SEC v. RONALD SMITH, No. 1:26-cv-02582, Southern District of New York (Mar. 30, 2026) — Complaint
raw: SEC v. RONALD SMITH
SEC v. RONALD SMITH, No. 1:26-cv-02582 (S.D.N.Y. Mar. 30, 2026)
Exhibit of Ronald Smith
Classified insider-trading(confidence 100%). EDGAR detection: forms 4/3/5/144· recall 81% / precision 19%. detection rule →
Statutes
15 U.S.C. § 78j(b)15 U.S.C. § 78u(d)15 U.S.C. § 78u(e)15 U.S.C. § 78u-1(a)15 U.S.C. § 78u15 U.S.C. § 78aa15 U.S.C. § 78u-117 C.F.R. § 240.10b-5Section 10(b) of the Securities Exchange ActRule 10b-5
Parties
Securities and Exchange CommissionRONALD SMITH
Keywords
executive assistantsmithinvestment bankmaterial nonpublicmeadowteixeiranonpublic informationexecutiveassistantinformationscoreindividualinvestmentmaterialbank
Extracted insights
Dollar amounts 20
- $50.00B $50 billion ≥$1B
- $2.00B $2 billion ≥$1B
- $6.00M $6 million $1M–$10M
- $4.60M $4.6 million $1M–$10M
- $637K $637,491 $100K–$1M
- $530K $530,000 $100K–$1M
- $500K $500,000 $100K–$1M
- $484K $484,000 $100K–$1M
- $225K $225,000 $100K–$1M
- $93K $93,057 $10K–$100K
- $47K $47,000 $10K–$100K
- $25K $25,000 $10K–$100K
Entities 7
- person executive assistant
- person investment bank
- person jordan meadow
- person material nonpublic information
- person ronald smith
- agency Securities and Exchange Commission
- person steven teixeira
Triples 15
- Ronald Smith traded securities of Score and VMWare
- Ronald Smith violated Section 10(b) of the Securities Exchange Act of 1934
- Ronald Smith had access to brokerage account of Individual 2
- Ronald Smith earned more than $530,000 in his own account
- Ronald Smith earned more than $25,000 in Individual 2's account
- Jordan Meadow traded securities based on material nonpublic information
- Jordan Meadow shared information with Ronald Smith
- Jordan Meadow offered to compensate Steven Teixeira and Individual 1
- subject is a registered representative of the Brokerage Firm
- Steven Teixeira misappropriated material nonpublic information from Executive Assistant's laptop
- Steven Teixeira shared information with Individual 1 and Jordan Meadow
- Executive Assistant worked at Investment Bank
- Executive Assistant had access to material nonpublic information
- Securities and Exchange Commission filed action against Jordan Meadow and Steven Teixeira
- Securities and Exchange Commission seeks final judgment against Ronald Smith
PDF
Text layers
Extracted body text (30,421c)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,
Plaintiff,
v.
RONALD SMITH,
Defendant.
COMPLAINT
JURY TRIAL DEMANDED
CASE NO. 1:26-cv-02582
Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint
against Defendant Ronald Smith (“Smith”), alleges as follows:
SUMMARY
1. This action concerns Smith’s insider trading in the securities of two issuers based
on material nonpublic information Smith received from his close friend and colleague, Jordan
Meadow (“Meadow”), who was in possession of material nonpublic information received from
his friends, Steven Teixeira (“Teixeira”) and Individual 1.1
2. Smith and Meadow were at all relevant times registered representatives at a New
York-based registered broker dealer (the “Brokerage Firm”).
3. Teixeira lived and had a romantic relationship with an executive assistant (the
“Executive Assistant”) who worked at a New York-based investment bank (the “Investment
Bank”) during the relevant period.
1 On June 29, 2023, the Commission filed an action against Meadow and Teixeira for their roles in the insider
trading scheme, SEC v. Meadow, et. al., Case No. 23-cv-05573 (S.D.N.Y.), which is presently stayed pending the
resolution of the parallel criminal proceeding against Meadow, United States v. Meadow, 23-cr-313 (S.D.N.Y.).
2
4. Because of her role at the Investment Bank, the Executive Assistant had access to
material nonpublic information relating to mergers and acquisitions involving the Investment
Bank’s clients. The Executive Assistant had access to this information on her laptop computer,
which she left unattended in the apartment she shared with Teixeira.
5. From in or about late 2020 through in or about May 2022, Teixeira
misappropriated material nonpublic information from the Executive Assistant’s laptop.
6. The material nonpublic information related to the securities of Domtar
Corporation (“Domtar”), CDK Global, Inc. (“CDK”), Score Media and Gaming, Inc. (“Score”)
and VMWare, Inc. (“VMWare”), among others.
7. Teixeira shared the material nonpublic information that he misappropriated
concerning Domtar and CDK with Individual 1 and Meadow, among others. Teixeira also shared
the material nonpublic information that he misappropriated concerning Score and VMWare with
Individual 1, who then shared it with Meadow.
8. Meadow traded securities based on the material nonpublic information that he
obtained from Teixeira and Individual 1 and shared the information, including that the
information had been misappropriated, with his friend and co-worker, Smith.
9. Smith profitably traded securities of Score and VMWare based on the material
nonpublic information that he received from Meadow and knew that the information had been
obtained in breach of a duty or misappropriated.
10. Meadow and Smith also used the misappropriated information to recommend
profitable trades to their shared customers at the Brokerage Firm, for which they received
commissions.
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11. Smith also had access to the brokerage account of his then girlfriend and now
wife, Individual 2, and caused trades to be placed in that account with the material nonpublic
information.
12. In exchange for the material nonpublic information, Meadow offered to
compensate Teixeira and Individual 1, including discussing providing them with Rolex watches.
Meadow and Smith discussed compensating Teixeira and Individual 1 in exchange for material
nonpublic information.
13. Smith’s illicit profits from trading based on the information he received from
Meadow totaled more than $530,000 in his own account and more than $25,000 in Individual 2’s
account.
14. Together, customers of Meadow and Smith made millions of dollars on timely
trades in the securities of Score, while Meadow and Smith also made hundreds of thousands
more in commissions.
VIOLATIONS
15. Defendant violated Section 10(b) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] by
engaging in the conduct this Complaint describes.
16. Defendant will engage in the acts, practices, transactions, and courses of business
set forth in this Complaint or in acts, practices, transactions, and courses of business of similar
type and object, unless he is restrained and enjoined.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
17. The Commission brings this action pursuant to Exchange Act Sections 21(d) [15
U.S.C. § 78u(d)], 21(e) [15 U.S.C. § 78u(e)] and 21A(a) [15 U.S.C. § 78u-1(a)].
