SEC v. Federico Nannini; Mauro Nannini; Alejandro Thermiotis; and Francisco Tonarely, No. 1:24-cv-23531-BB, Southern District of Florida (Sept. 16, 2024) — Complaint

1

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

FEDERICO NANNINI,
MAURO NANNINI,
ALEJANDRO THERMIOTIS, and
FRANCISCO TONARELY,

Defendants.
_________________________________________/

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
 Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
I. INTRODUCTION
1. This is an action for unlawful insider trading in the securities of Infrastructure and
Energy  Alternatives,  Inc.  (“IEA”)  in  advance  of  the  July  25,  2022  public  announcement  (the
“Announcement”) of   IEA’s   acquisition   by   MasTec,   Inc.   (“MasTec”),   a   Florida-based
infrastructure  construction  company,  against  Defendants  Federico  Nannini  (“Nannini”),  Mauro
Nannini, Alejandro Thermiotis (“Thermiotis”), and Francisco Tonarely (“Tonarely”) (collectively,
the “Defendants”).
2. Nannini was an associate at the Miami, Florida office of a national consulting firm
(the “Consulting Firm”) that was hired by MasTec to conduct buy-side due diligence in connection
with MasTec’s acquisition of IEA. From at least June 7, 2022 through July 25, 2022 (the “Relevant
Period”),  Nannini abused  his  position and  breached  his  duty  of trust  and  confidence  to  the
Consulting  Firm  by  misappropriating material  nonpublic  information  (“MNPI”) regarding  the

2

acquisition of IEA, which he used to tip his father, Mauro Nannini, and close friend, Thermiotis,
who purchased common stock and/or options to purchase common stock in IEA in advance of the
Announcement.  Thermiotis  then  tipped  his  close  friend  Tonarely,  who  also  purchased  IEA
common stock in advance of the Announcement.
3. On the day of the Announcement, the closing price of IEA’s stock jumped by more
than  31 percent.  Mauro  Nannini,  Thermiotis,  and  Tonarely each sold their  stock  and  options  in
IEA  on  the  day  of  the  Announcement,  realizing approximately  $1.1 million  in  combined total
illegal profits.  Following the  tip,  Thermiotis  agreed  to  purchase  Nannini  a  Rolex  Cosmograph
Daytona watch for providing him with the MNPI.
4. By engaging in the conduct alleged in this Complaint, Defendants violated Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [ 15 U.S.C. § 78j(b)] and Exchange
Act  Rule  l0b-5  [17 C.F.R.  §  240.10b-5]. Accordingly,  the  Commission  seeks  permanent
injunctions against  Defendants,  an  order  directing  Mauro  Nannini,  Thermiotis,  and  Tonarely  to
disgorge  their  illegal profits, with  prejudgment  interest  thereon,  and civil  monetary  penalties
against all Defendants.
II. DEFENDANTS
5. Nannini, age 26, is a resident of Coral Gables, Florida. During the Relevant Period,
Nannini lived with his parents. Nannini worked as an associate at the Consulting Firm from July
2021 until January 5, 2023, when he resigned due to his failure to cooperate with the Consulting
Firm’s internal investigation involving an inquiry into trading ahead of the Announcement.
6. Mauro Nannini, age 63, is a resident of Coral Gables, Florida, and is Nannini’s
father. On his “about.me” website page, Mauro Nannini states that he has more than 30 years of

3

financial sector experience and currently serves as the director of a limited liability company that
invests in real estate.
7. Thermiotis,  age  26, is  a  resident  of  Miami,  Florida.  Thermiotis  and  Nannini
attended the same high school in Miami, Florida, and maintain a close friendship. Thermiotis was
formerly associated as a financial analyst with a brokerage firm in the summer of 2019. According
to his LinkedIn profile, he currently works as a trader merchant.
8. Tonarely, age 25, is a resident of Miami, Florida. Tonarely is close friends with
Thermiotis and attended high school with Nannini and Thermiotis. Tonarely currently works at a
premium wine and spirits distributor.
III. RELEVANT ENTITIES
9. IEA is an infrastructure construction company incorporated in the state of Delaware
with its principal place of business in Indianapolis, Indiana. IEA was an SEC-reporting company
and filed periodic reports with the Commission pursuant to Section 13(a) of the Exchange Act. Its
common stock was registered under Section 12(b) of the Exchange Act and formally listed on the
NASDAQ  under  the  ticker  “IEA.”  On  October  7,  2022, IEA  was  acquired  by  MasTec.  On
November 1, 2022, IEA filed a termination of securities registration consistent with its acquisition
by MasTec.
10. MasTec is an  infrastructure  construction  company  incorporated  in  the  state  of
Florida with its principal place of business in Coral Gables, Florida. MasTec is an SEC-reporting
company and files periodic reports with the Commission pursuant to Section 13(a) of the Exchange
Act.  Its  common  stock  is  registered  under  Section  12(b)  of  the  Exchange  Act  and  listed  on  the
NYSE under the ticker “MTZ.”

