Brian M. Kashman

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 26359 / July 22, 2025

Securities and Exchange Commission v. Brian M. Kashman, No. 2:25-cv-02554 (D. Ariz. filed July 21, 2025)

SEC Charges Scottsdale Resident with Insider Trading

The Securities and Exchange Commission on July 21, 2025, filed settled insider trading charges against Brian M. Kashman, a resident of Scottsdale, Arizona, for trading in the stock of US Xpress Enterprises, Inc. based on material, nonpublic information about the potential acquisition of US Xpress learned from a long-time friend who was an insider at the potential acquiror. 

According to the SEC’s complaint, filed in the U.S. District Court for the District of Arizona, Kashman met in person with his friend, who held a senior position at Knight-Swift Transportation Holdings, Inc., a trucking company headquartered in Phoenix, Arizona. The complaint alleges that the insider mentioned to Kashman that Knight-Swift was in negotiations to buy US Xpress, information the insider knew was material and nonpublic. As alleged, the insider trusted his friend to keep the information confidential and did not expect Kashman to trade on the information. The day after their meeting, the complaint alleges, Kashman sold $30,000 worth of shares of a mutual fund he held and used those proceeds, and additional funds, to purchase 18,200 shares of US Xpress at $1.67 per share. When US Xpress announced on March 21, 2023 that Knight-Swift made an offer to purchase US Xpress, the price of US Xpress stock rose nearly 300%, according to the complaint. On the following day, as alleged, Kashman sold all of his US Xpress shares for $5.95 per share, resulting in illicit profits of $77,723.

The complaint charges Kashman with violating the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Kashman, without admitting or denying the allegations in the SEC’s complaint, has consented to the entry of a final judgment imposing permanent injunctive relief, which would enjoin him from violating the charged provisions, and order him to pay disgorgement of $77,723 plus prejudgment interest of $12,201, and a civil penalty of $77,723. The judgment is subject to court approval. 

The SEC’s investigation was conducted by David Frisof and Brian Vann and was supervised by Brian O. Quinn and Michael Brennan, all of the SEC’s Home Office. The SEC appreciates the assistance of the Financial Industry Regulatory Authority.