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18. The Commission seeks a final judgment (a) permanently enjoining and restraining
Smith from violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5]; (b) permanently enjoining and restraining Smith from,
directly or indirectly, acting as or being associated with any broker, dealer, or investment adviser
pursuant to Section 21(d)(1) and (d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)]; (c)
ordering Smith to disgorge ill-gotten gains he received as a result of the violations this
Complaint alleges, and to pay prejudgment interest pursuant to Exchange Act Sections 21(d)(3),
(5) and (7) [15 U.S.C. §§ 78u(d)(3), (5) and (7)]; (d) ordering Smith to pay civil penalties
pursuant to Exchange Act Section 21A [15 U.S.C. § 78u-l]; and (e) ordering any other and
further relief the Court may deem just and proper.
JURISDICTION AND VENUE
19. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and
27 of the Exchange Act [15 U.S.C. §§ 78u(d), (e) and 78aa].
20. Venue in this District is proper pursuant to Section 27 of the Exchange Act [15
U.S.C. § 78aa]. During the relevant time period, Smith worked at the New York office of the
Brokerage Firm, which is located in this District. Defendant also may be found or transacts
business in the Southern District of New York, and certain of the acts, practices, and courses of
business constituting the violations of the federal securities laws alleged herein occurred within
the Southern District of New York.
DEFENDANT
21. Ronald Smith, age 37, lives in Stamford, Connecticut. He served as a registered
representative of the Brokerage Firm since in or about July 2013 through December 2023.
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OTHER RELEVANT INDIVIDUALS AND ENTITIES
22. Jordan Meadow served as a registered representative of the Brokerage Firm
from in or about 2018 through June 2023.
23. Steven Teixeira was, at relevant times, employed by an international payment
processing company as its Chief Compliance Officer and was a certified anti-money laundering
specialist.
24. Executive Assistant was, at relevant times, employed by the Investment Bank as
an executive assistant. At the Investment Bank, the Executive Assistant was responsible for,
among other things, scheduling meetings of the Investment Bank’s valuation and fairness
committees concerning potential transactions involving the Investment Bank’s clients. The
Executive Assistant had access to material nonpublic information relating to dozens of the
Investment Bank’s deals.
25. Individual 1 was at relevant times a friend of Teixeira and Meadow.
26. Individual 2 was at relevant times the romantic partner and now wife of Smith.
Smith had access to Individual 2’s brokerage account.
27. Investment Bank is a U.S.-based investment bank and financial services
company headquartered in New York, within the Southern District of New York.
28. Brokerage Firm is a U.S.-based brokerage firm with offices in New York, within
the Southern District of New York.
COMMONLY USED TRADING TERMS
29. A stock option, commonly referred to as an “option,” gives its purchaser-holder
the option to buy or sell shares of an underlying stock at a specified price (the “strike” price)
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prior to the expiration date. Options are generally sold in “contracts,” which give the option
holder the opportunity to buy or sell 100 shares of an underlying stock.
30. A “call” option gives the purchaser-holder of the option the right, but not the
obligation, to purchase a security at a specified strike price within a specific period of time.
Generally, the buyer of a call option anticipates that the price of the underlying security will
increase during that period of time.
FACTS
I. Teixeira Accessed the Investment Bank’s Material Nonpublic Information
31. The Executive Assistant worked for the Investment Bank from in or about 2014
through in or about February 2023.
32. The Executive Assistant had two primary responsibilities at the Investment Bank.
First, she supported several investment bankers. Second, she was responsible for scheduling
valuation and fairness committee meetings for the Investment Bank. These meetings related to
confidential potential transactions involving the Investment Bank’s clients, including potential
mergers and acquisitions of publicly traded companies.
33. Several bankers whom the Executive Assistant supported shared their Microsoft
Outlook calendars with her. The bankers’ calendar items were thus visible within the Executive
Assistant’s Outlook. Accordingly, anyone with access to the Executive Assistant’s Outlook
account would also have access to the calendars and calendar items of these bankers.
34. Deal teams working on transactions provided the Executive Assistant with
scheduling request forms for valuation and fairness committee meetings. These forms included
the names of the companies participating in, and the material terms relating to, the proposed
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deals. The Executive Assistant created and sent calendar invitations for the meetings, attaching
the scheduling request forms to the invitations.
35. The Executive Assistant lived at relevant times in an apartment in Queens, New
York that she shared with Teixeira.
36. The Executive Assistant and Teixeira shared confidences, including about their
relationship, their families, and their work and careers. The Executive Assistant trusted Teixeira
to maintain those confidences, and Teixeira knew that the Executive Assistant expected him to
keep the information confidential.
37. The Executive Assistant worked from the Queens, New York apartment she
shared with Teixeira starting in or about July 2020 and continuing into 2021. The Executive
Assistant accessed her work files and the Investment Bank’s Outlook application from home by
logging into the Investment Bank’s computer system via her personal laptop.
38. The Investment Bank’s online portal for employees working remotely locked
automatically after a period of inactivity. The system could detect that an employee was not
typing or moving their mouse, for example, and would require the employee to log in again to
access the Investment Bank’s files.
39. The Executive Assistant often left the apartment she shared with Teixeira during
the workday or otherwise left her laptop unattended.
40. Teixeira was familiar with the Executive Assistant’s work-from-home routine. In
particular, Teixeira was aware that the Executive Assistant left her laptop unattended at their
apartment during the workday.
41. Teixeira provided the Executive Assistant with a device that moved the Executive
Assistant’s mouse while she was away from her computer. This device simulated user activity
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and prevented the Investment Bank’s online portal from detecting that the Executive Assistant
was away from her computer, which would otherwise cause the system to lock and require the
Executive Assistant to log in to access the Investment Bank’s files.
42. The Executive Assistant asked Teixeira to check her work email while she was
away during the workday, and to alert her if she received emails that required her attention.
43. In providing Teixeira access to her laptop and work applications, the Executive
Assistant trusted Teixeira not to access or misappropriate the Investment Bank’s confidential
information for his own benefit.
II. Teixeira Misappropriated the Investment Bank’s Material Nonpublic Information
and Shared It With Others
44. In or about late 2020, Teixeira began misappropriating the Investment Bank’s
confidential information from the Executive Assistant’s laptop for his own benefit.
45. Teixeira accessed the Executive Assistant’s laptop while she was away—either
out of the room or away from the apartment entirely. Using his access, Teixeira reviewed the
Executive Assistant’s Outlook application to find valuation and fairness committee meetings
relating to mergers and acquisitions of public companies. He then reviewed the attachments
containing the party names and material terms of potential transactions involving the Investment
Bank’s clients.
