronavirus Aid,

Relief, and Economic Security Act (the “CARES Act”)

defines “payroll costs” to include both “the sum of

payments of any compensation with respect to

employees” and “the sum of payments of any

compensation to or income of a sole proprietor or

independent contractor that is a wage, commission,

income, net earnings from self-employment, or similar

compensation.” Pet. App. 6a. On its face, subsection

(bb) covers “compensation to … [an] independent

contractor,” including wages and commissions—

language that straightforwardly encompasses what a

business pays to the independent contractors who do

its work. Id.

The Sixth Circuit rejected the plain-language

reading, limiting subsection (bb) to only what an

independent contractor pays its own workers or a selfemployed individual pays themself and excluding

from “payroll costs” a business’s payments to

independent contractors who perform its core

functions. Pet. App. 15a–16a. The Court committed

this error largely to address policy concerns about

“double-dipping,” but the statute’s plain syntax

already prevents an employer and an independent

contractor from obtaining loans covering the same

compensation—and there is no evidence that even one

independent contractor attempted such a maneuver

during the program’s run. Id. at 18a. In dodging this

fictional problem, the Sixth Circuit created a real

absurdity: If contractors were to pay themselves for

2

work commissioned by employers, those contractors

would have no monetary incentive to actually perform

the work—defeating the program’s purpose of keeping

businesses afloat and maintaining workforce

continuity.

Fairness and reliance interests favor Petitioner:

Small businesses structured PPP applications based

on the statute’s plain language, and unsophisticated

parties are entitled to assume statutory terms bear

their ordinary meaning. The stakes are high and the

effects are nationwide, affecting hundreds of

thousands of borrowers and potentially tens of billions

of dollars in unforgiven loans and creating existential

risks for sole proprietors and contractor-dependent

businesses—the very nonemployer firms for whom

Congress designed this safety net.

The issue has given the lower courts considerable

pause. Three circuits—the Third, Fifth, and Sixth—

have now adopted the same statutory interpretation

proffered by the government, but not without

acknowledging the “forceful” counterarguments and

the equitable tensions inherent in the government’s

position. Most recently, the Third Circuit in Essintial

Enterprise Solutions LLC v. SBA, No. 25-1367, 2026

WL 276342 (3d Cir. Feb. 3, 2026), reversed a district

court decision that had accepted the plain meaning of

the relevant text, yet did so while conceding that

“[r]easonable minds could differ” and that the

interpretive question was “not a routine ground ball.”

Id. at *1, *2. The reasoning across all three circuits

reflects deep unease with the SBA's approach—an

unease that underscores the need for this Court’s

intervention. The issue is time-sensitive. The PPP

closed to new lending in mid-2021, and the forgiveness

3

review life-cycle is ending as the five-year window

closes. As agency dashboards sunset, the opportunity

for a uniform rule will narrow; further percolation

would only entrench disparate results based on

geography and timing. And this case is an ideal

vehicle for resolution. It presents a pure statutory

interpretation question from a final judgment on a

completed administrative record, involves a petitioner

using only independent contractors (eliminating

apportionment issues) and, as the courts below have

conceded, sits on strong textual footing. Firms with no

employees comprise approximately 82% of small

businesses, and the Sixth Circuit’s decision denies

PPP forgiveness to precisely those businesses at the

only point when such claims are making their way

through the SBA and courts. Frequently Asked

Questions, Small Business Administration 1 (July

2024). This Court should grant review.

OPINIONS BELOW

The decision of the United States Court of Appeals

for the Sixth Circuit affirming summary judgment to

Respondents is reported at 143 F.4th 727, and

reproduced at Pet. App. 1a–29a. The decision of the

United States District Court for the Eastern District

of Michigan is not reported, but it is reproduced at Pet.

App. 33a–56a. The Sixth Circuit’s denial of en banc

rehearing is not reported, but it is reproduced at Pet.

App. 31a–32a.

JURISDICTION

The United States Court of Appeals for the Sixth

Circuit affirmed the grant of summary judgment to

defendants on July 11, 2025, and denied Petitioner’s

petition for rehearing on September 12, 2025.

4

Petitioners timely sought an extension on December

1, 2025, which Justice Kavanaugh granted on

December 4, 2025, extending the time to seek

certiorari to February 9, 2026. This Court has

jurisdiction under 28 U.S.C. § 1254(1).

CONSTITUTIONAL, STATUTORY, AND

REGULATORY PROVISIONS INVOLVED

The United States statutes at issue, 15 U.S.C. §§

636(a)(36), 636m are included in the Appendix at Pet.

App. 57a–109a.

STATEMENT

I.

The Statutory Regime

In March 2020, Congress enacted the CARES Act to

stabilize

the

national

economy

amid

the

unprecedented disruption caused by the COVID-19

pandemic. Pub. L. No. 116-136, 134 Stat. 281 (2020).

A central feature of the Act was the creation of the

PPP, which authorized forgivable loans to small

businesses facing acute financial distress. Id. at

§ 636(a)(36).

The PPP directed that loan eligibility and loan

amounts be calculated based on a business’s “payroll

costs,” and it defined that term expansively. As

relevant here, the statute provides that “payroll costs”

include both “the sum of payments of any

compensation with respect to employees” (15 U.S.C.

§ 636(a)(36)(A)(viii)(I)(aa)) and “the sum of payments

of any compensation to or income of a sole proprietor

or

independent

contractor.”

(Id.

