Robert Kramer’s Insider Trading Case: NY Martin Act Suit Over Emergent

The insider trading case against Robert Kramer is a civil lawsuit filed in January 2026 by New York Attorney General Letitia James, accusing the former Emergent BioSolutions CEO of making more than $10.1 million by selling company stock while he secretly knew that Emergent’s Baltimore vaccine plant was so contaminated it would eventually cause the destruction of hundreds of millions of COVID-19 vaccine doses. The suit was brought under New York’s Martin Act and seeks to force Kramer to give back every dollar of profit from those sales, along with civil penalties and a possible permanent bar from serving as an officer or director of any public company.¹

What Kramer Is Accused of Doing

The complaint lays out a tight sequence of events over about four months.

On October 6, 2020, Kramer received an internal presentation detailing aborted, contaminated vaccine batches at Emergent’s Bayview facility in Baltimore.
On October 13, 2020, Emergent determined that multiple batches were likely lost due to contamination.
The next day, October 14, Kramer told his investment advisor to set up a stock trading plan.
On November 13, 2020, Emergent’s senior counsel formally approved a Rule 10b5-1 trading plan for him, with sales set to start 63 days later.
In January and February 2021, Kramer exercised stock options and sold more than 88,000 Emergent shares, collecting proceeds of $10,121,079.50.

The shares sold at weighted average prices between roughly $106 and $120. That was near the top. Emergent’s stock had jumped 43.6% after the AstraZeneca contract was announced in summer 2020, climbing from about $95 to over $136. When the contamination story broke publicly in late March and April 2021, the price fell from $92.91 to $80.46 in a single day, dropped again to $67.87 when Emergent disclosed the manufacturing halt, and lost about half its value by late April.³¹

The Nonpublic Information Kramer Allegedly Held

The trading window sits inside a manufacturing disaster that Emergent had not disclosed to the market. The company’s Bayview plant in Baltimore held a $628 million federal contract to produce COVID-19 vaccine ingredients for Johnson & Johnson and AstraZeneca. An FDA inspection in April 2020 had documented five deficiencies, and by June the FDA had told Emergent the facility was not ready for commercial operations. Internal consultants warned of mold, overcrowding, poor cleaning, and untrained temporary workers, with one November 2020 report calling the work “NON-CGMP compliant” and a “direct regulatory risk.”⁴

In March 2021, workers cross-contaminated Johnson & Johnson and AstraZeneca batches. The Biden administration halted all manufacturing at Bayview from April to August 2021 and terminated the contract entirely that November.⁵ The AG’s theory is that Kramer knew enough of this by October 2020 to make the trades material, and to make the 10b5-1 plan itself tainted.

Why the Case Was Brought Under the Martin Act

The Martin Act is a New York state securities fraud statute, and it gives the Attorney General unusually broad reach. Unlike federal insider-trading law, it does not require prosecutors to prove that a defendant acted with deliberate intent to defraud. The AG can seek injunctions, disgorgement, civil penalties of up to $10,000 per violation, and a permanent bar from serving as an officer or director of a public company. Willful violations can be charged criminally as felonies carrying up to four years in prison, though the Kramer case is civil.¹²

The lower intent standard is what makes the Martin Act attractive here, and Martin Act insider-trading case law is thin, so the outcome may shape how state attorneys general use their own securities laws against conduct that federal regulators traditionally handle.⁶

The 10b5-1 Plan Question

Rule 10b5-1 plans, created under SEC rules, let corporate insiders schedule stock sales in advance during a period when they do not possess material nonpublic information. The point is to let executives sell in an orderly way without being accused of trading on secrets. Kramer’s defense rests heavily on the fact that he used one and that Emergent’s own counsel approved it.

The AG’s answer is that the shield disappears if the insider actually holds material nonpublic information when the plan is adopted. Because Kramer allegedly knew about the contamination in October 2020, the argument goes, the plan he set up that same month and had approved in November was tainted from the moment it was created, and every sale that followed was tainted with it.²

Kramer’s Defense

Kramer is represented by Kirby Behre and Alexandria Westbrook of Miller & Chevalier. His team has called the lawsuit “baseless” and “an unwarranted expansion of the AG’s power,” arguing that the sales went through a plan approved by Emergent’s own counsel and were consistent with the federal rules for executive trading. Behre has also emphasized that the SEC and Department of Justice previously reviewed these trading issues and declined to bring action against Kramer personally.⁷

On February 4, 2026, Kramer removed the case from New York state court to the U.S. District Court for the Southern District of New York. His removal filing argued three grounds: that he was acting under the direction of federal officers during the pandemic response through Operation Warp Speed, HHS, BARDA, and the FDA; that the case turns on the interpretation of federal SEC regulations; and that diversity of citizenship exists because he lives in Michigan and the AG is seeking relief for New York investors.⁸ As of mid-2026, no ruling on jurisdiction and no motion to dismiss or other substantive court decision has been reported.