46. Teixeira told others, including Individual 1 and Meadow, that he had access to
material nonpublic information through his access to the Executive Assistant’s laptop. He told
them that he did not have the Executive Assistant’s permission to take the Investment Bank’s
information and urged those who knew her not to tell the Executive Assistant about what
Teixeira was doing with that information.
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47. Teixeira shared material nonpublic information that he obtained from the
Executive Assistant’s laptop with Individual 1, Meadow, and others so that they could trade on
the basis of the information.
III. Meadow Obtained the Investment Bank’s Misappropriated Material Nonpublic
Information From Teixeira and Individual 1 and Shared It With Smith
48. Teixeira and Individual 1 discussed sharing the Investment Bank’s material
nonpublic information that Teixeira was obtaining from Executive Assistant’s laptop with
Meadow because Meadow worked in the securities industry and might compensate Teixeira and
Individual 1 for providing him with the material nonpublic information Teixeira obtained.
49. In or about March 2021, Teixeira, Meadow, and Individual 1 drove together from
New York to Hoboken, New Jersey.
50. The three of them discussed their insider-trading scheme during their drive.
51. Teixeira explained during the drive that he was in a romantic relationship with the
Executive Assistant and that the Executive Assistant worked for the Investment Bank.
52. Teixeira also told Meadow during the drive that Teixeira could obtain the
Investment Bank’s confidential merger and acquisition information regarding public companies
by accessing the Executive Assistant’s laptop, without the Executive Assistant’s knowledge,
when she left it unattended in their apartment.
53. As noted above, Teixeira explained to Meadow that he did not have the Executive
Assistant’s permission to take the Investment Bank’s information or to share that information
with others.
54. Teixeira further provided Meadow with material nonpublic information about
potential transactions involving Domtar and CDK that he had surreptitiously obtained from the
Executive Assistant’s laptop.
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55. Meadow then discussed the material nonpublic information he obtained from
Teixeira and Individual 1 about Domtar and CDK with Smith, including that Teixeira
misappropriated the information from the Executive Assistant.
56. Around this time, Meadow agreed to compensate Teixeira and Individual 1 for
providing him with the Investment Bank’s material nonpublic information by buying Teixeira
and Individual 1 Rolex watches. Meadow and Smith also discussed compensating Teixeira and
Individual 1 in exchange for the material nonpublic information.
57. The Domtar transaction that Teixeira had tipped Meadow about in March 2021
was publicly announced in May 2021 confirming the accuracy and value of Teixeira’s
information. Following the announcement, Meadow texted Teixeira seeking additional material
nonpublic information that he could trade on.
IV. Meadow Shares Material Nonpublic Information About Score with Smith
58. During the relevant period, Smith and Meadow shared an office at the Brokerage
Firm’s headquarters in Manhattan where they worked side by side when both were in the office.
They also texted each other on a near-daily basis about personal matters as well as work.
59. On occasion, Smith accessed Individual 2’s brokerage account while in his shared
office with Meadow.
60. Smith and Meadow had their own brokerage customers, as well as shared
customers of the Brokerage Firm, for which they split commissions equally.
61. At relevant times, Score traded on the Toronto Stock Exchange and the NASDAQ
Stock Market under the ticker symbol “SCR.”
62. On or about July 23, 2021, the Executive Assistant received a request to schedule
a valuation committee meeting relating to Penn Entertainment’s interest in acquiring Score for
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$36 per share, with an expected announcement date of August 5, 2021. At the time, Score was
trading at about $15 per share.
63. The Executive Assistant sent a calendar invitation for the meeting on July 26,
2021, attaching a scheduling request form containing the expected announcement date and value
of the deal.
64. Teixeira accessed this material nonpublic information from the Executive
Assistant’s laptop without her or the Investment Bank’s permission to do so, and shared it with
others, including Individual 1.
65. In one or more communications on or after July 26, 2021, Individual 1 shared this
material nonpublic information regarding the Score transaction with Meadow.
66. During the morning of July 30, 2021, Teixeira and Individual 1 spoke on the
phone for approximately 38 minutes while the Executive Assistant was away from the apartment
she shared with Teixeira.
67. Shortly after getting off the phone with Teixeira, Individual 1 talked on the phone
with Meadow for about 10 minutes.
68. The same day, Meadow’s brokerage customers began purchasing Score stock
based on Meadow’s recommendation.
69. Following Meadow’s conversations with Individual 1 about Score, Meadow and
Smith discussed Score in one or more communications, including discussions about
recommending that their shared brokerage customers purchase Score stock.
70. For example, on Sunday, August 1, 2021, Meadow and Smith spoke on the phone
for approximately 19 minutes.
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71. While they were speaking on the phone, Smith accessed information about Score
on a website for researching and discussing US-traded securities.
72. The next day, Monday, August 2, 2021, Smith used the same website to search for
information regarding Penn Entertainment.
V. Smith’s Insider Trading in Score Securities
73. On August 2, 2021, Smith purchased 500 Score call option contracts with an
expiration date of August 20, 2021 and a strike price of $20 (“Score August 20, 2021 $20 call
options”) in his brokerage account. Score’s stock price closed at $17.55 per share that day.
Smith’s purchases on August 2 accounted for approximately 60% of the volume of the Score
August 20, 2021 $20 call options that day.
74. Later on August 2, 2021, following another call with Smith, Meadow purchased
112 Score call option contracts with a strike price of $20 and an expiration date of September 17,
2021, along with 489 Score call option contracts with a strike price of $22.50 and an expiration
date of August 20, 2021.
75. Meadow continued his purchases on August 3, 2021. That day, he purchased 218
additional Score August 20, 2021 $20 call options.
76. On the afternoon of August 2, 2021, the brokerage account of Smith’s then
romantic partner and now wife, Individual 2, was accessed from the same IP address that Smith
used earlier that day to access his own account and to search for information regarding Score and
Penn Entertainment. Smith caused the brokerage account of Individual 2 to purchase 100 shares
of Score stock.
77. On August 3, 2021, Smith caused Individual 2’s brokerage account to purchase 40
Score call option contracts with an expiration date of September 17, 2021 and a strike price of
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$25 (“Score September 17, 2021 $25 call options”). The closing price of Score stock on August
3 was $17.36 per share.
78. On August 4, 2021, while Meadow and Smith were both in their shared office at
the Brokerage Firm, Smith sold 30 of his Score August 20, 2021 $20 call options.
79. As of the close of business on August 4, 2021, Smith held in his own account 470
Score August 20, 2021 $20 call options, and Individual 2’s account held another 40 Score
September 17, 2021 $25 call options and 100 shares of Score stock.