§ 636(a)(36)(A)(viii)(I)(bb)). The Act enumerated

specific exclusions from payroll costs, but it did not

exclude payments to independent contractors. Id.

§ 636(a)(36)(A)(viii)(II).

5

Congress further confirmed that businesses paying

independent contractors were within the PPP’s scope.

In determining loan eligibility, lenders were

instructed to consider whether a borrower “had

employees for whom the borrower paid salaries and

payroll taxes; or paid independent contractors, as

reported on a Form 1099-MISC.” Id. §

636(a)(36)(F)(ii)(II)(bb). To obtain loan forgiveness,

borrowers were required to use at least sixty percent

of the covered loan amount on “payroll costs.” Id. §

636m(d)(8).

SBA in coordination with the Department of the

Treasury, administered the PPP. Borrowers and

lenders were instructed to rely on the “laws, rules, and

guidance available at the time of the relevant

application.” Pet. App. 37a.

II. Factual Background

Petitioner Veltor is a small Michigan underground

utility repair business that, during the covered period,

retained exclusively independent contractors and no

traditional employees. Pet. App. 3a, 42a. Like

countless small businesses nationwide, Veltor

experienced severe financial hardship during the

pandemic. To continue paying its workforce, Veltor

applied for a PPP loan on April 5, 2020—before

independent contractors themselves became eligible

to apply for PPP loans. Id. at 42a. Before applying,

Veltor reviewed SBA guidance and consulted with its

lender, Bank of America, to confirm that it was

appropriate to include payments to independent

contractors in its payroll-cost calculation. Id. at 31a.

The bank approved Veltor’s application, and on May

6

1, 2020, Veltor received a PPP loan of $125,000. Id. at

44a.

Ten days after Veltor submitted its application, the

SBA issued an Interim Final Rule stating that

payments to independent contractors should not be

included in a borrower’s payroll calculation because

independent contractors could apply for their own

PPP loans. Id. at 43a. During the applicable 24-week

covered period, Veltor used more than sixty percent of

the loan proceeds to pay its independent contractors.

Veltor worked closely with its lender to ensure

compliance and sought full forgiveness of the loan. Id.

at 44a. In October 2021, the bank submitted Veltor’s

forgiveness application. Id. One year later, the SBA

denied forgiveness in its entirety, asserting that

Veltor had no eligible payroll costs at the time of

application and demanding repayment of the full loan

plus interest. Id. at 44a–45a.

III. Proceedings Below

Veltor timely appealed the SBA’s determination to

the agency’s Office of Hearings and Appeals, which

affirmed the denial. Id. at 45a. Veltor then sought

judicial review in the United States District Court for

the Eastern District of Michigan. Id. On cross-motions

for summary judgment, the district court ruled for the

government and dismissed the case. Id. at 38a. The

court’s decision turned on the interpretation of the

statutory definition of “payroll costs” in 15 U.S.C. §

636(a)(36)(A)(viii).

The district court acknowledged that, “if read in a

vacuum,” the statutory text is “unambiguous and

supports Veltor’s [interpretation].” Pet. App. 47a. The

court also recognized that subsections (aa) and (bb)

7

are joined by the word “and,” that “and” ordinarily

carries a conjunctive meaning, and that nothing in the

text suggests a business may not compensate both

employees and independent contractors. Id. It even

conceded that it is common for businesses to do

exactly that. Id.

Nevertheless, the court looked beyond the plain text

and rejected Veltor’s interpretation. Id. Relying

heavily on a decision from another district court, the

court reasoned that Congress’s use of the phrase “the

sum of” elsewhere in the CARES Act implied that

subsections (aa) and (bb) were meant to operate

separately rather than cumulatively. Id. at 48a–50a.

On that basis, the court concluded that payments to

independent contractors could count as payroll costs

only when the borrower was itself the independent

contractor or sole proprietor. Id at 50a.

Having identified this thin textual distinction, the

court then reached its conclusion driven by policy

considerations. It expressed concern that Veltor’s

interpretation could permit “double-dipping,” allow

loan proceeds to be used for foreign or highly

compensated independent contractors, or otherwise

produce outcomes the court viewed as inconsistent

with the CARES Act’s purposes. Id. at 50a–52a. The

court also found it significant that Congress did not

amend the statute to override the SBA’s interim rule

excluding independent-contractor payments, despite

amending the CARES Act in other respects. Id. at

52a–53a.

On appeal, the Sixth Circuit affirmed. Id. at 30a.

“Viewing ‘wage’ and ‘commission’ … in light of their

association with ‘income’ and ‘net earnings from selfemployment’” the court came to a conclusion that it

8

thought “accords with common business usage.” Id. at

8a–9a. The court’s opinion held that the phrase

“compensation to or income of a sole proprietor or

independent contractor” must be read from the

vendor’s perspective to capture the forms of self-pay

an independent contractor might receive, not the

sums that a business pays those contractors. Id. at 6a.

Admitting that the “terms of the statute” merely

“suggest” its interpretation, the court quickly turned

to policy considerations it deemed “context.” Id. at 11a.

Indeed, the court relied on illusory policy concerns—

such as the potential for double-dipping, the statute’s

foreign-worker exclusion for employees but not

contractors, and forgiveness documentation keyed to

employees. Id. at 12a–14a.

