The Securities and Exchange Commission (SEC) today announced settled charges against Nipun Kumar Jami of San Jose, California for insider trading in advance of a November 19, 2025 public announcement that Adobe Inc. had entered into an agreement to acquire Semrush Holdings, Inc.

According to the SEC’s order, on November 7, 2025, Jami learned about the imminent acquisition of Semrush from his spouse, an employee of Adobe whose work related to mergers and acquisitions. The order finds that Jami knew or was reckless in not knowing that he was expected to maintain the confidentiality of the information that he learned related to the acquisition of Semrush and had a duty of trust and confidence to his spouse not to trade in Semrush securities on the basis of that information.

Further, the order further finds that between November 8 and 18, 2025 Jami made a series of bullish trades in Semrush securities, including buying out-of-the-money call options, on the basis of the material nonpublic information he had learned about Semrush’s imminent acquisition.

As found in the order, on November 19, 2025, following the pre-market announcement of the merger agreement, Semrush’s stock price increased by 74% from the prior day’s closing price, and, on the same day, Jami sold all of his Semrush securities for a profit of $1,317,233. According to the SEC’s order, Jami voluntarily reported his Semrush securities trading to the Commission staff approximately one month after the acquisition was announced and thereafter cooperated in the Commission’s investigation.

The SEC’s order finds that Jami violated the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

Without admitting or denying the findings, Jami consented to the issuance of a cease-and-desist order and agreed to pay disgorgement of $1,317,233 and a civil money penalty of $658,617, for a total of $1,975,850.