80. Additionally, starting on July 30, 2021 and continuing through August 4, Meadow
and then Smith recommended to certain of their brokerage customers that they purchase Score
stock.
81. By the close of business on August 4, approximately 60 brokerage customers of
Meadow and Smith had purchased a combined total of over 300,000 shares of Score stock at a
cost of over $6 million. Of these brokerage customers, eight were Smith’s customers and
another 41 were customers he shared with Meadow, who purchased approximately 245,000
shares of Score stock, spending nearly $4.6 million.
82. On August 5, 2021, before the markets opened, Penn Entertainment and Score
announced that they had entered into an agreement whereby Penn Entertainment would acquire
Score for approximately $2 billion in cash and stock. That day, Score’s stock opened at $29.55
per share, rose to $33.22 per share, and closed at $32.64 per share, a nearly 80% increase from
the prior day’s closing price.
83. On the morning of August 5, 2021, from his office at the Brokerage Firm, Smith
sold all the Score call option contracts in his and Individual 2’s brokerage accounts. The next
day, August 6, Smith caused the Score stock in Individual 2’s account to be sold as well.
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84. Smith realized profits of over $484,000 trading Score securities in his brokerage
account, in addition to over $15,700 in Individual 2’s brokerage account, for a total of almost
$500,000 in illicit profits.
85. Meadow also sold his Score call options, realizing $637,491 in illicit profits.
86. In addition, based on Smith’s recommendation, Smith’s brokerage customers
made approximately $225,000 in profits trading Score stock, while Smith made commissions of
approximately $20,600 on those trades. Meadow and Smith’s shared customers made another $5
million in profits trading Score stock, while those trades generated approximately hundreds of
thousands of dollars in commissions that Smith and Meadow split.
VI. Smith’s Insider Trading in VMWare Securities
87. At relevant times, VMWare traded on the New York Stock Exchange under the
ticker symbol “VMW.”
88. In or about late 2021, a technology company (“Company A”) engaged the
Investment Bank regarding Company A’s interest in acquiring VMWare for more than $60
billion. At the time, VMWare’s market cap was approximately $50 billion. The Investment
Bank held a valuation committee meeting regarding this transaction in January 2022.
89. Although the Executive Assistant did not send out the calendar invitation for the
meeting, bankers that the Executive Assistant supported were invited to attend. Accordingly, the
meeting’s Outlook calendar item—with the attachment containing the deal’s material terms—
appeared in the Executive Assistant’s Outlook calendar.
90. Teixeira accessed this material nonpublic information from the Executive
Assistant’s laptop without her or the Investment Bank’s permission to do so and shared it with
Individual 1.
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91. Individual 1 then provided this material nonpublic information to Meadow, who
in turn shared it with Smith, including that the information was misappropriated.
92. Meadow began purchasing VMWare stock on or about May 9, 2022, as well as
call option contracts beginning on May 10, 2022.
93. VMWare’s stock was trading at about $98 per share on May 10, 2022.
94. On May 10, 2022, Smith caused Individual 2’s account to purchase 50 VMWare
call option contracts with a strike price of $125 and an expiration date of June 17, 2022.
95. Later on May 10, 2022, Smith accessed several online articles about VMWare.
96. The next day, May 11, 2022, Smith purchased 100 VMWare call option contracts
with an expiration date of June 3, 2022 and a strike price of $115 in his own account.
97. Meadow continued to trade VMWare securities through the next week. By the
close of business on May 18, 2022, Meadow held 1,000 shares of VMWare stock, 50 call option
contracts with a strike price of $110 and an expiration date of June 17, 2022, and 50 call option
contracts with a strike price of $110 and an expiration date of July 15, 2022.
98. Company A did not purchase VMWare. However, Broadcom subsequently began
exploring a similar transaction with VMWare.
99. On Friday, May 20, 2022, VMWare stock closed at $95.71 per share.
100. On Sunday, May 22, 2022, Bloomberg publicly reported Broadcom’s interest in
VMWare.
101. The next day, VMWare opened at $113.31 per share and closed at $119.43 per
share, an approximately 24% increase from the May 20, 2022 closing price.
102. On May 23, 2022, Smith used an IP address in Stamford, Connecticut to access
his brokerage account. The same IP address was used to access Individual 2’s brokerage account
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on May 23rd as well. That day, Smith sold all the VMWare option contracts in his account and
caused all but five of the VMware call option contracts in Individual 2’s brokerage account to be
sold.
103. Smith caused the remaining five VMWare call option contracts in Individual 2’s
account to be sold on June 10, 2022.
104. Smith realized profits of over $47,000 trading VMWare securities in his
brokerage account, in addition to over $10,600 of profits generated in Individual 2’s brokerage
account.
105. Between May 23, 2022 and June 1, 2022, Meadow sold his VMWare holdings,
obtaining illicit profits of $93,057.
VII. Smith Violated Federal Securities Laws
106. The Investment Bank’s information concerning impending transactions involving,
among others, Score and VMWare was material and nonpublic. A reasonable investor would
have viewed this information as important to his or her investment decisions and as significantly
altering the total mix of information available to the public.
107. Teixeira owed a duty of trust or confidence to the Executive Assistant by virtue of
their relationship.
108. Smith knew, was reckless in not knowing, or consciously avoided knowing that
the information he obtained from Teixeira and Individual 1 through Meadow was material and
nonpublic.
109. Smith further knew, recklessly disregarded, or consciously avoided knowing that
this material nonpublic information, including concerning the Score and VMWare transactions
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referenced above, was obtained and conveyed in breach of a relationship of trust and confidence,
or similar breach of a duty.
110. Smith nevertheless traded in and caused Individual 2’s account to trade in, among
others, Score and VMWare securities while aware and on the basis of the material nonpublic
information he obtained, directly or indirectly, from Meadow, Individual 1 and Teixeira, which
he knew was misappropriated.
111. Smith also caused his brokerage customers, as well as those he shared with
Meadow, to trade in Score securities on the basis of material nonpublic information, which he
knew was misappropriated.
CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
112. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1 through 111, inclusive, as if they were fully set forth herein.
113. By engaging in the conduct described above, Smith, directly or indirectly, by use
of the means or instruments of interstate commerce or of the mails, or the facility of national
securities exchanges, in connection with the purchase or sale of securities, knowingly or
recklessly:
a. employed devices, schemes, or artifices to defraud;
b. made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and/or
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c. engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any person in connection with the
purchase or sale of any security.
114. By reason of the foregoing, Smith violated and, unless enjoined, will continue to
violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R.§
240.10b-5] thereunder.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court enter a final
judgment:
I.