Judge White concurred, but “with reservations.” Id.

at 27a She noted serious textual and contextual

reasons to read subsection (bb) to cover payments to

independent contractors, placing particular emphasis

on the statute’s “require[ment that] lenders …

consider … payments” to independent contractors

“[i]n evaluating the eligibility of a borrower for a

covered loan,” which would have “no purpose if

payments to independent contractors are not covered

as ‘payroll costs.’” Id. at 24a–25a. (cleaned up). And

she observed that “a business in Veltor’s position

could reasonably have believed when it applied for the

loan that it would be forgiven if it continued to pay its

independent contractors.” Id. at 28a. Though Judge

White “ultimately conclude[d]” that “on balance” the

panel majority’s interpretation was right, she did so

by leaning on the SBA’s early interim final rule—and

Congress’ subsequent inaction—as a persuasive

indicator of congressional intent, even though that

9

rule post-dated Veltor’s loan and was thus inoperative.

Id. at 27a.

The Sixth Circuit denied Petitioner’s petition for

rehearing on September 12, 2025. This petition

follows.

REASONS FOR GRANTING THE PETITION

The Court should grant Veltor’s petition for a

variety of reasons:

1. First and foremost, the Sixth Circuit’s opinion is

manifestly wrong—reading “payroll costs” in a way

the statute will not bear, and subordinating clear text

to unfounded policy worries. When statutory words

are unambiguous, judicial inquiry is complete.

Connecticut Nat’l Bank v. Germain, 503 U.S. 249, 254

(1992) (“When the words of a statute are

unambiguous, then, this first canon is also the last…

judicial inquiry is complete.”). The CARES Act defines

“payroll costs” to include “the sum of payments of any

compensation to or income of a sole proprietor or

independent contractor.” Read naturally, that

language covers amounts a business paid to its

independent contractors during the covered period.

Starting with the plain text, Title I defines “payroll

costs” to include “(aa) the sum of payments of any

compensation with respect to employees…; and (bb)

the sum of payments of any compensation to or income

of a sole proprietor or independent contractor.” Pet.

App. 5a–6a. The ordinary meaning of “and” is

conjunctive; the definition embraces both categories—

payments to employees and payments to independent

contractors.

The majority’s structural arguments fare no better.

Reading subsection (bb) to capture only what sole

10

proprietors and independent contractors pay

themselves collapses “compensation to” into “income

of,” erasing words Congress chose and violating the

canon

against

surplusage.

Congress

paired

“compensation to” with “income of” in the same clause;

the best reading gives both operative effect—

“compensation to” as amounts given, "income of" as

amounts received. Id. Moreover, Congress listed

explicit exclusions from “payroll costs” but never

excluded payments to independent contractors; under

expressio unius, this omission confirms such

payments are included. Id. at 11a.

Equally problematic, the majority’s reading creates

structural anomalies. Congress excluded certain

employee-specific items from “payroll costs” but

directed lenders to consider whether a borrower “paid

independent contractors.” Id. at 16a. Why highlight

contractor payments for eligibility while silently

barring them from “payroll costs”? The Sixth Circuit

says that this clause merely polices bona fide

operations but, as Judge White noted, the

requirement is purposeless if contractor payments

never count—and would duplicate the separate “in

operation on February 15, 2020” criterion. Id. at 19a.

As for double-dipping, the plain text prevents it.

The statute includes “compensation to or income of” a

contractor. Id. at 5a. Just as “and” is conjunctive, “or”

is disjunctive: the statute allows either the payer’s

“compensation to” or the contractor’s own “income”—

but not both. That reading eliminates duplicative

claims without rewriting subsection (bb). The

program’s documentation requirements already

prevent abuse, and the government has identified no

real-world example of such double-dipping.

11

Perhaps most tellingly, the Sixth Circuit ignores

the absurdity its interpretation creates: How do

independent contractors get paid? Id. at 6a–12a.

“Through their own loans” is no answer. Veltor’s

contractors received money from Veltor for doing

Veltor’s work. The court below would have them

receive money to compensate themselves—but for

what? If Veltor plays no role in distributing funds,

nothing requires contractors to keep working for

Veltor. The CARES Act was meant to provide

continuity amid turbulence; the Sixth Circuit’s

holding does the opposite.

2. Second, while three circuits have now aligned on

the construction of “payroll costs,” their reasoning

reflects the significant difficulty this question has

posed. The Third, Fifth, and Sixth Circuits have each

adopted the government’s interpretation, but the

Third Circuit’s recent decision in Essintial Enterprise

Solutions LLC v. SBA, 2026 WL 276342 , is

particularly instructive. There, the court reversed a

district court decision that had accepted the plain

meaning of the relevant text and held that

independent-contractor expenses can be included in

“payroll costs.” Id.at *8.

The Third Circuit acknowledged that “[r]easonable

minds could differ on this one” and that the question

was “not a routine ground ball,” yet ultimately sided

with the government based on policy concerns rather

than textual compulsion. Id. at *1, *2. The court also

devoted substantial attention to the equities,

recognizing

the

“forceful

arguments”

and

“sympathetic” circumstances facing pandemic-era

borrowers who relied on the statute’s plain language.

Id. at *6, *7. That three circuit panels have repeatedly

12

acknowledged the strength of the counterarguments

and the equitable tensions in their holdings

underscores the need for this Court’s intervention.”

3. Third, the stakes could hardly be higher.

Approximately 82% of small businesses are

nonemployer firms, and 36%—about 10.25 million—

use independent contractors for core functions.

Frequently Asked Questions, Small Business

Administration 1 (July 2024).