4

IV. JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), 21A
and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-1 and 78aa].
12. This Court has personal jurisdiction over the Defendants and venue is proper in the
Southern District of Florida because all the Defendants reside in this District and engaged in acts,
transactions,  practices,  and  courses  of  conduct  in  this  District  constituting  violations  of  the
Exchange Act.
13. In connection with the conduct alleged in this Complaint, Defendants, directly and
indirectly, singly or in concert with others, made use of the means or instrumentalities of interstate
commerce, the means or instruments of transportation or communication in interstate commerce,
and of the mails.
V. FACTUAL ALLEGATIONS
A. Nannini’s Role with Consulting Firm and Access to MNPI
14. Nannini had  been  employed  with  the  Consulting  Firm  as  an  associate  since  July
2021  and  worked  on  various  deals,  including  MasTec  deals.  His  responsibilities included  data
room reviews, preliminary modeling work, and quality of earnings analysis, among other tasks.
15. Nannini had a relationship of trust and confidence with the Consulting Firm that
required him to keep MNPI confidential. As a condition of his employment, Nannini was subject
to the Consulting Firm’s policies and procedures that required him to maintain the confidentiality
of  information  related  to  his  work  and  to  refrain  from  trading  securities  on  the  basis  of  MNPI.
Among those policies and procedures was the Consulting Firm’s code of conduct and an insider
trading policy, which prohibited disclosure of MNPI to “any other member of the household of
[Consulting Firm] personnel.”

5

16. The Consulting Firm’s insider trading policy prohibited trading as well as tipping
others  “with  inside  information  under  circumstances  that  indicate  you  were  trying  to  help  such
person make a profit or avoid a loss.” The policy also prohibited employees such as Nannini from
using MNPI “ to trade in the securities of any company, including a [Consulting Firm]  client,” and
explicitly stated, “You may not engage in unlawful tipping.”
B. Nannini is Assigned to “Project Indigo”
17. MasTec  retained  the  Consulting  Firm  in  June  2022  to  conduct  due  diligence  in
connection with its potential acquisition of IEA. The Consulting Firm was typically brought into
a  deal  when  there was  a  signed  letter  of  intent,  and  an  acquisition  or  merger  was very  likely
between two entities.
18. On  June  6,  2022,  Nannini’s  supervisor  notified  Nannini  and  the  rest  of  the  team
about a new project involving MasTec, code-named Project Indigo. At that time, no one on the
team was aware of the target company.
19. On June 7, 2022, after the Consulting Firm completed its conflicts check, Nannini
learned  that  IEA  was  the  target  company.  In  his  role  as  an  associate,  Nannini  had  access  to  an
online “data room”   of MNPI, which he accessed to provide analysis of IEA’s ongoing construction
projects,  as  well  as  IEA’s  financials,  historical  trends,  and  projected  monthly  revenue.  He  also
attended weekly meetings regarding the status of the acquisition.
20. The Consulting Firm’s internal logs show that beginning on June 7, 2022, Nannini
accessed MNPI  relating  to  the  potential  acquisition multiple  times  during  the  duration  of  the
project. Nannini had access to this information through his laptop, both at work and while working
from home.

