SEC v. Brian M. Kashman, No. 2:25-cv-02554, District of Arizona (July 22, 2025) — Complaint

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BRIAN D. VANN (DC Bar No. 494030)
[email protected]
100 F Street NE
Washington, DC  20549
Telephone: (202) 551-4274
Attorney for Plaintiff
U.S. Securities and Exchange Commission
UNITED STATES DISTRICT COURT
DISTRICT OF ARIZONA
U.S. Securities and Exchange
Commission,
Plaintiff,

v.
Brian M. Kashman,
Defendant.
Case No.
COMPLAINT
JURY DEMAND
Plaintiff U.S. Securities and Ex
change Commission (the “Commission” or
“SEC”) files this Complaint against Brian M. Kashman (“Kashman” or “Defendant”)
and alleges as follows:
SUMMARY
1.This case concerns insider trading in the securities of trucking company
US Xpress Enterprises, Inc (“US Xpress” or “the Company”) by Scottsdale resident
Brian Kashman. Kashman purchased stock of US Xpress one day after learning that
Knight-Swift Transportation Holdings Inc. (“Knight-Swift”) was in neg
otiations to
purchase the Company. Kashman misappropriated this material nonpublic information

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from a long-time friend who held a senior position at Knight-Swift (the “Insider”). On
March 21, 2023, US Xpress announced that Knight-Swift had made an offer to purchase
the Company, resulting in a nearly 300% increase in the price of US Xpress stock.
Shortly thereafter, Kashman sold his US Xpress stock, making more than $77,000 in
illicit profits.

VIOLATIONS AND RELIEF SOUGHT
2. Through the conduct alleged in this Complaint, Defendant violated, and
unless restrained and enjoined will continue to violate, 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].
3. The Commission seeks a permanent injunction against Defendant,
enjoining him from engaging in the transactions, acts, practices, and courses of business
alleged in this Complaint, disgorgement of all ill-gotten gains with prejudgment
interest, a civil penalty, and such other relief as the Court may deem just and proper.

JURISDICTION AND VENUE
4. This Court has jurisdiction over this action pursuant to Sections 21(d)(1),
21(e), 21A and 27 of the Exchange Act [15 U.S.C. §§ 78u(d)(1), 78u(e), 78u-1, and
78aa]. In connection with the conduct described herein, Defendant directly or indirectly
made use of a means of instrumentality of interstate commerce, or of the mails, or of a
facility or a national securities exchange.
5. Venue is proper in this district pursuant to Section 27 of the Exchange Act
[15 U.S.C. § 78aa] because certain of the acts constituting the violations in this
Complaint occurred in this district, and the Defendant resides in this district.

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DEFENDANT
6. Brian M. Kashman, age 51, resides in Scottsdale, Arizona.

FACTS
7. US Xpress is a trucking company with headquarters in Chattanooga,
Tennessee. Prior to July 13, 2023, US Xpress was a public company whose Class A
shares traded on the New York Stock Exchange under the symbol “USX.”
8. Knight-Swift is a trucking company with headquarters in Phoenix,
Arizona. Knight-Swift is a public company whose common stock trades on the New
York Stock Exchange under the symbol “KNX.”
9. By no later than October 2022, Knight-Swift was in negotiations to
purchase US Xpress. The two companies executed a non-disclosure agreement on
October 24, 2022.
10. In or around November or December 2022, Kashman’s long-time friend,
the Insider, learned of the acquisition negotiations in the course of his employment at
Knight-Swift. Over the next few months, as part of his employment, the Insider
received updates on the progress of the acquisition negotiations. This information about
Knight-Swift’s potential acquisition of US Xpress was material and nonpublic.
11. On February 7, 2023, Kashman was in the vicinity of Knight-Swift’s
headquarters for business. Kashman reached out to the Insider, and the two of them met
in person that day outside of Knight-Swift’s headquarters.
12. Kashman and the Insider had been friends for more than 10 years. They
typically met in person at least once a month, frequently to go for lunch or to go on a
hike. They also had taken family vacations together. Kashman and the Insider
frequently discussed issues they were having in their family and professional lives and
shared personal confidences.
13. During their conversation on February 7, 2023, the Insider mentioned to
Kashman that Knight-Swift was in negotiations to buy US Xpress. At the time, the