By recasting

“compensation to…[an] independent contractor” as

only the contractor’s self-pay, the Sixth Circuit erases

an immense swath of the small-business landscape.

Across the PPP program, lenders approved roughly

11.82 million loans totaling about $792.6 billion. SBA,

Paycheck Protection Program (PPP) Report,

Approvals Through 05/31/2021, at 2. As of January

2023, about 940,000 loans remained unforgiven, with

sole proprietors and independent contractors

accounting for a substantial share—perhaps

exceeding $100 billion. U.S. Gov’t Accountability Off.,

GAO-22-105291, Significant Improvements Are

Needed for Overseeing Relief Funds and Leading

Responses to Public Health Emergencies 181 (2022).

And the time to act is now. The PPP closed to new

lending on June 30, 2021. Forgiveness can be sought

up to five years from the loan date, meaning final

contested determinations are cresting now. As

forgiveness files close, the opportunity to resolve this

question with system-wide effect will narrow

dramatically. Further percolation will generate only

disparate outcomes for similarly situated borrowers

based on timing and geography.

4. Fourth and finally, this case presents an ideal

vehicle for resolving the dispute. Veltor had no W-2

13

employees during the relevant period and relied solely

on independent contractors. Pet. App. 42a. There is no

complication about parsing mixed payroll costs or

apportioning between employees and contractors.

This case presents the statutory question in its purest

form. The district court recognized that the statutory

text “is unambiguous and supports Veltor’s argument”

when read in isolation, yet departed from that reading

by

invoking

policy

concerns—precisely

the

interpretive move this Court should reject. The case

comes free of jurisdictional tangles; the narrow

textual question is the only issue. This vehicle allows

the Court to provide definitive guidance for thousands

of pending forgiveness determinations turning on the

same text.

I.

The Sixth Circuit’s decision is grievously

wrong.

The Sixth Circuit’s opinion below reads “payroll

costs” in a way the statute will not bear, subordinating

clear text to policy worries and program-level

“context.” “When the words of a statute are

unambiguous then the first canon is also the last:

judicial inquiry is complete.” Connecticut Nat’l Bank,

503 U.S. at 254. “[P]olicy considerations cannot create

an ambiguity when the words on the page are clear.”

SAS Inst., Inc. v. Iancu, 584 U.S. 357, 370 (2018); see

also Hui Ran Mu v. Barr, 936 F.3d 929, 935 n.8 (9th

Cir. 2019) (“[A]mbiguity cannot be created where none

exists in the plain language of the statute.”) The

CARES Act allows borrowers to obtain and forgive

PPP loans for “payroll costs,” and it defines those costs

to include “the sum of payments of any compensation

to or income of a sole proprietor or independent

contractor.” Read naturally, that language covers the

14

precise payments at issue here—amounts a business

paid to its independent contractors to keep them

working during the covered period. The Sixth Circuit’s

contrary approach conflicts with bedrock interpretive

principles, distorting the Act’s text, structure, and

design.

i. The Plain Text

Start with the words Congress chose. Title I of the

CARES Act defines “payroll costs” to mean, in

relevant part: “(aa) the sum of payments of any

compensation with respect to employees …; and (bb)

the sum of payments of any compensation to or income

of a sole proprietor or independent contractor … .” 15

U.S.C. § 636(a)(36)(A)(viii)(I). The ordinary,

presumptive meaning of “and” is conjunctive, not

disjunctive; the definition thus embraces both

categories of labor compensation—payments to

employees and payments to independent contractors.

See Pulsifer v. United States, 601 U.S. 124, 133 (2024)

(concurring in the “elementary proposition” that

“‘And,’ in grammatical terms, is of course a

conjunction—a word whose function is to connect

specified items.”). The word “and” is used

conjunctively throughout the CARES Act and

elsewhere in § 636. See e.g. 15 U.S.C. §

636(a)(36)(E)(i)(I)) (“[T]he maximum loan amount

shall be the lesser of—the sum of—the product

obtained by multiplying—the average total monthly

payments by the applicant for payroll costs …; by 2.5;

and the outstanding amount of a loan under

subsection (b)(2) …; or (II) …”; 15 U.S.C. §

636(a)(36)(M)(i)(I) (“[T]he term ‘impacted borrower’

means an eligible recipient that— (aa) is in operation

on February 15, 2020; and (bb) has an application for

15

a covered loan that is approved or pending approval

on or after March 27, 2020.”); See In re Jackson

Masonry, LLC, 906 F.3d 494, 501 (6th Cir. 2018) (“the

same words in the same statute mean the same

thing”). Under this straightforward reading, the

statute covers “payments of any compensation to …

[an] independent contractor” made by a business like

Veltor to keep its contractor workforce on the job

during the covered period.

ii. The Act’s Structure

The ruling below reads the two clauses of the

definition—(aa) and (bb)—as describing “two distinct

universes,” one for employers paying employees and

one for the self‑employed (sole proprietors and

independent contractors) counting only what they

earn for themselves—“[n]ever the twain shall meet.”

Veltor Underground, LLC v. U.S. Small Bus. Admin.,

143 F.4th 727, 733 (6th Cir. 2025). That reading

misapprehends subsection (bb)’s text vis a vis (aa) in

several ways.

First, the Sixth Circuit’s reading creates superfluity

in the statute. Reading subsection (bb) to capture only

what sole proprietors and independent contractors

pay themselves impermissibly collapses the phrase

“compensation to” into “income of,” thereby erasing

words Congress chose and violating the canon against

surplusage. Corley v. United States, 556 U.S. 303, 314

(2009). Under ordinary usage, “compensation” can

denote amounts given as well as amounts received.