Permanently restraining and enjoining Defendant from, directly or indirectly, engaging in
conduct in violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5];
II.
Permanently restraining and enjoining Defendant from, directly or indirectly, acting as or
being associated with any broker, dealer, or investment adviser pursuant to Sections 21(d)(1) and
(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) & (5)];
III.
Ordering Defendant to disgorge all ill-gotten gains or unjust enrichment derived from the
activities set forth in this Complaint, together with prejudgment interest thereon, pursuant to
Sections 21(d)(3), (5) & (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5) & (7)];
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IV.
Ordering Defendant to pay civil penalties pursuant to Section 21A of the Exchange Act
[15 U.S.C. § 78u-1]; and
V.
Granting such other and further relief as this Court may deem just, equitable, or necessary
in connection with the enforcement of the federal securities laws and for the protection of
investors.
Dated: March 30, 2026
SECURITIES AND EXCHANGE COMMISSION
BY: S/Kara F. Sweet
Joseph G. Sansone
Scott A. Thompson
Gregory R. Bockin*
Julia C. Green
Norman P. Ostrove
Kara F. Sweet (KS0114)
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
(215) 597-3100
(215) 597-2740 (fax)
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
*Pending admission pro hac viceOCR text (32,481c · textlayer · 95% conf)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION,
Plaintiff,
v.
RONALD SMITH,
Defendant.
COMPLAINT
JURY TRIAL DEMANDED
CASE NO. 1:26-cv-02582
Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint
against Defendant Ronald Smith (“Smith”), alleges as follows:
SUMMARY
1. This action concerns Smith’s insider trading in the securities of two issuers based
on material nonpublic information Smith received from his close friend and colleague, Jordan
Meadow (“Meadow”), who was in possession of material nonpublic information received from
his friends, Steven Teixeira (“Teixeira”) and Individual 1.1
2. Smith and Meadow were at all relevant times registered representatives at a New
York-based registered broker dealer (the “Brokerage Firm”).
3. Teixeira lived and had a romantic relationship with an executive assistant (the
“Executive Assistant”) who worked at a New York-based investment bank (the “Investment
Bank”) during the relevant period.
1 On June 29, 2023, the Commission filed an action against Meadow and Teixeira for their roles in the insider
trading scheme, SEC v. Meadow, et. al., Case No. 23-cv-05573 (S.D.N.Y.), which is presently stayed pending the
resolution of the parallel criminal proceeding against Meadow, United States v. Meadow, 23-cr-313 (S.D.N.Y.).
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 1 of 19
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4. Because of her role at the Investment Bank, the Executive Assistant had access to
material nonpublic information relating to mergers and acquisitions involving the Investment
Bank’s clients. The Executive Assistant had access to this information on her laptop computer,
which she left unattended in the apartment she shared with Teixeira.
5. From in or about late 2020 through in or about May 2022, Teixeira
misappropriated material nonpublic information from the Executive Assistant’s laptop.
6. The material nonpublic information related to the securities of Domtar
Corporation (“Domtar”), CDK Global, Inc. (“CDK”), Score Media and Gaming, Inc. (“Score”)
and VMWare, Inc. (“VMWare”), among others.
7. Teixeira shared the material nonpublic information that he misappropriated
concerning Domtar and CDK with Individual 1 and Meadow, among others. Teixeira also shared
the material nonpublic information that he misappropriated concerning Score and VMWare with
Individual 1, who then shared it with Meadow.
8. Meadow traded securities based on the material nonpublic information that he
obtained from Teixeira and Individual 1 and shared the information, including that the
information had been misappropriated, with his friend and co-worker, Smith.
9. Smith profitably traded securities of Score and VMWare based on the material
nonpublic information that he received from Meadow and knew that the information had been
obtained in breach of a duty or misappropriated.
10. Meadow and Smith also used the misappropriated information to recommend
profitable trades to their shared customers at the Brokerage Firm, for which they received
commissions.
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11. Smith also had access to the brokerage account of his then girlfriend and now
wife, Individual 2, and caused trades to be placed in that account with the material nonpublic
information.
12. In exchange for the material nonpublic information, Meadow offered to
compensate Teixeira and Individual 1, including discussing providing them with Rolex watches.
Meadow and Smith discussed compensating Teixeira and Individual 1 in exchange for material
nonpublic information.
13. Smith’s illicit profits from trading based on the information he received from
Meadow totaled more than $530,000 in his own account and more than $25,000 in Individual 2’s
account.
14. Together, customers of Meadow and Smith made millions of dollars on timely
trades in the securities of Score, while Meadow and Smith also made hundreds of thousands
more in commissions.
VIOLATIONS
15. Defendant violated Section 10(b) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] by
engaging in the conduct this Complaint describes.
16. Defendant will engage in the acts, practices, transactions, and courses of business
set forth in this Complaint or in acts, practices, transactions, and courses of business of similar
type and object, unless he is restrained and enjoined.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
17. The Commission brings this action pursuant to Exchange Act Sections 21(d) [15
U.S.C. § 78u(d)], 21(e) [15 U.S.C. § 78u(e)] and 21A(a) [15 U.S.C. § 78u-1(a)].
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 3 of 19
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18. The Commission seeks a final judgment (a) permanently enjoining and restraining
Smith from violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5]; (b) permanently enjoining and restraining Smith from,
directly or indirectly, acting as or being associated with any broker, dealer, or investment adviser
pursuant to Section 21(d)(1) and (d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)]; (c)
ordering Smith to disgorge ill-gotten gains he received as a result of the violations this
Complaint alleges, and to pay prejudgment interest pursuant to Exchange Act Sections 21(d)(3),
(5) and (7) [15 U.S.C. §§ 78u(d)(3), (5) and (7)]; (d) ordering Smith to pay civil penalties
pursuant to Exchange Act Section 21A [15 U.S.C. § 78u-l]; and (e) ordering any other and
further relief the Court may deem just and proper.
JURISDICTION AND VENUE
19. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and
27 of the Exchange Act [15 U.S.C. §§ 78u(d), (e) and 78aa].
20. Venue in this District is proper pursuant to Section 27 of the Exchange Act [15
U.S.C. § 78aa]. During the relevant time period, Smith worked at the New York office of the
Brokerage Firm, which is located in this District. Defendant also may be found or transacts
business in the Southern District of New York, and certain of the acts, practices, and courses of
business constituting the violations of the federal securities laws alleged herein occurred within
the Southern District of New York.
DEFENDANT
21. Ronald Smith, age 37, lives in Stamford, Connecticut. He served as a registered
representative of the Brokerage Firm since in or about July 2013 through December 2023.