6

21. Nannini’s supervisor regularly conducted meetings  with the team to discuss, among
other things, the sensitive nature of Project Indigo. Nannini’s supervisor stressed multiple times
during  these meetings  and  in  written  communications  to Nannini  and  the  rest  of  the  team  that
confidentiality of MNPI was paramount, including sending an email on June 8, 2022 to Nannini
and the team with the subject line “Project Indy – New Deal – EXTREMELY CONFIDENTIAL.”
22. Nannini knew, consciously avoided knowing, or was reckless in not knowing that
information regarding the acquisition was material and nonpublic.
C. Unlawful Tipping and Trading in Advance of the Announcement
(i) Nannini Misappropriates MNPI and Tips Thermiotis Who Trades IEA Stock
23. Nannini and Thermiotis are very close friends. They attended the same high school
and were in the same class. During the Relevant Period, Nannini and Thermiotis communicated
almost every day regarding day-trading, family events, job-related issues, and social engagements.
24. Eight days after he learned IEA was the target company, Nannini breached his duty
of  trust  and  confidence  to  the  Consulting  Firm  by  tipping  Thermiotis  about  MasTec’s  potential
acquisition of IEA.
25. Nannini knew, consciously avoided knowing, or was reckless in not knowing that
by tipping Thermiotis, he would trade in IEA securities.
26. Nannini tipped Thermiotis with the intent that he would trade on the basis of MNPI
in advance of the Announcement.

7

27. Specifically, on June 15, 2022, beginning at 9:23 a.m., Thermiotis and Nannini held
two back-to-back phone calls lasting approximately 16 minutes in total. Shortly thereafter, at 9:47
a.m., Thermiotis texted Nannini asking “Whats [sic] ticker[?] Don’t even tell me just call me later.”
Later that afternoon, Thermiotis purchased 180,356 shares of IEA for approximately $1.6 million,
accounting for approximately 31.8 percent of IEA’s entire trading volume that day.
28. On June 16, 2022, Thermiotis purchased another 19,644 shares for approximately
$166,286. As of June 30, 2022, IEA comprised 100 percent of Thermiotis’s stock holdings in his
two brokerage accounts.
29. Nannini provided periodic updates to Thermiotis about the status of Project Indigo,
often through text messaging. In these text messages, Nannini and Thermiotis shared   their desire
to keep communications about the acquisition to a minimum and acknowledged   they should not
be texting about it.
30. For  example,  on June  22,  2022, Nannini  received  an  email  from  a  MasTec
executive  that  was  forwarded  from  Nannini’s  supervisor,   stating that there  was  no  positive  or
negative update regarding Project Indigo (Figure 1 below).
31. Within four minutes of receiving the email, Nannini texted Thermiotis: “Just got an
update  we  stil  [sic]  dk  [don’t  know],”  followed  by  “[n]o  positive  or  negative  but  we’ll  be  kept
updated” (Figure 2 below). The language in the text message Nannini sent to Thermiotis is nearly
identical to that in the email Nannini received from his supervisor:

8

Figure 1 – June 22, 2022 Email Forwarded to Nannini
1

Figure 2 – June 22, 2022 Text Messages between Nannini and Thermiotis
June 22, 2022 (Wednesday)

10:28 a.m. Federico Nannini text to Alejandro Thermiotis:

 Just got an update we stil dk
 No positive or negative but we’ll be kept updated.

10:29 a.m.                                                   Alejandro Thermiotis:
                                                  Tomorrow?

Federico Nannini:
 Not sure.

1
The timestamp on the email Nannini received from his supervisor, dated June 22, 2022 at 2:24
p.m., is in Coordinated Universal Time (“UTC”). UTC is the primary time standard globally
used to regulate clocks and time. The time 2:24 p.m. UTC is 10:24 a.m. Eastern Daylight Time.

9

32. On July 7, 2022, Nannini messaged Thermiotis: “Its [sic] looking like 60/40 no go,”
to  which  Thermiotis  replied,  asking,  “60  yes  40  no?”  Nannini  answered,  “Opposite”  (Figure  3
below).
Figure 3 – July 7, 2022 Text Messages between Nannini and Thermiotis
July 7, 2022 (Thursday)

10:28 a.m. Federico Nannini text to Alejandro Thermiotis:

 Yoyo
 Its looking like 60/40 no go

10:44 a.m.

10:47 a.m.
                                                  Alejandro Thermiotis:
                                                  60 yes 40 no?