See Compensation, The American Heritage Dictionary

(5th ed. 2022) (“Something, such as money, given or

received as payment or reparation, as for a service or

loss.”) (def. 2). And, here, Congress paired

“compensation to” with “income of” in the same clause.

16

15 U.S.C. § 636(a)(36)(A)(viii)(I)(bb). The best reading

would give both phrases operative effect—reading

“compensation to” as amounts given and “income of”

as amounts received. Moreover, Congress listed

several explicit exclusions from “payroll costs” but

never excluded payments to independent contractors.

15 U.S.C. § 636(a)(36)(A)(viii)(II). Under standard

principles of expressio unius, this omission confirms

that such payments are included—not silently written

out as surplusage. Russello v. United States, 464 U.S.

16, 23 (1983) (“Where Congress includes particular

language in one section of a statute but omits it in

another section of the same Act, it is generally

presumed that Congress acts intentionally and

purposely in the disparate inclusion or exclusion.”)

Second, the majority’s reading leads to structural

anomalies not compelled by the text. Congress

expressly excluded certain employee‑specific items

from “payroll costs,” but it also directed lenders

evaluating eligibility to consider whether a borrower

“paid independent contractors.” 15 U.S.C. §

636(a)(36)(A)(viii)(II);

15

U.S.C.

§

636(a)(36)(F)(ii)(II)(bb)(BB). Why would Congress

highlight contractor payments for eligibility while

silently barring those same payments from the

borrower’s “payroll costs?” The Sixth Circuit claims

that this clause merely polices bona fide, pre‑existing

operations—weeding

out

“fake

businesses,

established solely to capitalize on the program”—and

does not address how payroll costs are determined.

Pet. App. 19a. But, as Judge White noted, the

requirement is purposeless if contractor payments

never count as payroll costs. Id. at 25a. And the

requirement would duplicate the statute’s separate

17

“in operation on February 15, 2020” criterion.

U.S.C. § 636(a)(36) (F)(II)(ii)(aa).

15

Third, the “double‑dipping” concern does not justify

rewriting (bb), not least because it’s never happened.

The government has never identified a single instance

of this alleged phenomenon actually occurring in the

real world—and, since no new PPP loans are being

provided, there is no specter that it would ever occur

in the future. And it is not surprising that no

instances of double-dipping have ever been recorded,

as the plain text suffices to prevent the practice.

Recall that Congress defined “payroll costs” to include

“the sum of payments of any compensation to or

income of a sole proprietor or independent contractor.”

15 U.S.C. § 636(a)(36)(A)(viii)(I)(bb). Just as this

Court reads the word “and” conjunctively, it reads the

word “or” disjunctively. See Loughrin v. United States,

573 U.S. 351, 357 (2014) (“[The] ordinary use [of the

word ‘or’] is almost always disjunctive, that is, the

words it connects are to be given separate

meanings.”). Under a disjunctive construction, the

statute allows either the payer’s “compensation to” a

contractor or the contractor’s own “income”—but not

both—to be counted toward forgiveness. That

commonsense reading eliminates the possibility of

duplicative claims without rewriting subsection (bb)

to erase “compensation to.” In any event, the

program’s existing documentation and certification

requirements at origination and forgiveness already

prevent abuse. It is a routine screening process:

borrowers must substantiate how they used proceeds

and attest to eligibility, while lenders and SBA review

those submissions before forgiveness is granted. See

15 U.S.C. § 636m(l)(1)(A)(i)(II)(bb); id. 636m(l)(1)(B).

18

The government’s hypothetical of simultaneous

claims by payor and payee is thus a strawman—

textually avoidable and practically addressable. It

provides no basis to disregard Congress’s inclusion of

payments “to” independent contractors within

“payroll costs.” Oncale v. Sundowner Offshore Servs.,

Inc., 523 U.S. 75, 79 (1998) ([I]t is ultimately the

provisions of our laws rather than the principal

concerns of our legislators by which we are governed.”)

Fourth, while attempting to scrupulously wrench

inconsistencies from the statute’s plain text, the Sixth

Circuit declined to grapple with the absurdity created

by its own interpretation: How do independent

contractors like Veltor’s get paid? “[T]hrough their

own loans,” Pet. App. 22a is no answer. Veltor’s

independent contractors received money from Veltor

for doing Veltor’s work. The Sixth Circuit would have

them receive money to compensate themselves. But

for what? To work for Veltor? To twiddle their thumbs,

do nothing, and leave Veltor in the cold? If there is no

role for Veltor in the distribution of these funds then

there is no mechanism requiring these independent

contractors to continue to work for Veltor. The Sixth

Circuit provided no insight into how its proposed

system would work for the material segment of

American businesses that are structured like Veltor.

Rather, its topsy-turvy loan-to-yourself-to-payyourself-to-keep-working-for-somebody-else view of

the PPP’s scheme creates more questions than it

answers. The CARES Act was meant to provide

continuity in the midst of turbulence, and the panel’s

holding does anything but that.

Fifth, though the panel majority “t[ook] the point”

that “it would be unfair to tell” small businesses “that

19

they cannot rely on the guidance they are given,” it

hand-waived that concern by pointing to perceived

specific deficiencies with Veltor’s application which

made it “not a poster boy for unfair treatment.” Pet.

