Ontrak and Acuitas Securities Enforcement Case: The Customer Warnings Behind the Stock Sales

In the Ontrak and Acuitas securities enforcement case, the Securities and Exchange Commission alleged that Ontrak’s executive chairman used advance trading plans to sell stock while he knew its largest customer was likely to leave. The SEC later agreed to dismiss its civil action against the executive and Acuitas Group Holdings, his personal investment vehicle. If you handled customer communications, enrollment forecasts or broker instructions, this case shows how information from ordinary business records can contradict a signed trading certification.

This page follows the customer warnings, the Acuitas trades and the separate civil and criminal accounts. Our page on trading plans and insider trading explains the broader rules governing the plan itself.

Acuitas Sold the Shares, Ontrak Held the Customer Contract

The Securities and Exchange Commission’s complaint concerning Ontrak stock sales named the executive chairman and Acuitas as defendants. Ontrak was the publicly traded healthcare company whose stock they allegedly traded. The executive founded Ontrak and wholly owned Acuitas, the investment vehicle in whose name he established the plans.

The complaint identified the health-plan customers as Customer A and Customer B. Its central allegation concerned the executive’s use of confidential information about Customer A when directing stock sales through Acuitas. The customer relationship belonged to Ontrak, while the trading plans and sale proceeds belonged to the executive’s investment vehicle.

Why Losing a Health-Plan Customer Mattered

Ontrak earned fees based on how many health-plan members enrolled in its behavioral-health program. The SEC complaint explains that Ontrak contracted with health plans to identify people whose chronic conditions could improve through behavior change, then provided additional health care services. Enrollment was the link between the customer relationship and revenue.

The complaint describes an earlier warning about the cost of losing a major customer. On March 1, 2021, Ontrak announced that Customer B would terminate its contract, and the stock fell more than 46%. The executive’s stake lost over $265 million in value that day. After that departure, Ontrak publicly emphasized Customer A as a source of replacement business and growth.

According to the complaint, Customer A’s members accounted for 67% of the remaining program participants in Ontrak’s announcement. But by late March, the executive was receiving updates about the customer’s dissatisfaction. An internal email copied to him described a budget squeeze from faster enrollment, doubts about savings and concern that Ontrak was receiving credit for savings unrelated to its program.

The warning became visible in the enrollment pipeline. The SEC alleged that Customer A had been sending monthly lists of over 2,000 to 4,000 potential members, but sent only 51 in April. Because fees followed enrollment, that slowdown reached the money before a formal termination notice reached the market.

The May Trading Plan Followed the Warnings

The Securities and Exchange Commission alleged that the executive sought a broker for planned stock sales while Ontrak was trying to save the customer relationship. Ontrak’s chief executive had shared proposed fee concessions with him before sending them to Customer A.

According to the complaint, the executive forwarded a bleak customer update to an Ontrak consultant and pressed for a response. The consultant replied:

The SEC alleged that the executive contacted a brokerage firm on May 3, 2021, to arrange sales after exercising warrants for Ontrak stock. That broker required a cooling-off period between adopting the plan and starting sales.

The complaint says the executive moved to another broker that would permit immediate selling, despite that broker’s recommendation to wait. On May 10, he established the first plan in Acuitas’s name, directing sales beginning the next business day.

In the plan, he certified that he was unaware of important nonpublic information about Ontrak. The SEC alleged that certification was false because he already knew the largest customer relationship was in serious jeopardy. In the SEC’s account, we see the customer warnings follow the executive. The waiting period stayed with the broker he left.

The complaint says the federal rule then in force did not require a cooling-off period. Its allegation was that the executive adopted the plans after learning the customer was likely to leave.

The Customer’s Decision Reached the Executive

The SEC alleged that Customer A told Ontrak’s chief executive on May 18, 2021, that it intended to end the contract at year-end. The chief executive relayed that decision to the executive chairman the same day. His text, quoted in the complaint, included:

According to the complaint, Ontrak continued offering concessions and trying to arrange calls, while Customer A failed to engage substantively. The executive received updates on those efforts. Beginning in July, the customer stopped sending members for enrollment, and an internal layoff memo said the outreach and enrollment pools were not growing fast enough to support staffing.