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OTHER RELEVANT INDIVIDUALS AND ENTITIES
22. Jordan Meadow served as a registered representative of the Brokerage Firm
from in or about 2018 through June 2023.
23. Steven Teixeira was, at relevant times, employed by an international payment
processing company as its Chief Compliance Officer and was a certified anti-money laundering
specialist.
24. Executive Assistant was, at relevant times, employed by the Investment Bank as
an executive assistant. At the Investment Bank, the Executive Assistant was responsible for,
among other things, scheduling meetings of the Investment Bank’s valuation and fairness
committees concerning potential transactions involving the Investment Bank’s clients. The
Executive Assistant had access to material nonpublic information relating to dozens of the
Investment Bank’s deals.
25. Individual 1 was at relevant times a friend of Teixeira and Meadow.
26. Individual 2 was at relevant times the romantic partner and now wife of Smith.
Smith had access to Individual 2’s brokerage account.
27. Investment Bank is a U.S.-based investment bank and financial services
company headquartered in New York, within the Southern District of New York.
28. Brokerage Firm is a U.S.-based brokerage firm with offices in New York, within
the Southern District of New York.
COMMONLY USED TRADING TERMS
29. A stock option, commonly referred to as an “option,” gives its purchaser-holder
the option to buy or sell shares of an underlying stock at a specified price (the “strike” price)
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 5 of 19
6
prior to the expiration date. Options are generally sold in “contracts,” which give the option
holder the opportunity to buy or sell 100 shares of an underlying stock.
30. A “call” option gives the purchaser-holder of the option the right, but not the
obligation, to purchase a security at a specified strike price within a specific period of time.
Generally, the buyer of a call option anticipates that the price of the underlying security will
increase during that period of time.
FACTS
I. Teixeira Accessed the Investment Bank’s Material Nonpublic Information
31. The Executive Assistant worked for the Investment Bank from in or about 2014
through in or about February 2023.
32. The Executive Assistant had two primary responsibilities at the Investment Bank.
First, she supported several investment bankers. Second, she was responsible for scheduling
valuation and fairness committee meetings for the Investment Bank. These meetings related to
confidential potential transactions involving the Investment Bank’s clients, including potential
mergers and acquisitions of publicly traded companies.
33. Several bankers whom the Executive Assistant supported shared their Microsoft
Outlook calendars with her. The bankers’ calendar items were thus visible within the Executive
Assistant’s Outlook. Accordingly, anyone with access to the Executive Assistant’s Outlook
account would also have access to the calendars and calendar items of these bankers.
34. Deal teams working on transactions provided the Executive Assistant with
scheduling request forms for valuation and fairness committee meetings. These forms included
the names of the companies participating in, and the material terms relating to, the proposed
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 6 of 19
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deals. The Executive Assistant created and sent calendar invitations for the meetings, attaching
the scheduling request forms to the invitations.
35. The Executive Assistant lived at relevant times in an apartment in Queens, New
York that she shared with Teixeira.
36. The Executive Assistant and Teixeira shared confidences, including about their
relationship, their families, and their work and careers. The Executive Assistant trusted Teixeira
to maintain those confidences, and Teixeira knew that the Executive Assistant expected him to
keep the information confidential.
37. The Executive Assistant worked from the Queens, New York apartment she
shared with Teixeira starting in or about July 2020 and continuing into 2021. The Executive
Assistant accessed her work files and the Investment Bank’s Outlook application from home by
logging into the Investment Bank’s computer system via her personal laptop.
38. The Investment Bank’s online portal for employees working remotely locked
automatically after a period of inactivity. The system could detect that an employee was not
typing or moving their mouse, for example, and would require the employee to log in again to
access the Investment Bank’s files.
39. The Executive Assistant often left the apartment she shared with Teixeira during
the workday or otherwise left her laptop unattended.
40. Teixeira was familiar with the Executive Assistant’s work-from-home routine. In
particular, Teixeira was aware that the Executive Assistant left her laptop unattended at their
apartment during the workday.
41. Teixeira provided the Executive Assistant with a device that moved the Executive
Assistant’s mouse while she was away from her computer. This device simulated user activity
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 7 of 19
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and prevented the Investment Bank’s online portal from detecting that the Executive Assistant
was away from her computer, which would otherwise cause the system to lock and require the
Executive Assistant to log in to access the Investment Bank’s files.
42. The Executive Assistant asked Teixeira to check her work email while she was
away during the workday, and to alert her if she received emails that required her attention.
43. In providing Teixeira access to her laptop and work applications, the Executive
Assistant trusted Teixeira not to access or misappropriate the Investment Bank’s confidential
information for his own benefit.
II. Teixeira Misappropriated the Investment Bank’s Material Nonpublic Information
and Shared It With Others
44. In or about late 2020, Teixeira began misappropriating the Investment Bank’s
confidential information from the Executive Assistant’s laptop for his own benefit.
45. Teixeira accessed the Executive Assistant’s laptop while she was away—either
out of the room or away from the apartment entirely. Using his access, Teixeira reviewed the
Executive Assistant’s Outlook application to find valuation and fairness committee meetings
relating to mergers and acquisitions of public companies. He then reviewed the attachments
containing the party names and material terms of potential transactions involving the Investment
Bank’s clients.
46. Teixeira told others, including Individual 1 and Meadow, that he had access to
material nonpublic information through his access to the Executive Assistant’s laptop. He told
them that he did not have the Executive Assistant’s permission to take the Investment Bank’s
information and urged those who knew her not to tell the Executive Assistant about what
Teixeira was doing with that information.
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47. Teixeira shared material nonpublic information that he obtained from the
Executive Assistant’s laptop with Individual 1, Meadow, and others so that they could trade on
the basis of the information.
III. Meadow Obtained the Investment Bank’s Misappropriated Material Nonpublic
Information From Teixeira and Individual 1 and Shared It With Smith
48. Teixeira and Individual 1 discussed sharing the Investment Bank’s material
nonpublic information that Teixeira was obtaining from Executive Assistant’s laptop with
Meadow because Meadow worked in the securities industry and might compensate Teixeira and
Individual 1 for providing him with the material nonpublic information Teixeira obtained.
49. In or about March 2021, Teixeira, Meadow, and Individual 1 drove together from
New York to Hoboken, New Jersey.
50. The three of them discussed their insider-trading scheme during their drive.
51. Teixeira explained during the drive that he was in a romantic relationship with the
Executive Assistant and that the Executive Assistant worked for the Investment Bank.
52. Teixeira also told Meadow during the drive that Teixeira could obtain the
Investment Bank’s confidential merger and acquisition information regarding public companies
by accessing the Executive Assistant’s laptop, without the Executive Assistant’s knowledge,
when she left it unattended in their apartment.