App. 22a. (A characterization with which Judge White

rightly took issue. Id. at 27a–28a.) But the panel

majority’s myopia overlooks the relevant interpretive

principle—that “affected individuals … are entitled to

assume statutory terms bear their ordinary meaning.”

Niz-Chavez v. Garland, 593 U.S. 155, 163 (2021). That

is particularly true when the affected party is

unsophisticated. Loper Bright Enters. v. Raimondo,

603 U.S. 369, 438–39 (2024) (Gorsuch, J., concurring)

(“Sophisticated entities and their lawyers may be able

to keep pace with rule changes affecting their rights

and responsibilities. They may be able to lobby for

new ‘reasonable’ agency interpretations and even

capture the agencies that issue them. But ordinary

people can do none of those things.” (cleaned up)). And

indeed there are many such unsophisticated affected

parties with claims totaling perhaps north of $100

billion dollars. See infra.

Sixth, the decision below effectively says that the

SBA was free to ignore the statute's plain text and

instead limit PPP eligibility exclusively to applicants

with W-2 employees. Under the major questions

doctrine articulated in West Virginia v. EPA (597 U.S.

697, 723 (2022)) and Justice Barrett's concurrence in

Biden v. Nebraska, agencies must point to clear

congressional

authorization

before

exercising

authority over questions of vast economic and political

significance. 600 U.S. 477, 507 (2023) (Barrett, J.,

concurring) The district court did not meaningfully

engage with this delegation issue. This position

20

conflicts with the PPP's manifest purpose of

expanding eligibility to assist struggling businesses

during the pandemic. Notably, the restriction on

entities without W-2 employees does not exist in the

standard Section 7(a) loan program upon which the

PPP was engrafted. If Congress intended to grant

SBA authority to exclude entire categories of

otherwise eligible businesses from PPP participation,

one would expect clear statutory language to that

effect—yet none exists. To the contrary, the plain

language of the statute expressly includes payments

to independent contractors—and such payments are

entirely absent from the statutory exclusions.

Under the best reading of (aa) and (bb), then,

“payroll costs” includes payments “to” independent

contractors—particularly for borrowers, like Veltor,

who had no employees during the covered period and

thus fall squarely within (bb) without creating any

employee‑related complications. In rejecting that

reading, the Sixth Circuit jettisoned this Court’s

longstanding tradition of textual fidelity over policy

concerns that the statute’s text itself largely resolves.

II. The Decision Below Exacerbates a Pattern

of Confusion Among the Circuits

While three circuits have now reached the same

outcome on the proper construction of “payroll costs,”

the path to those holdings reflects the confusion and

consternation the SBA’s position has caused

throughout the federal judiciary. The other circuits

advancing Veltor’s basic holding are the Fifth Circuit

in Seville Indus., L.L.C. v. United States Small Bus.

Admin., 144 F.4th 740 (5th Cir. 2025), and now the

Third Circuit in Essintial Enterprise Solutions LLC v.

21

SBA, No. 25-1367, 2026 WL 276342 (3d Cir. Feb. 3,

2026). In Seville, the Fifth Circuit separated

employees and contractors into distinct buckets while

raising familiar double-dipping concerns. The Fifth

Circuit affirmed summary judgment for the SBA,

opting to limit forgiveness to amounts tied to

employee payroll. Essintial Enterprise features

similar facts: Essintial obtained a $7.028 million PPP

loan in April 2020; after it sought full forgiveness, the

SBA approved only partial forgiveness on the ground

that the loan amount and forgiveness impermissibly

included compensation to independent contractors.

Essintial, 2026 WL 276342, at *1. The Office of

Hearings and Appeals (OHA) affirmed. Unpersuaded

by Veltor or Seville, however, the Middle District of

Pennsylvania reversed, holding that “[t]he law does

not support the SBA’s conclusion that independent

contractor expenses cannot be included in plaintiff’s

‘payroll costs’ of the Loan.” See Essintial Enter. Sols.,

LLC v. SBA, No. 1:22-cv-1507, 2024 WL 5248242, at

*10 (M.D. Pa. Dec. 30, 2024). The District Court made

clear that the act’s “statutory language… [did] not

permit… double dipping,” and reasoned that “[t]he

court cannot refer to other statutory provisions to

create an ambiguity in a statute where no ambiguity

exists otherwise.” Id. at *8, *9.

On appeal, the Third Circuit reversed. 2026 WL

276342, at *8. But the manner in which it lost is

telling. The Third Circuit did not find that the

statutory

text

compelled

the

government's

interpretation—indeed, Judge Bove acknowledged

that ”[r]easonable minds could differ on this one, and

some already have,” and described the interpretive

question as “not a routine ground ball.” Id. at *1, *2.

22

Rather, the Third Circuit bought into the policy

concerns the government concocted—the same

double-dipping

anxieties,

foreign-contractor

hypotheticals, and anti-fraud worries that have

driven the SBA’s interpretation from the start. Id. at

*5-*8. As petitioner has shown above, these concerns

are extratextual and misplaced. And importantly,

even as the Third Circuit sided with the government

on the merits, it candidly recognized the equitable

tension in its ruling. Judge Bove acknowledged

Essintial’s “bait-and-switch” argument, noting the

company’s reliance on conflicting guidance and the

harsh consequences of the SBA’s belated enforcement

posture. Id. at *8. While the court ultimately declined

to let equity override its statutory interpretation, it

devoted an entire section to Essintial’s “forceful

arguments” and the “sympathetic” circumstances

facing pandemic-era businesses. Id. at *6. 2

The Third, Fifth, and Sixth Circuit decisions

collectively demonstrate that the doctrine at issue has

given the lower courts considerable pause. While the

circuits have now aligned on the outcome, their

reasoning reflects unease with the government's

position and repeated acknowledgment of the

“forceful” counterarguments. Id. at *6. That three

circuit panels felt compelled to embrace policy

concerns over textual clarity—concerns that can be

addressed through less draconian means—only

confirms that this Court's intervention is necessary to

2 At oral argument in the Third Circuit, SBA counsel

confirmed that companies which employ independent

contractors rather than W-2 workers (like Veltor) are simply

ineligible for PPP loans under the agency’s interpretation.

