SEC Reinstates Accountant Joseph Jennings, CPA After Suspension

UNITED STATE S OF AMERICA Before th e SECURITI ES AND EXCHANGE CO MMISSION SECURITI ES EXCHANGE ACT OF 1934 Release No. 104880 / Fe bruary 24, 2026 ACCOUNTING AND AUDITING E NFORCEMENT Release No. 4586 / Febr uary 24, 2026 ADMINISTRATI VE PROCEEDI NG File No. 3-18652 In the Matte r of JOSEPH JENNINGS, CPA:::::: ORDER GRANTI NG APPLICATIO N FOR REINSTAT EMENT TO APPEAR AND P RACT ICE BEFORE T HE COMMISSIO N AS AN ACCOUNTANT RESPONSIBLE FOR THE PREPARATION O R REVIE W OF FINANCIAL STATEMENTS RE QUIRED TO BE F ILED WITH THE COMMISSION O THE R THAN AS A MEMBE R OF AN AUDIT COMM ITTEE On August 20, 2018, the Commis sion issued a con sent ed Corre cted Ord er Instituting Public Administrative and C ease - and - Desist Proceedings Pursuant to S ection s 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings and Imposing Remedial Sanctions and a Ceas e - and - Desi st Order (t he “Suspension Order”) against Respondent Joseph Jennings., CPA. 1 The Suspension Order denied Jennings the privilege of appearing or practicing before the Commission as an accountant but permitted him, aft er two years from the date of the Suspension Order and if certain conditions were met, to request tha t the Commission consider h is reinstateme nt to resume appearing or practicing before the Commission as (1) a preparer or reviewer, or a person responsible for the preparation or review, of financial statements that are required to be filed with the Commission other than as a member of an audit committee, as that term is defined in Section 3(a)(58) of the Securities Exchange Act of 1934 (“Exchan ge Act”); (2) a preparer or reviewer, or a person responsible for the preparation or review, of financial statements that are required to be f iled with the Commission a s a member of an audit committe e, as that term is d efined in Section 3 (a)(58) of the Ex chang e Act; or (3) an independent accountant. This order is issued in response to Jennings’ applica tion for reinsta tement to appear and practice before the Commission as an accountant responsible for the preparation or review of financ ial statements req uired to be filed w ith the Commission, other than as a member of an audit committe e. 1 See Accounti ng and Audit ing E nforcement R eleas e No. 3960, dated Augus t 2 0, 20 18.

2 In the Suspension Order, the Commission found that Jennings, through his work as a director of a major accounting and auditing firm (the “Firm”), learned that the Firm’s clients H.J. Heinz Company (“Heinz”) and Kraft Foods Group, Inc. (“Kraft”) planned to enter into a merger agreement. On March 23, 2015, while in possession of this material nonpublic information, and in breach of his duty of trust and confidence to the Firm, Jennings purchased 100 Kraft call options in a close relative’s online brokerage account for approximately $5,500. After the announcement of the merger, Kraft’s stock price increased by approximately 35%. Following the Announcement, the value of the Kraft options that Jennings had purchased in his close relative’s account increased by approximately $150,500. Jennings did not sell or exercise the Kraft options following the Announcement. Later, in June 2015, Jennings and his relative who owned the account contacted the brokerage firm where the account was held to instruct the brokerage firm to allow the Kraft options to expire without being exercised. As a result, the options Jennings had purchased expired without being exercised or sold. Rule 102(e)(5) of the Commission’s Rules of Practice governs applications for reinst atement and provides that the Commission may reinstate the privilege to appear and practice before the Commission “for good cause shown,” 2 which determination is nece ssarily highl y fact sp ecific. Jennings has shown good cause for reinstatement and has met the conditions set forth in the Suspension Order to be reinstated to appear and practice before the Commission as a person responsible for the preparation or review of financial statements required to be filed with the Commission, other than as a member o f an audi t co mmit tee. In his capa city as a person responsible for the preparation or review of financial statements required to be filed with the Commission, o ther than as a member of an a udit committee, Jennings atte sts that he will have his work reviewed by the independent audit committee of any company for which he works, or in some other manner acceptable to the Commission, while practicing before th e Commission in this capacity. Jennings is not, at this time, seeking to appear or practice before the Commission as a person responsible for the preparation or review of financial statements required to be filed with the Commission as a me mber of an audit committee or as an independent accountant. If, in the future, Jennings should wish to resume appearing and practicing before the Commission in such a capacit y, he will be required to submit an applic ation to the Commission demonstrating, among other things, that he ha s complied and will c omply with the ter ms of the Suspension Order. On the basis of information supplied, representations made, and undertakings agreed to by Jennings, and for the reasons stated immediately above, Jennings has shown good cause for reinstatement. Therefore, it is accordingly, 2 Rule 102(e) (5)(i) provides: “ [a] n applic ation for reinstat ement of a person permanent ly sus pended or dis qualifie d under par agraph (e)(1) or (e)(3) of t his r ule may be ma de at any t ime, and t he appli cant may, in the C ommissi on’s disc retion, be af forded a hearing; h owever, the suspe nsion or disquali ficati on shall co ntinue u nless a nd until the a ppli cant has bee n reinstat ed by the Commi ssion fo r good c ause shown. ” 17 C.F.R. § 201.102(e) (5)(i).

3 ORDERED pursuant to Rule 102(e)(5)(i) of the Commission’ s Rules o f Practi ce that Joseph Jennings, CPA is hereby reinstated to appear and practice before the Commission as an accountan t responsible for the preparation or review of financial statements required to be filed with the Commission, other than as a mem ber o f an aud it com mitt ee. By the Commission. Vanessa A. C ountryman Secreta ry