For someone working on the account, these were concrete business events: unanswered proposals, an empty enrollment pipeline and a staffing decision. The SEC tied that operational information to what the executive knew when he signed the next trading plan. A customer-facing employee could recognize the warning well before seeing a stock sale record.

The August Plan Sold Before the Announcement

The Securities and Exchange Commission alleged that the executive established another plan in Acuitas’s name on August 13, 2021, the same day a sales employee told him the customer would likely terminate. The plan again represented that he lacked important nonpublic information. Sales began on the next trading day, August 16, and Acuitas sold 45,000 shares before the public announcement.

On August 19, Ontrak disclosed the customer’s departure in a public filing before trading opened. According to the complaint, the company expected nearly $50 million in revenue from its remaining customers under existing contracts for the following year, against analysts’ earlier estimates of about $118 million. The stock closed down more than 44% that day.

Across the sales before that announcement, the SEC alleged that the executive and Acuitas sold 641,357 shares for over $20 million. It calculated at least $12,711,324 in avoided losses by comparing the shares’ sale values with their closing value on the announcement day.

The Criminal Account and the SEC’s Later Dismissal

The Justice Department’s account of the criminal case reported that a jury found Ontrak’s former chairman and chief executive guilty of securities fraud and insider trading. It described the criminal matter as the first insider-trading prosecution based exclusively on the use of advance trading plans.

That criminal account described the second plan as coming minutes after Ontrak’s chief negotiator told the executive the customer contract would likely end. It also described warnings from brokers, a senior Ontrak executive and attorneys about waiting before selling. The executive began selling on the next trading day after each plan. Those details connect the criminal case to the same sequence of information, instructions and sales described in the SEC complaint.

On August 7, 2026, the Securities and Exchange Commission announced that it and the defendants had filed a joint agreement to dismiss the civil action permanently. That agreement concerned the executive and Acuitas in the civil action. The Justice Department’s account described the executive’s separate criminal case.

How Hard Is It to Prove Insider Trading?

In Ontrak’s case, the Securities and Exchange Commission connected the executive’s knowledge to his trades through customer messages, company policy, signed certifications, broker communications and sales records. Our broader page on securities fraud evidence follows how internal business records can explain what investors were told.

According to the SEC complaint, Ontrak’s policy specifically identified termination of a material agreement as important nonpublic information. The complaint also says the executive acknowledged receiving and agreeing to follow the policy. The SEC placed those acknowledgments alongside his knowledge of the customer relationship and the contrary representations in the trading plans.

The Justice Department described the criminal case as part of its Fraud Section’s initiative to identify executive abuses of trading plans through data analysis. The FBI investigated, with assistance from FINRA’s Criminal Prosecution Assistance Group. Trading data can reveal the timing, while the customer messages described in the complaint show what reached the executive before he signed.

The gap between knowing and announcing has a wider significance. The Wisconsin Law Review’s 2018 paper Insider Trading and the Integrity of Mandatory Disclosure argues that periodic reporting gives companies time to compile and verify information for investors, creating an opportunity for insiders to exploit that interval:

In Ontrak’s case, the SEC complaint put the internal customer story beside the later public announcement. If your work gives you a view of that gap, we connect what you saw with the plan and trades when assessing a securities fraud report. The useful knowledge may sit with the person managing enrollment or negotiating a contract as well as the person handling the brokerage account.

Your Customer Knowledge Can Explain the Trade

An eligible SEC whistleblower award can pay 10% to 30% of sanctions collected in a qualifying action with sanctions over $1 million. If you saw a customer warning reach an executive before a plan authorized stock sales, speak to one of our Whistleblower Experts about the warning you saw. We work with you to build your strongest securities whistleblower case, bring in securities fraud whistleblower lawyers who understand trading plans and broker records, and stay alongside you throughout the case.