Emergent’s Same-Day Settlement

On the same day the AG sued Kramer, her office announced a separate settlement with Emergent BioSolutions itself. Under an Assurance of Discontinuance, the company agreed to pay $900,000 in penalties for approving Kramer’s trading plan while he possessed material nonpublic information. Emergent did not admit or deny the AG’s findings.⁹

The settlement also rewrites Emergent’s insider trading policy. Board members and officers at the senior vice president level and above must now complete an enhanced pre-clearance form before trading stock or modifying any 10b5-1 plan. The executive has to certify that they do not hold material nonpublic information and must specifically consider whether they know of any “material incident,” a defined term that includes significant regulatory developments such as FDA inspection findings, whistleblower complaints, notable production issues like contamination or quality-control failures, and significant developments in key contractual relationships. Emergent also has to give the AG’s office quarterly reports for three years listing every officer or board member who adopts, modifies, or terminates a 10b5-1 plan, with copies of the plans and signed pre-clearance forms.⁹

Why Federal Regulators Didn’t Bring the Same Case

Senator Elizabeth Warren had asked the SEC to investigate Kramer’s stock sales in April 2021, writing directly to SEC Chair Gary Gensler and noting that Kramer had netted about $7.5 million in profits after exercising options that cost roughly $2.5 million and selling for more than $10 million.¹⁰

The SEC did pursue Emergent as a company. In April 2025, it issued a cease-and-desist order finding that Emergent made materially misleading public statements between April 2020 and April 2021 about its readiness to manufacture COVID-19 vaccines. Emergent paid a $1.5 million civil penalty and settled without admitting or denying the findings. That action targeted the company only, not Kramer.³ Emergent shareholders also brought a securities fraud class action in federal court in Maryland covering statements from March 2020 through November 2021; that case settled for $40 million, with final court approval on February 27, 2025.¹¹

Neither the SEC nor the DOJ has filed insider trading charges against Kramer personally. His lawyers point to that as evidence the New York case overreaches; the AG’s office is proceeding under a state statute with a lower intent bar than the federal law those agencies would have had to meet.

Where the Case Stands

The lawsuit is pending in federal court in the Southern District of New York following Kramer’s removal. No court has ruled on the merits, and the threshold jurisdictional fight over whether the case belongs in state or federal court has not been decided. Kramer, who joined Emergent shortly after its 1998 founding and stepped down as CEO effective June 27, 2023 before retiring that August, has not been charged criminally.¹²

1
New York Attorney General. Attorney General James Sues Former CEO of Emergent BioSolutions for Insider Trading
2
New York Attorney General. People of the State of New York v. Robert G. Kramer, Complaint
3
U.S. Securities and Exchange Commission. In the Matter of Emergent BioSolutions, Inc., File No. 3-22472
4
House Select Subcommittee on the Coronavirus Crisis. The Coronavirus Vaccine Manufacturing Failures of Emergent BioSolutions
5
House Select Subcommittee on the Coronavirus Crisis. Trump, Emergent Botched Millions of COVID Vaccines
6
Akin Gump. NYAG Suit Against Former CEO for Insider Trading Under Martin Act Signals Greater State Securities Enforcement Ahead
7
Miller & Chevalier. Miller & Chevalier Represents Robert Kramer in Insider Trading Suit Filed by New York Attorney General
8
ALM. Notice of Removal, Case 1:26-cv-00991
9
New York Attorney General. Emergent BioSolutions, Inc. Assurance of Discontinuance
10
U.S. Senator Elizabeth Warren. Warren Calls on SEC To Investigate Potential Insider Trading by CEO of Emergent BioSolutions
11
Kessler Topaz Meltzer & Check LLP. Emergent BioSolutions, Inc. Securities Litigation
12
Emergent BioSolutions. Emergent BioSolutions Announces CEO Transition