Federico Nannini:
 Opposite

33. Later  that  day,  Nannini  text  messaged  Thermiotis regarding IEA’s  anticipated
earnings announcement: “Will find out by the 15th but 12 [sic] earnings will be insane” and “Q2
is gonna be big.”
34. On July 14, 2022, Nannini’s supervisor emailed him at 9:12 a.m., asking Nannini
to “[f]ocus on Indigo so we can push it to close to the finish by end of the day today.” At 11:24
a.m., Nannini accessed an Excel spreadsheet containing MNPI that provided financial data about
Project Indigo. While this file did not specify the price-per-share that MasTec would pay to acquire
IEA,  Nannini  would  have  been  able  to  make  certain  assumptions  based  on  that  financial
information. Two minutes later, at 11:26 a.m., Nannini texted Thermiotis that the deal was going
through (Figure 4 below).

10

Figure 4 – July 14, 2022 Text Messages between Nannini and Thermiotis
July 14, 2022 (Thursday)

11:26 - 11:29
a.m.
Federico Nannini:
 Its going thru. Holy shit bro

     AlejandroThermiotis:
      Bro call me lter [sic]
      Don’t text.
               But lfg [let’s fucking go]

Federico Nannini:
 My dads out down 40 gs.

     Alejandro Thermiotis:
      Im down like 100.
      Call me later tho.
      Im in miami.

35. Nannini received a personal benefit from his tip of MNPI to Thermiotis, including
the  benefit  of  providing  a  gift  of  inside  information  to  a  close  friend.  Nannini  also expected  a
monetary  benefit  from  Thermiotis  in  exchange  for  the  MNPI  in  the  amount  of  $25,000  or,
alternately, in the form of a Rolex watch of equal or similar value.
36. For instance, on July 15, 2022, the day after Nannini notified Thermiotis that the
deal  was  going  through, Nannini  texted  Thermiotis  a  screenshot  from  Instagram  of a  Rolex
Cosmograph Daytona with a stated value of approximately $30,000 (Figure 5 below).
37. Upon receiving the text with the screen shot, Thermiotis responded, “I got you. Lets
[sic] see 14.75 – 16 first,” referencing what Thermiotis estimated MasTec would offer on a price-
per-share to acquire IEA.

11

Figure 5 – July 15, 2022 Text Messages between Nannini and Thermiotis
July 15, 2022 (Friday)

7:31pm Federico Nannini:

    Alejandro Thermiotis:
     I got you.
     Lets see 14.75-16 first.

38. On  July  25,  2022, prior  to  the  open  of  the  market, MasTec  and  IEA  publicly
announced  that  they  had  entered  into  a  definitive  agreement  pursuant  to  which  MasTec  would
acquire all of the outstanding shares of IEA in a cash-and-stock transaction valued at $14.00 per
IEA share.
39. Thermiotis sold his entire block of IEA shares on the date of the Announcement,
realizing an illegal profit of $924,183.
40. In addition to the above-alleged illicit conduct, Thermiotis communicated material
non-public information to at least one other family member who traded IEA shares. For example,
one of Thermiotis’s   family members purchased 1,593 shares of IEA on June 16, 2022—the day
after  Nannini  first  disclosed  MNPI  to  Thermiotis  and  the  same day  Tonarely  traded  IEA  as
discussed below. At Thermiotis’s direction, his family member sold the shares in IEA on July 25,
2022, illegally profiting by approximately $7,923. Thermiotis received a personal benefit from his
tip of MNPI to his family member, including the benefit of providing a gift of inside information
to a family member.