23

resolve a fundamental question about statutory

interpretation in emergency legislation.

III. This issue is important and recurring.

A. The issue has high stakes and broad

implications.

The Sixth Circuit’s interpretation carries

important, far-reaching consequences; namely, it

reads America’s predominant business model out of a

statute meant to protect American businesses. The

modern small‑business economy is built on flexible

workforces, with firms staffing up and down through

independent contractors rather than W‑2 payroll. As

of July 2024, the SBA reported that approximately

81.9% of small businesses were nonemployer firms.

U.S. Small Business Administration, Office of

Advocacy, Frequently Asked Questions About Small

Business (July 2024). Of those nonemployer firms,

36%—about

10.25 million—used

independent

contractors to perform core functions, and contractor

reliance was even higher among firms facing

labor‑supply constraints (62%). 2025 Report on

Nonemployer Firms: Findings on Hiring Plans from

the 2024 Small Business Credit Survey, Fed. Reserve

Banks (Oct. 2025). By recasting “compensation to …

[an] independent contractor” as only the contractor’s

own self‑pay, the Sixth Circuit erases an immense

swath of the small‑business landscape.

That decision implicates substantial moneys.

Across the PPP program, lenders approved roughly

11.47 million loans totaling about $792.6 billion. As of

Jan. 1, 2023, about 940,000 PPP loans had not been

forgiven; sole proprietors and independent contractors

account for a substantial share of these unforgiven

24

loans. U.S. Gov’t Accountability Off., GAO-22-105291,

Significant

Improvements

Are

Needed

For

Overseeing Relief Funds And Leading Responses To

Public Health Emergencies 181 (2022). While only 3%

of all businesses with 10 or more employees have

unforgiven loans, roughly 13% of the smallest

businesses (sole proprietors) are in this camp. Id. For

these businesses—like Veltor—the stakes are

existential.

B. The issue is bound to recur and now is the

right time to address it.

The PPP was a one-time, emergency response that

Congress designed to operate at “warp speed.” Press

Release, Senator Mitch McConnell, McConnell:

Kentuckians and All Americans Should Accept the

COVID-19 Vaccine (Dec. 16, 2020). Its statutory and

administrative architecture has now fully closed—

meaning the legal questions it spawned are at peak

ripeness and will dissipate as forgiveness reviews are

completed and disputes time out. That temporary

nature means that there is a closed universe of PPP

cases—but, as expiries loom, courts host frequent and

recurring litigation as to the remainder.

The PPP was launched on April 3, 2020, and closed

to new lending on June 30, 2021, after a series of short

extensions, making it broad in scope but short in

duration. Research Serv., R46397, SBA Paycheck

Protection Program (PPP) Loan Forgiveness: In Brief

1 (2021). Within that compact window, however, 5,467

lenders approved nearly 12 million loans totaling

almost $800 billion to keep workers paid. SBA,

Paycheck Protection Program (PPP) Report,

Approvals Through 05/31/2021, at 2. As a result, the

25

statutory question presented here—whether “payroll

costs” include payments to independent contractors—

affects a large universe of borrowers, lenders, and

contractors whose loans and forgiveness applications

were processed during that closed period and who are

now confronting final determinations.

The Court’s window to address this question is

closing. Congress designed forgiveness to follow

origination on statutory timelines, and the SBA

established a review-and-audit regime that matures

over a finite horizon. Indeed, forgiveness can be

sought up to five years from the loan date—meaning

the wave of contested determinations is cresting now.

U.S. Small Bus. Admin. Paycheck Protection Program

Loan Forgiveness FAQs (SBA & Treasury) (May 9,

2024) at 33. As forgiveness files close and loans are

either fully forgiven, partially forgiven, or converted

to repayment, the opportunity for this Court to resolve

the interpretive question with system-wide effect will

narrow dramatically. In addition, public data

dashboards supporting granular PPP analytics have

already begun to sunset, a further sign that the

administrative lifecycle is winding down. 3 The upshot

is that the remaining claims are being adjudicated

right now. As of early 2023, roughly 940,000 loans

had not yet been forgiven, with sole proprietors and

independent contractors representing a substantial

share of the unforgiven population. GAO-22-105291.

The interpretive issue remains live in a large subset,

and courts will face a deluge of these claims as the

statute of limitations nears its end.

3 Remaining Dashboards visible at pandemicoversight.gov.

26

That said, due to the compressed timeline, analysis

will not benefit from further percolation. The

questions at issue have already been fully joined in

the lower courts, producing the conflicting analyses

and outcomes discussed above. See supra at 18. The

government’s own briefs below acknowledge the

centrality of the statutory definition to a “symmetrical

and coherent” forgiveness scheme, and district courts

have expressly divided over its meaning. Pet. App.