53. As noted above, Teixeira explained to Meadow that he did not have the Executive
Assistant’s permission to take the Investment Bank’s information or to share that information
with others.
54. Teixeira further provided Meadow with material nonpublic information about
potential transactions involving Domtar and CDK that he had surreptitiously obtained from the
Executive Assistant’s laptop.
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55. Meadow then discussed the material nonpublic information he obtained from
Teixeira and Individual 1 about Domtar and CDK with Smith, including that Teixeira
misappropriated the information from the Executive Assistant.
56. Around this time, Meadow agreed to compensate Teixeira and Individual 1 for
providing him with the Investment Bank’s material nonpublic information by buying Teixeira
and Individual 1 Rolex watches. Meadow and Smith also discussed compensating Teixeira and
Individual 1 in exchange for the material nonpublic information.
57. The Domtar transaction that Teixeira had tipped Meadow about in March 2021
was publicly announced in May 2021 confirming the accuracy and value of Teixeira’s
information. Following the announcement, Meadow texted Teixeira seeking additional material
nonpublic information that he could trade on.
IV. Meadow Shares Material Nonpublic Information About Score with Smith
58. During the relevant period, Smith and Meadow shared an office at the Brokerage
Firm’s headquarters in Manhattan where they worked side by side when both were in the office.
They also texted each other on a near-daily basis about personal matters as well as work.
59. On occasion, Smith accessed Individual 2’s brokerage account while in his shared
office with Meadow.
60. Smith and Meadow had their own brokerage customers, as well as shared
customers of the Brokerage Firm, for which they split commissions equally.
61. At relevant times, Score traded on the Toronto Stock Exchange and the NASDAQ
Stock Market under the ticker symbol “SCR.”
62. On or about July 23, 2021, the Executive Assistant received a request to schedule
a valuation committee meeting relating to Penn Entertainment’s interest in acquiring Score for
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 10 of 19
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$36 per share, with an expected announcement date of August 5, 2021. At the time, Score was
trading at about $15 per share.
63. The Executive Assistant sent a calendar invitation for the meeting on July 26,
2021, attaching a scheduling request form containing the expected announcement date and value
of the deal.
64. Teixeira accessed this material nonpublic information from the Executive
Assistant’s laptop without her or the Investment Bank’s permission to do so, and shared it with
others, including Individual 1.
65. In one or more communications on or after July 26, 2021, Individual 1 shared this
material nonpublic information regarding the Score transaction with Meadow.
66. During the morning of July 30, 2021, Teixeira and Individual 1 spoke on the
phone for approximately 38 minutes while the Executive Assistant was away from the apartment
she shared with Teixeira.
67. Shortly after getting off the phone with Teixeira, Individual 1 talked on the phone
with Meadow for about 10 minutes.
68. The same day, Meadow’s brokerage customers began purchasing Score stock
based on Meadow’s recommendation.
69. Following Meadow’s conversations with Individual 1 about Score, Meadow and
Smith discussed Score in one or more communications, including discussions about
recommending that their shared brokerage customers purchase Score stock.
70. For example, on Sunday, August 1, 2021, Meadow and Smith spoke on the phone
for approximately 19 minutes.
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71. While they were speaking on the phone, Smith accessed information about Score
on a website for researching and discussing US-traded securities.
72. The next day, Monday, August 2, 2021, Smith used the same website to search for
information regarding Penn Entertainment.
V. Smith’s Insider Trading in Score Securities
73. On August 2, 2021, Smith purchased 500 Score call option contracts with an
expiration date of August 20, 2021 and a strike price of $20 (“Score August 20, 2021 $20 call
options”) in his brokerage account. Score’s stock price closed at $17.55 per share that day.
Smith’s purchases on August 2 accounted for approximately 60% of the volume of the Score
August 20, 2021 $20 call options that day.
74. Later on August 2, 2021, following another call with Smith, Meadow purchased
112 Score call option contracts with a strike price of $20 and an expiration date of September 17,
2021, along with 489 Score call option contracts with a strike price of $22.50 and an expiration
date of August 20, 2021.
75. Meadow continued his purchases on August 3, 2021. That day, he purchased 218
additional Score August 20, 2021 $20 call options.
76. On the afternoon of August 2, 2021, the brokerage account of Smith’s then
romantic partner and now wife, Individual 2, was accessed from the same IP address that Smith
used earlier that day to access his own account and to search for information regarding Score and
Penn Entertainment. Smith caused the brokerage account of Individual 2 to purchase 100 shares
of Score stock.
77. On August 3, 2021, Smith caused Individual 2’s brokerage account to purchase 40
Score call option contracts with an expiration date of September 17, 2021 and a strike price of
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$25 (“Score September 17, 2021 $25 call options”). The closing price of Score stock on August
3 was $17.36 per share.
78. On August 4, 2021, while Meadow and Smith were both in their shared office at
the Brokerage Firm, Smith sold 30 of his Score August 20, 2021 $20 call options.
79. As of the close of business on August 4, 2021, Smith held in his own account 470
Score August 20, 2021 $20 call options, and Individual 2’s account held another 40 Score
September 17, 2021 $25 call options and 100 shares of Score stock.
80. Additionally, starting on July 30, 2021 and continuing through August 4, Meadow
and then Smith recommended to certain of their brokerage customers that they purchase Score
stock.
81. By the close of business on August 4, approximately 60 brokerage customers of
Meadow and Smith had purchased a combined total of over 300,000 shares of Score stock at a
cost of over $6 million. Of these brokerage customers, eight were Smith’s customers and
another 41 were customers he shared with Meadow, who purchased approximately 245,000
shares of Score stock, spending nearly $4.6 million.
82. On August 5, 2021, before the markets opened, Penn Entertainment and Score
announced that they had entered into an agreement whereby Penn Entertainment would acquire
Score for approximately $2 billion in cash and stock. That day, Score’s stock opened at $29.55
per share, rose to $33.22 per share, and closed at $32.64 per share, a nearly 80% increase from
the prior day’s closing price.
83. On the morning of August 5, 2021, from his office at the Brokerage Firm, Smith
sold all the Score call option contracts in his and Individual 2’s brokerage accounts. The next
day, August 6, Smith caused the Score stock in Individual 2’s account to be sold as well.
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84. Smith realized profits of over $484,000 trading Score securities in his brokerage
account, in addition to over $15,700 in Individual 2’s brokerage account, for a total of almost
$500,000 in illicit profits.
85. Meadow also sold his Score call options, realizing $637,491 in illicit profits.
86. In addition, based on Smith’s recommendation, Smith’s brokerage customers
made approximately $225,000 in profits trading Score stock, while Smith made commissions of
approximately $20,600 on those trades. Meadow and Smith’s shared customers made another $5
million in profits trading Score stock, while those trades generated approximately hundreds of
thousands of dollars in commissions that Smith and Meadow split.
