Nipun Kumar Jami, 35, a project manager at a publicly traded Silicon Valley technology company and a resident of San Jose, California, was married to an employee of Adobe Inc. whose job in November 2025 involved highly confidential work on Adobe’s impending acquisition of Semrush Holdings, Inc., an online digital marketing platform. Jami and his spouse had a history and practice of sharing confidences, communicating regularly and relying on each other for emotional and financial support. On November 7, 2025, in the course of a conversation about their work schedules, Jami’s spouse mentioned that they were working on matters related to Adobe’s imminent acquisition of Semrush and expected to work long hours through around November 20. Jami, who had worked at public companies and knew that trading on material nonpublic information obtained through employment is illegal, used what he learned to make a series of bullish bets on Semrush. Between November 8 and 18, 2025, he deposited about $173,000 into his brokerage account and sold roughly $500,000 of other securities to raise cash, then bought Semrush call options and 50,000 shares of Semrush stock ahead of the announcement. On August 6 and in the May 2026 amended order, the SEC found that Jami reaped $1,317,233 in illicit profits, and also found that he had voluntarily self-reported his own trading within a month. Trading on confidential deal information obtained through a close relationship also defined the cases against Benjamin Tesfaye, who traded on his girlfriend’s merger work, and Weizheng Zeng, who traded the deal he was assigned to vet.
Without admitting or denying the findings, Jami consented to a cease-and-desist order and agreed to pay disgorgement of $1,317,233 and a civil penalty of $658,617, for a total of $1,975,850. The SEC expressly noted that it was not imposing a larger penalty because of Jami’s cooperation. His self-reporting, which came within days of the trades and before any enforcement inquiry, is what separates this case from the ordinary insider trading prosecution.
$500K Raised in Ten Days and Poured Into Out-of-the-Money Semrush Calls
The trading pattern the SEC documented shows a rapid, deliberate accumulation of a leveraged position. Between November 14 and 18, 2025, Jami bought Semrush call options in three tranches: 750 out-of-the-money contracts for $35,032, then 700 more for $17,030, then 1,150 contracts for $118,668. After the market closed on November 18, he bought 50,000 shares of Semrush stock for $344,461. To fund these purchases, he deposited approximately $173,000 into his brokerage account and generated roughly $500,000 in cash by selling securities he already owned. The complaint notes that Jami continued buying Semrush securities during this window because he observed his spouse working long hours and believed the acquisition could be announced any day. The out-of-the-money call options, which pay off only if the stock rises above the strike price, are the instrument of a trader who knows a specific catalyst is coming.
The catalyst arrived on schedule. Before the market opened on November 19, 2025, Adobe and Semrush announced that Adobe would acquire Semrush for $12 per share in an all-cash deal valued at approximately $1.9 billion. Adobe had first offered $12 per share on October 14, 2025, when Semrush closed at $7.18, and the two companies signed the definitive agreement on November 18, the same day Jami made his largest purchases. On announcement day, Semrush stock rose sharply and closed at $11.76, a 74% increase from the prior day’s close of $6.76. Jami sold his options and stock the same day for total proceeds of $1,832,424, realizing $1,317,233 in profit.
A Self-Report Within a Month That Reduced the Penalty
What happened after the trades is unusual. Jami did not withdraw the proceeds from his brokerage account. Within days of selling the Semrush securities, he told his spouse that he had placed the trades based on what he had learned from them about the acquisition. Then, through counsel, he contacted the SEC staff on December 17, 2025, to self-report the conduct and discuss a resolution, and he cooperated with the ensuing investigation. The SEC credited this cooperation directly, stating in the order that it was not imposing a civil penalty larger than $658,617 because of his self-reporting and remedial efforts. In a typical insider trading case, the civil penalty can reach up to three times the profit. Here, the penalty was set at roughly half the disgorgement amount, a concrete illustration of the value the SEC places on prompt self-reporting. The disgorgement itself, $1,317,233, represents the full return of his profit to the U.S. Treasury.
Trading on a Spouse’s Confidence, With the Duty That Comes With It
The legal theory in Jami’s case rests on the duty of trust and confidence that exists between spouses who share confidences, combined with Adobe’s insider trading policy, which prohibits employees and their spouses from trading on material nonpublic information learned through the employee’s work. Jami knew his spouse worked on mergers and acquisitions at Adobe, knew the Semrush information was material and nonpublic, and knew he was expected to keep it confidential. By trading on it, he misappropriated information that belonged to Adobe and its deal process and breached the duty he owed his spouse. The misappropriation theory of insider trading captures exactly this situation, where the trader is not an insider of the target company but obtains confidential deal information through a relationship of trust and exploits it. Jami’s spouse was not charged, and the order does not suggest the spouse knew of or approved the trades.
Conclusion
Nipun Kumar Jami learned from his spouse, who was working long hours on the deal at Adobe, that Adobe was about to buy Semrush. He raised half a million dollars in ten days, bought Semrush calls and 50,000 shares, and made $1.3 million when the stock jumped 74% on the announcement. Then he did something most insider traders never do: he told his spouse what he had done, called the SEC within a month, and cooperated. He paid back every dollar of profit and a penalty set at half that amount rather than triple it, because he turned himself in. The trade was still illegal. The information was still misappropriated. But the self-report changed the price he paid for it.