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Insider was worried about how the merger might affect staffing in his department at
Knight-Swift. The Insider knew that the information about the potential acquisition was
material and nonpublic and trusted his friend to keep the information confidential. The
Insider did not expect his friend to trade on the material nonpublic information.
14. The day after their meeting, February 8, 2023, Kashman sold $30,000
worth of shares of a mutual fund he held in a brokerage account. That same day,
Kashman used these proceeds, and additional funds, to purchase 18,200 shares of US
Xpress stock at $1.67 per share. Kashman purchased the US Xpress stock on the basis
of the material nonpublic information he misappropriated from his long-time friend, the
Insider. Kashman’s purchase was the first time he had ever purchased US Xpress
securities. Following this purchase, however, US Xpress stock comprised more than
80% of the value in the brokerage account Kashman used for the trades.
15. When Kashman purchased the US Xpress stock on February 8, 2023, he
misappropriated from the Insider material nonpublic information that Knight-Swift was
in negotiations to acquire US Xpress. Kashman knew or was reckless in not knowing
that this information was material and nonpublic. Kashman owed a duty of trust and
confidence to the Insider by virtue of their relationship and their history of sharing
confidences, and Kashman knew, or reasonably should have known, that the Insider
expected that the information he communicated to Kashman would be kept confidential.
Kashman knowingly or recklessly violated this duty of trust and confidence when he
purchased US Xpress stock on the basis of the material nonpublic information he had
learned from his friend.
16. On March 21, 2023, before the market opened, US Xpress announced that
Knight-Swift had made an offer to purchase the Company at $6.15 per share. Based on

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that announcement, the price of US Xpress stock rose nearly 300%, and closed that day
at a price of $5.98 per share.
17. On March 22, 2023, Kashman sold his 18,200 shares of US Xpress stock at
$5.95 per share. Kashman’s illicit profits from his unlawful trading totaled $77,723

CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
18. The Commission re-alleges and incorporates by reference each and every
allegation contained in the paragraphs above.
19. By engaging in the conduct described above, Defendant, directly or
indirectly, in connection with the purchase or sale of securities, by use of means or
instrumentalities of interstate commerce, or of the mails, with scienter: (a) employed
devices, schemes or artifices to defraud; (b) made untrue statements of material facts 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 (c)
engaged in acts, practices, or courses of business which operated or would operate as a
fraud or deceit upon other persons, including purchasers and sellers of securities.
20. By reason of the foregoing, Defendant, directly or indirectly, violated, and,
unless enjoined, is reasonably likely to continue to violate, Exchange Act Section 10(b)
[15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court issue a
judgment:
I.
In a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure,
permanently restraining and enjoining Defendant from, directly or indirectly,
violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5

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thereunder [17 C.F.R. § 240.10b-5] by: (i) buying or selling a security of any
issuer, on the basis of material nonpublic information, in breach of a fiduciary duty
or other duty of trust or confidence that is owed directly, indirectly, or derivatively,
to the issuer of that security or the shareholders of that issuer, or to any other
person who is the source of the information; or (ii) by communicating material
nonpublic information about a security or issuer, in breach of a fiduciary duty or
other duty of trust or confidence, to another person or persons for purposes of
buying or selling any security;
II.
Ordering Defendant to pay a civil penalty pursuant to Section 21A of the
Exchange Act [15 U.S.C. § 78u-1(a)(2)];
III.
Ordering Defendant to disgorge all ill-gotten gains by which he was unjustly
enriched, with prejudgment interest thereon, as a result of the alleged violations,
pursuant to Exchange Act Sections 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(5),
and 78u(d)(7)]; and
IV.
Granting any other and further relief this Court may deem just and proper.

DEMAND FOR JURY TRIAL
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC hereby
requests a trial by jury.

Dated:  July 21, 2025
/s/ Brian Vann
Brian Vann
Attorney for Plaintiff
U.S. Securities and Exchange
Commission

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BRIAN D. VANN (DC Bar No. 494030) 
[email protected] 
100 F Street NE 
Washington, DC  20549 
Telephone: (202) 551-4274 
Attorney for Plaintiff 
U.S. Securities and Exchange Commission 

UNITED STATES DISTRICT COURT 

DISTRICT OF ARIZONA 

U.S. Securities and Exchange 
Commission,  

Plaintiff, 

v.