12

41. At  the  time  Thermiotis  traded  in  the  securities  of  IEA,  he  knew,  consciously
avoided knowing, or was reckless in not knowing that that he was in possession of MNPI.
42. Thermiotis  also  knew,  consciously  avoided  knowing,  or  was  reckless  in  not
knowing that the MNPI was divulged to him by Nannini in breach of a duty of trust and confidence
for personal benefit.
43. Thermiotis used the MNPI with an intent to deceive or defraud by trading in IEA
securities on the basis of MNPI in advance of the Announcement.
(ii) Nannini Tips Mauro Nannini
44. Mauro Nannini is Nannini’s father. During the Relevant Period, Nannini lived with
his parents at their home in Coral Gables, Florida.
45. Mauro Nannini knew that his son worked as an associate for the Consulting Firm
and, as a result, regularly had access to MNPI.
46. Mauro Nannini also was familiar with the Consulting Firm and the types of services
it provided on behalf of its clients, and even had dinner with Nannini’s supervisor on at least one
occasion.
47. As  evidenced  by  Nannini’s  regular  text  messages  with  Thermiotis  in  which  they
discuss Mauro Nannini’s trading activity,  as well as the timing of Mauro Nannini’s trades in IEA’s
securities,  Nannini  breached  his  duty  of  trust  and  confidence  to  the  Consulting  Firm  by tipping
Mauro  Nannini  regarding MasTec’s potential  acquisition  of  IEA  and  by  keeping  him  updated
regarding the likelihood of the deal going through in advance of the Announcement.
48. Nannini knew, consciously avoided knowing, or was reckless in not knowing that
by tipping Mauro Nannini, he would trade in IEA securities.

13

49. Nannini tipped Mauro Nannini with the intent that he would trade on the basis of
MNPI in advance of the Announcement.
50. Nannini  received  a  personal  benefit  from  his  tip  of  MNPI  to  Mauro  Nannini,
including the benefit of providing a gift of inside information to a family member.
51. Beginning  on  the  evening  of  June  8,  2022—the  day  after  Nannini  learned  about
MasTec’s potential acquisition of IEA—Mauro Nannini placed an order to purchase 3,000 shares
of IEA (executed the next day) and purchased an additional 9,500 shares of IEA stock the next day
for a total of approximately $114,071 (Figure 6 below).
52. Over the next few weeks, Mauro Nannini purchased an additional 25,000 shares of
IEA using two brokerage accounts for which he paid approximately $225,170. Between June 24
and June 27, 2022, Mauro Nannini sold 3,000 shares of IEA for which he received approximately
$28,513, resulting in him owning a net total of 34,500 shares for approximately $310,729 (Figure
6 below).
Figure 6 – Mauro Nannini’s Initial Trading in IEA Securities
Date Transaction Shares Amount Average Price Value
6/9/2022 Purchase Shares 12,500 $9.13 $     114,071.92
6/10/2022 Purchase Shares 7,500 $8.91
$       66,847.25
6/10/2022 Purchase Shares 500 $8.89 $         4,445.00
6/14/2022 Purchase Shares 2,000 $8.28  $       16,560.00
6/15/2022 Purchase Shares 2,500 $9.04 $       22,603.75
6/17/2022 Purchase Shares 500 $8.82  $         4,407.60
6/22/2022 Purchase Shares 5,000 $9.18 $       45,896.50
6/22/2022 Purchase Shares 1,500 $9.20  $       13,800.00
6/24/2022 Purchase Shares 5,000 $9.27 $       46,374.00
6/24/2022 Sale Shares 2000 $9.47  $       18,939.56
6/27/2022 Sale Shares 1000 $9.57 $         9,573.63
6/29/2022 Purchase Shares 300 $8.79  $         2,638.28
7/6/2022 Purchase Shares 200 $7.99 $         1,598.00

14

53. On July 7, 2022—the same day Nannini text messaged Thermiotis that MasTec’s
acquisition  of  IEA  had only  a  40  percent  chance  of  moving  forward  (Figure  3  above)—Mauro
Nannini sold all of his 34,500 shares of IEA for a loss of approximately $35,000 (Figure 7 below).
Figure 7 – Mauro Nannini Sells His Shares of IEA
Date Transaction Shares Amount Average Price Value
7/7/2022 Sale Shares 12,314 $8.04  $       98,972.47
7/7/2022 Sale Shares 2,686 $8.12  $       21,798.98
7/7/2022 Sale Shares 19,500 $7.93  $     154,730.54

54. On July 14, 2022, Nannini learned that prospects for the deal had changed. At 9:12
a.m., Nannini’s supervisor emailed Nannini instructing him to finish working on Project Indigo.
A few hours later, Nannini text messaged Thermiotis that the deal was “going thru [sic]” (Figure
4 above). While text messaging with Thermiotis, Nannini confirmed that Mauro Nannini exited
his entire position: “My dads out down 40 gs,” indicating that Mauro Nannini sold all of his shares
of IEA for a $40,000 loss, to which Thermiotis responded he was down $100,000.
55. On July 15, 2022, the day after Nannini learned the deal was going through—and
just one week after selling his entire position in IEA—Mauro Nannini purchased 36,000 shares of
IEA for approximately $312,373.
56. Mauro Nannini continued buying IEA securities leading up to the Announcement
(Figure  8  below). Specifically,  on  July  18,  2022,  Mauro  Nannini  purchased  85  call  options
2
  in