VI. Smith’s Insider Trading in VMWare Securities
87. At relevant times, VMWare traded on the New York Stock Exchange under the
ticker symbol “VMW.”
88. In or about late 2021, a technology company (“Company A”) engaged the
Investment Bank regarding Company A’s interest in acquiring VMWare for more than $60
billion. At the time, VMWare’s market cap was approximately $50 billion. The Investment
Bank held a valuation committee meeting regarding this transaction in January 2022.
89. Although the Executive Assistant did not send out the calendar invitation for the
meeting, bankers that the Executive Assistant supported were invited to attend. Accordingly, the
meeting’s Outlook calendar item—with the attachment containing the deal’s material terms—
appeared in the Executive Assistant’s Outlook calendar.
90. Teixeira accessed this material nonpublic information from the Executive
Assistant’s laptop without her or the Investment Bank’s permission to do so and shared it with
Individual 1.
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91. Individual 1 then provided this material nonpublic information to Meadow, who
in turn shared it with Smith, including that the information was misappropriated.
92. Meadow began purchasing VMWare stock on or about May 9, 2022, as well as
call option contracts beginning on May 10, 2022.
93. VMWare’s stock was trading at about $98 per share on May 10, 2022.
94. On May 10, 2022, Smith caused Individual 2’s account to purchase 50 VMWare
call option contracts with a strike price of $125 and an expiration date of June 17, 2022.
95. Later on May 10, 2022, Smith accessed several online articles about VMWare.
96. The next day, May 11, 2022, Smith purchased 100 VMWare call option contracts
with an expiration date of June 3, 2022 and a strike price of $115 in his own account.
97. Meadow continued to trade VMWare securities through the next week. By the
close of business on May 18, 2022, Meadow held 1,000 shares of VMWare stock, 50 call option
contracts with a strike price of $110 and an expiration date of June 17, 2022, and 50 call option
contracts with a strike price of $110 and an expiration date of July 15, 2022.
98. Company A did not purchase VMWare. However, Broadcom subsequently began
exploring a similar transaction with VMWare.
99. On Friday, May 20, 2022, VMWare stock closed at $95.71 per share.
100. On Sunday, May 22, 2022, Bloomberg publicly reported Broadcom’s interest in
VMWare.
101. The next day, VMWare opened at $113.31 per share and closed at $119.43 per
share, an approximately 24% increase from the May 20, 2022 closing price.
102. On May 23, 2022, Smith used an IP address in Stamford, Connecticut to access
his brokerage account. The same IP address was used to access Individual 2’s brokerage account
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on May 23rd as well. That day, Smith sold all the VMWare option contracts in his account and
caused all but five of the VMware call option contracts in Individual 2’s brokerage account to be
sold.
103. Smith caused the remaining five VMWare call option contracts in Individual 2’s
account to be sold on June 10, 2022.
104. Smith realized profits of over $47,000 trading VMWare securities in his
brokerage account, in addition to over $10,600 of profits generated in Individual 2’s brokerage
account.
105. Between May 23, 2022 and June 1, 2022, Meadow sold his VMWare holdings,
obtaining illicit profits of $93,057.
VII. Smith Violated Federal Securities Laws
106. The Investment Bank’s information concerning impending transactions involving,
among others, Score and VMWare was material and nonpublic. A reasonable investor would
have viewed this information as important to his or her investment decisions and as significantly
altering the total mix of information available to the public.
107. Teixeira owed a duty of trust or confidence to the Executive Assistant by virtue of
their relationship.
108. Smith knew, was reckless in not knowing, or consciously avoided knowing that
the information he obtained from Teixeira and Individual 1 through Meadow was material and
nonpublic.
109. Smith further knew, recklessly disregarded, or consciously avoided knowing that
this material nonpublic information, including concerning the Score and VMWare transactions
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 16 of 19
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referenced above, was obtained and conveyed in breach of a relationship of trust and confidence,
or similar breach of a duty.
110. Smith nevertheless traded in and caused Individual 2’s account to trade in, among
others, Score and VMWare securities while aware and on the basis of the material nonpublic
information he obtained, directly or indirectly, from Meadow, Individual 1 and Teixeira, which
he knew was misappropriated.
111. Smith also caused his brokerage customers, as well as those he shared with
Meadow, to trade in Score securities on the basis of material nonpublic information, which he
knew was misappropriated.
CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
112. The Commission re-alleges and incorporates by reference each and every
allegation in paragraphs 1 through 111, inclusive, as if they were fully set forth herein.
113. By engaging in the conduct described above, Smith, directly or indirectly, by use
of the means or instruments of interstate commerce or of the mails, or the facility of national
securities exchanges, in connection with the purchase or sale of securities, knowingly or
recklessly:
a. employed devices, schemes, or artifices to defraud;
b. made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and/or
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 17 of 19
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c. engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any person in connection with the
purchase or sale of any security.
114. By reason of the foregoing, Smith violated and, unless enjoined, will continue to
violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R.§
240.10b-5] thereunder.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court enter a final
judgment:
I.
Permanently restraining and enjoining Defendant from, directly or indirectly, engaging in
conduct in violation of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5];
II.
Permanently restraining and enjoining Defendant from, directly or indirectly, acting as or
being associated with any broker, dealer, or investment adviser pursuant to Sections 21(d)(1) and
(d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) & (5)];
III.
Ordering Defendant to disgorge all ill-gotten gains or unjust enrichment derived from the
activities set forth in this Complaint, together with prejudgment interest thereon, pursuant to
Sections 21(d)(3), (5) & (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (5) & (7)];
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 18 of 19
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IV.
Ordering Defendant to pay civil penalties pursuant to Section 21A of the Exchange Act
[15 U.S.C. § 78u-1]; and
V.
Granting such other and further relief as this Court may deem just, equitable, or necessary
in connection with the enforcement of the federal securities laws and for the protection of
investors.
Dated: March 30, 2026
SECURITIES AND EXCHANGE COMMISSION
BY: S/Kara F. Sweet
Joseph G. Sansone
Scott A. Thompson
Gregory R. Bockin*
Julia C. Green
Norman P. Ostrove
Kara F. Sweet (KS0114)
Philadelphia Regional Office
1617 JFK Boulevard, Suite 520
Philadelphia, PA 19103
(215) 597-3100
(215) 597-2740 (fax)
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
*Pending admission pro hac vice
Case 1:26-cv-02582 Document 1 Filed 03/30/26 Page 19 of 19