The Facts

At 12:12 a.m. on November 10, 2021, shortly after leaving a nationally televised basketball game at Madison Square Garden, Gavin Wolfe created a calendar entry on his phone: “SJi and njr.” SJI was the stock symbol for South Jersey Industries, a publicly traded energy company. Nine hours and fourteen minutes later, the SEC says, Wolfe directed an investment manager to move nearly $2.2 million into a brokerage account and begin buying South Jersey shares.

The attempted orders did not fill that day because Wolfe set a maximum purchase price the stock never reached. He allegedly changed tactics the next morning, using market orders that executed immediately. Those were his first purchases of South Jersey stock.

Behind the calendar entry was a confidential corporate sale process. South Jersey’s chief executive had contacted Jason Satsky, then a senior investment banker at an institution identified only as Investment Bank A, on September 29, 2021. South Jersey wanted the bank to advise it after a prospective buyer expressed interest. Satsky led the engagement.

By late October, South Jersey’s board had authorized management to explore a sale, the bank had prepared a list of possible buyers, and outreach had begun. The SEC alleges that Satsky disclosed information about that process to Wolfe no later than the night of the basketball game.

South Jersey publicly announced on February 24, 2022 that it had agreed to be acquired for $36 per share. Its stock closed that day at $32.84, up $9.36, or approximately 40%, from the previous close. The acquisition ultimately closed on February 1, 2023.

How the Alleged Tip Became a $53 Million Position

The information at issue is what securities law calls material nonpublic information: information that has not been released publicly and that a reasonable investor would consider important when deciding whether to trade. A possible corporate acquisition fits that description because an agreed purchase price can cause the target company’s stock to rise sharply.

Satsky’s employer prohibited employees from trading on confidential client information or passing it to others who might trade. He received annual training on those rules, the complaint says. Wolfe had spent roughly 23 years in the securities industry, including four years as a managing director at the same bank, and had received training on the same policies.

Wolfe did not place the position in a single personal account. He allegedly directed trades through eight entities he controlled. Two of them accounted for nearly two million of the shares. Others held assets for family trusts, a retirement plan, private-placement life-insurance accounts, or Wolfe himself.

The scale was unusual for Wolfe, according to the SEC. In the preceding three and a half years, his next eight largest monthly purchases of a single public stock ranged from approximately $2.4 million to $16.6 million. The South Jersey position exceeded $53 million and represented roughly one-fifth of the approximately $260 million portfolio held through his eight entities before the trading began.

Some of the purchases were financed on margin, meaning Wolfe borrowed against other securities to increase the amount he could buy. By the announcement date, the eight accounts held 2,145,604 shares. The SEC says the public price increase created approximately $18,543,448 in unrealized gains, a return of about 36% on the position.

The Friendship at the Center of the Case

Satsky and Wolfe had known each other for more than two decades. They worked together as energy investment bankers, socialized with their wives, shared business contacts, and exchanged personal and professional favors. During the fall of 2021 alone, the complaint counts nearly 300 text messages and approximately 20 phone calls between them.

The SEC must do more than allege that confidential information moved between friends. Its theory also depends on Satsky receiving a personal benefit from the disclosure and Wolfe knowing, or recklessly disregarding, that the information came through a breach of duty.

To support that theory, the complaint describes Wolfe’s efforts to help Satsky’s son apply to an institution identified as University A. Wolfe was an influential donor whose children had attended the university. On October 27, 2021, he sent a recommendation letter to a university vice president and forwarded the favorable response to Satsky. Satsky’s son was admitted on December 15.

The SEC does not allege that the university participated in insider trading. Nor does the complaint describe an explicit trade in which admission help was exchanged for deal information. It presents the assistance as one part of a long pattern of favors that, in the agency’s view, supports its claim that Satsky tipped Wolfe to reward and maintain their relationship.

The SEC’s case does not rest on one friendship alone. It connects that relationship to confidential deal access, precisely timed communications, a first-time stock purchase, and a position far larger than Wolfe’s previous public-stock investments.

How the Information Allegedly Spread

The SEC says the information did not stop with Wolfe. It alleges that he passed it to three friends or business associates who began buying South Jersey shares shortly after speaking with him.

The agency puts the three direct tippees’ combined unrealized gains at approximately $515,000. Individual B then recommended South Jersey to his brother and mentioned it to a business partner, according to the complaint. Their announcement-day unrealized gains were approximately $26,000 and $1.962 million, respectively. The SEC does not allege in this complaint that those two secondary buyers knew the recommendation originated in confidential information.

Who Bore the Consequences?

The clearest quantified consequence in the filing is the financial advantage the SEC says flowed to people trading before the public announcement. Wolfe’s entities allegedly gained about $18.5 million on paper in one day. Three direct tippees allegedly gained another $515,000, while two people further down the recommendation chain also held profitable positions.

The complaint frames Satsky’s alleged disclosure as a breach of duties owed to Investment Bank A, South Jersey, and South Jersey’s shareholders. Confidential acquisition work depends on advisers restricting access to information that can move the market. Here, the stock’s 40% announcement-day rise shows why advance knowledge would have mattered to a buyer.

The filing does not identify the investors who sold shares to Wolfe or the other buyers, calculate losses for specific trading counterparties, or establish that every seller would have acted differently with access to the information. It also does not quantify any broader effect on market confidence or South Jersey customers. Those harms should not be invented merely because insider trading is alleged.

What the record does support is a narrower institutional consequence: if the SEC’s account is proven, people connected to a deal adviser received a valuable informational advantage unavailable to the public while South Jersey’s sale remained confidential. The securities laws at issue exist to prevent that private advantage from being converted into trading profit.