Brian M. Kashman,  

Defendant.

Case No. 

COMPLAINT 

JURY DEMAND 

Plaintiff U.S. Securities and Exchange Commission (the “Commission” or 

“SEC”) files this Complaint against Brian M. Kashman (“Kashman” or “Defendant”) 

and alleges as follows: 

SUMMARY 

1. This case concerns insider trading in the securities of trucking company

US Xpress Enterprises, Inc (“US Xpress” or “the Company”) by Scottsdale resident 

Brian Kashman. Kashman purchased stock of US Xpress one day after learning that 

Knight-Swift Transportation Holdings Inc. (“Knight-Swift”) was in negotiations to 

purchase the Company. Kashman misappropriated this material nonpublic information 

Case 2:25-cv-02554-DLR     Document 1     Filed 07/21/25     Page 1 of 6



 
 

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from a long-time friend who held a senior position at Knight-Swift (the “Insider”). On 

March 21, 2023, US Xpress announced that Knight-Swift had made an offer to purchase 

the Company, resulting in a nearly 300% increase in the price of US Xpress stock. 

Shortly thereafter, Kashman sold his US Xpress stock, making more than $77,000 in 

illicit profits. 

 

VIOLATIONS AND RELIEF SOUGHT 

2. Through the conduct alleged in this Complaint, Defendant violated, and 

unless restrained and enjoined will continue to violate, 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]. 

3. The Commission seeks a permanent injunction against Defendant, 

enjoining him from engaging in the transactions, acts, practices, and courses of business 

alleged in this Complaint, disgorgement of all ill-gotten gains with prejudgment 

interest, a civil penalty, and such other relief as the Court may deem just and proper. 

 

JURISDICTION AND VENUE 

4. This Court has jurisdiction over this action pursuant to Sections 21(d)(1), 

21(e), 21A and 27 of the Exchange Act [15 U.S.C. §§ 78u(d)(1), 78u(e), 78u-1, and 

78aa]. In connection with the conduct described herein, Defendant directly or indirectly 

made use of a means of instrumentality of interstate commerce, or of the mails, or of a 

facility or a national securities exchange. 

5. Venue is proper in this district pursuant to Section 27 of the Exchange Act 

[15 U.S.C. § 78aa] because certain of the acts constituting the violations in this 

Complaint occurred in this district, and the Defendant resides in this district.  

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DEFENDANT 

6. Brian M. Kashman, age 51, resides in Scottsdale, Arizona. 

 

FACTS 

7. US Xpress is a trucking company with headquarters in Chattanooga, 

Tennessee. Prior to July 13, 2023, US Xpress was a public company whose Class A 

shares traded on the New York Stock Exchange under the symbol “USX.”  

8. Knight-Swift is a trucking company with headquarters in Phoenix, 

Arizona. Knight-Swift is a public company whose common stock trades on the New 

York Stock Exchange under the symbol “KNX.”  

9. By no later than October 2022, Knight-Swift was in negotiations to 

purchase US Xpress. The two companies executed a non-disclosure agreement on 

October 24, 2022. 

10. In or around November or December 2022, Kashman’s long-time friend, 

the Insider, learned of the acquisition negotiations in the course of his employment at 

Knight-Swift. Over the next few months, as part of his employment, the Insider 

received updates on the progress of the acquisition negotiations. This information about 

Knight-Swift’s potential acquisition of US Xpress was material and nonpublic. 

11. On February 7, 2023, Kashman was in the vicinity of Knight-Swift’s 

headquarters for business. Kashman reached out to the Insider, and the two of them met 

in person that day outside of Knight-Swift’s headquarters. 

12. Kashman and the Insider had been friends for more than 10 years. They 

typically met in person at least once a month, frequently to go for lunch or to go on a 

hike. They also had taken family vacations together. Kashman and the Insider 

frequently discussed issues they were having in their family and professional lives and 

shared personal confidences. 

13. During their conversation on February 7, 2023, the Insider mentioned to 

Kashman that Knight-Swift was in negotiations to buy US Xpress. At the time, the 

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Insider was worried about how the merger might affect staffing in his department at 

Knight-Swift. The Insider knew that the information about the potential acquisition was 

material and nonpublic and trusted his friend to keep the information confidential. The 

Insider did not expect his friend to trade on the material nonpublic information. 

