Litigation Releases (Brian J. Suthoff)

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 26466 / January 26, 2026

Securities and Exchange Commission v. Brian J. Suthoff, No. 26-cv-10350 (D. Mass. filed Jan. 26, 2026)

SEC Files Settled Action as to Massachusetts Resident for Alleged Insider Trading in Massachusetts-Based Biopharmaceutical Company

On January 26, 2026, the Securities and Exchange Commission filed a settled insider trading action as to Massachusetts resident Brian Suthoff, who allegedly avoided losses of almost $20,000 by trading ahead of negative news announced by Cambridge, Massachusetts-based biopharmaceutical company Sage Therapeutics, Inc. Suthoff consented to the entry of a judgment without admitting or denying the SEC's allegations.

According to the SEC's complaint, in June 2023, Suthoff owed a duty of trust and confidence to a Sage insider who learned material non-public information regarding the FDA's position on Sage's application for approval of its drug for the treatment of major depressive disorder (MDD). The SEC alleges that in the days leading up to Suthoff's trade, the insider learned on an "extremely restricted" basis that the FDA had just stricken MDD entirely from the proposed label listing approved uses of the drug, attended committee meetings about the FDA's comments regarding the proposed label, and received emails imposing special confidentiality restrictions and a special blackout period on the trading of Sage securities given the FDA developments. As alleged, Suthoff misappropriated the non-public information from the insider and then-in advance of Sage's August 4, 2023 announcement that the FDA had denied approval of Sage's primary drug candidate for the treatment of MDD-liquidated all the Sage shares he had held for more than two years. The SEC alleges that Suthoff avoided losses of $19,680 when Sage's share price dropped 53% following the announcement.

The SEC's complaint, filed in the U.S. District Court for the District of Massachusetts, charges Suthoff with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Without admitting or denying the Commission's allegations, Suthoff consented to the entry of a final judgment, subject to court approval, which would permanently enjoin him from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; order him to pay disgorgement of $19,680.00, prejudgment interest of $3,345.67, and a civil penalty of $19,680.00; and impose on him a five-year bar from serving as an officer or director of any public company.

The SEC's investigation was conducted by Cassandra Arriaza and Jeffrey Cook, under the supervision of Celia Moore of the SEC's Boston Regional Office. The SEC appreciates the assistance of the Financial Industry Regulatory Authority.