50a (quoting FDA v. Brown & Williamson Tobacco

Corp., 529 U.S. 120, 133 (2000)). Further delay will

not generate a richer record or a broader conflict

toward that end—only disparate outcomes for

similarly situated borrowers and lenders based on

timing and geography.

IV. This case is an ideal vehicle for resolving the

question presented.

This case cleanly presents the statutory question

and nothing else. It arises on a final judgment after a

straightforward administrative record review and

cross-motions for summary judgment, with no

threshold obstacles or collateral issues that could

obscure the merits. Petitioner’s business model

squarely tees up the precise interpretive dispute

about whether “payroll costs” include payments to

independent contractors, and the court below

expressly acknowledged that the relevant text—read

at the granular level—is unambiguous in Petitioner’s

favor before turning to broader policy concerns. That

posture makes this case a textbook vehicle for

resolving an issue that affects thousands of pending

forgiveness determinations.

27

A. Veltor only has independent contractors.

Petitioner is a small business that, during the

relevant period, had no W-2 employees and satisfied

its labor needs solely through independent

contractors. Its loan application reflected that “[t]he

only wages paid were via 1099’s,” Pet. App. 40a

(citation omitted). And the record confirms Petitioner

did not compensate any employees in the covered

period. Petitioner sought and received a PPP loan to

continue paying those contractors, used the loan

proceeds consistently with the statute’s 60% payrollcosts requirement, and then sought forgiveness. Pet

App. 39.

Because Petitioner had no employees at all, there is

no complication about parsing mixed baskets of

payroll costs, no need to apportion between employees

and contractors, and no question whether any

residual forgiveness could rest on employee

compensation. The case thus presents the statutory

question in its purest form: Whether payments to

independent contractors are “payroll costs” for a

borrower that relied exclusively on contractors.

Crucially, this is not a case about peripheral

vendors or incidental services; the independent

contractors were the workforce that enabled

Petitioner to operate. Veltor sought a PPP loan

precisely to keep paying those individuals and

maintain ongoing operations amid pandemic

disruption, and it used the funds accordingly during

the covered period. That factual posture makes the

interpretive question outcome determinative: If the

statute’s definition embraces payments “to”

independent contractors, Petitioner qualifies; if it

does not, Petitioner is categorically excluded despite

28

having used PPP funds to preserve the very labor

relationships that kept the business open.

The district court in this case repeatedly recognized

that the statutory text “is unambiguous and supports

Veltor’s argument,” when read in isolation. Pet. App.

47a. That was because “payroll costs” are defined to

include “the sum of payments of any compensation to

or income of a … independent contractor.” Id. at 36a.

The court acknowledged that the ordinary,

conjunctive meaning of “and” linking subsections (aa)

and (bb) favors Petitioner and that nothing in the text

itself bars a business from compensating both

employees and independent contractors. The court

nevertheless departed from that unambiguous

reading by invoking broader program “context” and

policy concerns about symmetry, documentation, and

so-called “double-dipping”—precisely the sort of

interpretive move this Court should now reject. That

posture underscores the suitability of this vehicle. The

lower court’s textual analysis is preserved and

developed; it states the competing readings with

clarity; and it expressly pivots from text to extratextual considerations. This Court can decide the

question of statutory meaning on a clean record

without

grappling

with

factual

disputes,

administrative fact-finding, or unresolved alternative

grounds.

B. This vehicle presents no unnecessary

complications.

This case comes to the Court free of jurisdictional

tangles or ancillary legal issues. To begin, the case is

devoid of jurisdictional problems. The district court

exercised federal-question jurisdiction under 28

29

U.S.C. § 1331 (and related provisions) to review final

agency action under the APA after the SBA’s Office of

Hearings and Appeals denied forgiveness and that

decision became final. The court entered final

judgment on cross-motions for summary judgment;

Petitioner timely noticed its appeal; and the court of

appeals exercised jurisdiction under 28 U.S.C. § 1291.

There is no dispute about timeliness, finality,

standing, or mootness and the administrative record

is complete.

Moreover, the narrow textual question herein

discussed is the only legal issue in the case; no

antecedent or alternative issues stand in the way of

resolving the statutory question. Petitioner’s claims

were resolved on the merits and do not depend on

constitutional challenges, equitable doctrines, or

remedial wrinkles. Indeed, the district court rejected

separate arguments concerning retroactivity and

estoppel, and Petitioner did not renew them on

appeal-ensuring that the only question presented is

the meaning of “payroll costs” under the CARES Act.

In short, this case isolates the dispositive statutory

issue in a posture that allows the Court to provide

definitive guidance. Petitioner’s contractor-only

workforce eliminates mixed-expense complications;

the district court’s analysis crystallizes the competing

readings and candidly acknowledges the textual

strength of Petitioner’s position; and the absence of

jurisdictional or collateral issues guarantees that the

Court’s resolution will directly govern the thousands

of pending forgiveness determinations that turn on

the same statutory text.

30

CONCLUSION

The Court should grant the petition.

February 9, 2026

Respectfully submitted,

Mary Claire Davis

West Virginia University

College Of Law

U.S. Supreme Court

Litigation Clinic

101 Law Center Drive

Morgantown, WV 26506

Lawrence D. Rosenberg

Counsel of Record

Mario E. Fiandeiro

Jack Kieffaber

JONES DAY

51 Louisiana Avenue,

N.W.

Washington, DC 20001

+1.202.879.3939

ldrosenberg@jonesday.com

Counsel for Petitioner