14. The day after their meeting, February 8, 2023, Kashman sold $30,000 

worth of shares of a mutual fund he held in a brokerage account. That same day, 

Kashman used these proceeds, and additional funds, to purchase 18,200 shares of US 

Xpress stock at $1.67 per share. Kashman purchased the US Xpress stock on the basis 

of the material nonpublic information he misappropriated from his long-time friend, the 

Insider. Kashman’s purchase was the first time he had ever purchased US Xpress 

securities. Following this purchase, however, US Xpress stock comprised more than 

80% of the value in the brokerage account Kashman used for the trades. 

15. When Kashman purchased the US Xpress stock on February 8, 2023, he 

misappropriated from the Insider material nonpublic information that Knight-Swift was 

in negotiations to acquire US Xpress. Kashman knew or was reckless in not knowing 

that this information was material and nonpublic. Kashman owed a duty of trust and 

confidence to the Insider by virtue of their relationship and their history of sharing 

confidences, and Kashman knew, or reasonably should have known, that the Insider 

expected that the information he communicated to Kashman would be kept confidential. 

Kashman knowingly or recklessly violated this duty of trust and confidence when he 

purchased US Xpress stock on the basis of the material nonpublic information he had 

learned from his friend. 

16. On March 21, 2023, before the market opened, US Xpress announced that 

Knight-Swift had made an offer to purchase the Company at $6.15 per share. Based on 

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that announcement, the price of US Xpress stock rose nearly 300%, and closed that day 

at a price of $5.98 per share. 

17. On March 22, 2023, Kashman sold his 18,200 shares of US Xpress stock at 

$5.95 per share. Kashman’s illicit profits from his unlawful trading totaled $77,723 

 

CLAIM FOR RELIEF 

Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

18. The Commission re-alleges and incorporates by reference each and every 

allegation contained in the paragraphs above. 

19. By engaging in the conduct described above, Defendant, directly or 

indirectly, in connection with the purchase or sale of securities, by use of means or 

instrumentalities of interstate commerce, or of the mails, with scienter: (a) employed 

devices, schemes or artifices to defraud; (b) made untrue statements of material facts 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 (c) 

engaged in acts, practices, or courses of business which operated or would operate as a 

fraud or deceit upon other persons, including purchasers and sellers of securities. 

20. By reason of the foregoing, Defendant, directly or indirectly, violated, and, 

unless enjoined, is reasonably likely to continue to violate, Exchange Act Section 10(b) 

[15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court issue a 

judgment: 

I. 

In a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, 

permanently restraining and enjoining Defendant from, directly or indirectly, 

violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 

Case 2:25-cv-02554-DLR     Document 1     Filed 07/21/25     Page 5 of 6



 
 

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thereunder [17 C.F.R. § 240.10b-5] by: (i) buying or selling a security of any 

issuer, on the basis of material nonpublic information, in breach of a fiduciary duty 

or other duty of trust or confidence that is owed directly, indirectly, or derivatively, 

to the issuer of that security or the shareholders of that issuer, or to any other 

person who is the source of the information; or (ii) by communicating material 

nonpublic information about a security or issuer, in breach of a fiduciary duty or 

other duty of trust or confidence, to another person or persons for purposes of 

buying or selling any security; 

II. 

Ordering Defendant to pay a civil penalty pursuant to Section 21A of the 

Exchange Act [15 U.S.C. § 78u-1(a)(2)]; 

III. 

Ordering Defendant to disgorge all ill-gotten gains by which he was unjustly 

enriched, with prejudgment interest thereon, as a result of the alleged violations, 

pursuant to Exchange Act Sections 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(5), 

and 78u(d)(7)]; and 

IV. 

Granting any other and further relief this Court may deem just and proper. 

 

DEMAND FOR JURY TRIAL 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC hereby 

requests a trial by jury. 

 

Dated:  July 21, 2025 

/s/ Brian Vann                    

Brian Vann 
Attorney for Plaintiff 
U.S. Securities and Exchange 
Commission 

Case 2:25-cv-02554-DLR     Document 1     Filed 07/21/25     Page 6 of 6