The Evidence the SEC Cites

No single item in the complaint reproduces the alleged tip. The SEC instead builds its case from timing, relationships, communications, trading records, account control, and what it describes as later efforts to conceal or minimize the conduct.

Timing and trading size

Wolfe’s first attempted orders came the morning after the game, and his first completed purchases followed a day later. The investment was larger than any public-stock position described in his preceding three and a half years. The SEC also notes that Wolfe contacted alleged tippees immediately before their purchases.

Encrypted directions

The complaint says Wolfe used Wickr and WhatsApp to communicate with his investment manager and used the word “weather” as a signal to switch to Wickr. Messages on those applications could be deleted and, once deleted, could not be retrieved. The agency alleges that Wolfe’s use of Wickr before and during the South Jersey purchases prevented his trading directions from being preserved.

What Happened When Regulators Started Looking

In August 2022, the Financial Industry Regulatory Authority, or FINRA, asked Investment Bank A to identify employees who knew about the merger before it was announced. FINRA is a private, industry-funded regulator that oversees brokerage firms and reviews trading for possible market abuse.

Its list included Wolfe and several Wolfe-controlled entities. After the bank circulated the request internally, Satsky photographed a public chronology of the merger and spoke with Wolfe twice that evening, according to the complaint. His eventual response characterized Wolfe as a client and former banker receiving periodic business coverage.

The SEC alleges that description omitted a close personal friendship, years of exchanged favors, and frequent contact during the deal process. Whether the response was intentionally misleading remains an allegation, not a judicial finding.

The complaint also describes an unusual episode when FBI agents separately approached Wolfe and Individual A in February 2024. Individual A allegedly called Wolfe and left the connection open while agents questioned him, without telling them Wolfe was listening. Individual A then said he had independently conceived the South Jersey investment. Wolfe later told agents he did not recall whether he directed the purchases.

The SEC calls those statements false and misleading, alleging that Wolfe alone chose the investment and directed the trades. In later SEC testimony, Wolfe offered a different explanation: South Jersey was undervalued, paid a steady dividend, and looked attractive while interest rates were low. The complaint treats the changing explanations as evidence supporting its case. A court has not yet decided which account is accurate.

What the SEC Is Alleging—and What a Court Has Decided

The SEC accuses Wolfe and Satsky of violating Section 10(b) of the Securities Exchange Act and Rule 10b-5, the federal provisions that prohibit fraud in connection with securities trading.

The agency’s theory is that Satsky breached a duty of confidentiality by giving Wolfe important nonpublic information for a personal benefit; Wolfe knew or recklessly disregarded the source and traded; and Wolfe then passed the information to others. The defendants are alleged to have acted knowingly or recklessly, a required state of mind the SEC must prove rather than merely assert.

The eight Wolfe-controlled entities are named as relief defendants. That designation does not accuse them of independently committing the alleged securities violation. It allows the SEC to seek the return of gains it says the entities received without a legitimate claim.

The agency asks the court for injunctions, disgorgement of alleged gains with interest, civil penalties, and orders barring Wolfe and Satsky from serving as officers or directors of certain public companies. It also seeks to prohibit Satsky from working as or associating with a broker or dealer.

No merits decision appears in the supplied record. The court has not found that Satsky made a tip, that Wolfe traded on it, that either defendant lied, or that the gains were unlawful. The SEC demanded a jury trial, and the complaint begins the process of testing those allegations.

The Missing Side of the Record

The supplied document contains the SEC’s account only. It does not include answers from Wolfe or Satsky, motions challenging the complaint, sworn defense evidence, or public statements responding to each allegation.

That absence matters because the central communication remains inferential. The complaint says Satsky disclosed confidential information on one or more occasions no later than the end of the November 9 basketball game, but it does not quote the alleged tip or identify its exact words. The SEC’s case connects surrounding communications and conduct; the defendants will have an opportunity to dispute those inferences.

The filing says Investment Bank A terminated Satsky in early March 2025, but it does not state why. The termination therefore cannot be treated as proof that the bank concluded he engaged in insider trading.

What Remains Unresolved

• Whether Satsky disclosed confidential South Jersey information to Wolfe and, if so, what he said and when.
• Whether Satsky intended to benefit Wolfe or their relationship through the alleged disclosure.
• Whether Wolfe’s purchases were based on confidential information or the valuation-and-dividend rationale he later gave the SEC.
• Whether the encrypted communications and later statements were attempts to conceal unlawful conduct or have another explanation.
• Whether the court will order disgorgement, penalties, industry restrictions, or any of the other remedies requested by the SEC.

What a Legitimate Fix Looks Like

The complaint describes a bank with written confidentiality rules, annual training, and an information-wall policy. If the allegations are proven, the problem wasn’t a complete absence of rules. It was the alleged ability of a senior deal banker to move confidential information through a personal relationship and then minimize that relationship when surveillance identified the trades.

A credible response would pair written policies with enforceable records-retention requirements, scrutiny of personal and business relationships connected to suspicious trades, and independent review of employees’ answers to regulatory inquiries. When encrypted messaging is used for investment directions, firms and regulators also need a reliable way to distinguish permitted private communication from deliberate destruction of business records.

Those controls cannot guarantee that no one will misuse confidential information. They can make it harder for a valuable tip to pass through friendship networks while leaving investigators with little more than call logs, calendar entries, and the timing of trades.

What to Watch

The decisive issue is not whether the timing looks suspicious. It is whether the SEC can prove that confidential acquisition information crossed from Satsky to Wolfe and caused the trading that followed. Until evidence is tested and the court rules, the complaint supplies a detailed accusation—not a verdict.