2
 A “call” option gives the purchaser-holder of the option the right, but not the obligation, to buy
100 shares of a security at a fixed price within a specific period of time. The end of the time
period is the expiration date.  The fixed price set in the call option contract is called the strike
price.  A call option is “out-of-the-money” if the underlying price is trading below the strike
price of the call. Therefore, the purchaser of an out-of-the-money call option is betting that the
underlying price of the stock will increase.  Generally, the buyer of a call option anticipates that
the price of the underlying security will increase during that period. Purchasing out-of-the money
call options is a risk given that the call options could expire worthless, i.e., if the share price does
not hit the desired strike price, it would expire worthless. Here, Mauro Nannini purchased 85

15

IEA for approximately $5,383, which represented approximately 34 percent of the series volume
for that day, with an expiration the following month. On July 21, 2022, he purchased an additional
500 shares of IEA for approximately $4,954.
57. On   July   22,   2022,   Mauro   Nannini sold   2,000   shares   of   IEA,   receiving
approximately  $20,644,  but  continued  to  hold  34,500  shares  and  85  call  options  until  the
Announcement.
Figure 8 – Mauro Nannini’s Trading in IEA Securities Leading up to the
Announcement
Date Transaction Shares/Options Amount Average Price Value
7/15/2022 Purchase Shares 15,000 $8.65  $     129,724.00
7/15/2022 Purchase Shares 2,000 $8.75  $       17,501.00
7/15/2022 Purchase Shares 19,000 $8.69  $     165,148.29
7/18/2022 Purchase Call Option 25 $0.63  $         1,566.98
7/18/2022 Purchase Call Option 25 $0.66  $         1,641.98
7/18/2022 Purchase Call Option 5 $0.56  $            278.40
7/18/2022 Purchase Call Option 30 $0.63  $         1,896.00
7/21/2022 Purchase Shares 500 $9.91  $         4,954.65
7/22/2022 Sale Shares 2,000 $10.33  $       20,664.89
58. On  July  25,  2022,  the  day  of  the  Announcement,  Mauro  Nannini sold all 34,500
shares and 85 call options of IEA realizing an illegal profit of $177,048 (Figure 9 below).
Figure 9 – Mauro Nannini Sells All IEA Securities on Day of Announcement
Date Transaction Shares/Options Amount Average Price Value
7/25/2022 Sale Shares 17,000 $13.18  $     224,038.86
7/25/2022 Sale Shares 17,500 $13.17  $     230,419.97
7/25/2022 Sale Call Option 49 $3.29  $       16,136.34
7/25/2022 Sale Call Option 6 $3.29  $         1,975.88
7/25/2022 Sale Call Option 30 $3.27  $         9,803.77

out-of-the-money (the right, but not the obligation, to purchase 8,500 IEA shares) call options on
July 18, 2022 with a strike price of $10.00 and an expiration date of August 19, 2022.

16

59. At the time Mauro Nannini traded in the securities of IEA, he knew, consciously
avoided knowing, or was reckless in not knowing that that he was in possession of MNPI.
60. Mauro  Nannini  also  knew,  consciously  avoided  knowing,  or  was  reckless  in  not
knowing that the MNPI was divulged to him by Nannini in breach of a duty of trust and confidence
for personal benefit.
61. Mauro Nannini used the MNPI with an intent to deceive or defraud by trading in
IEA securities on the basis of MNPI in advance of the Announcement.
(iii) Thermiotis Tips Tonarely
62. In  addition  to  purchasing  IEA  stock  on  the  basis  of  MNPI,  Thermiotis  tipped
Tonarely, who purchased shares of IEA.
63. Tonarely  also  went  to  high  school  with  Nannini  and  Thermiotis.  Thermiotis  and
Tonarely are very close friends and exchange daily text messages about day-trading, friends, and
social gatherings.
64. Thermiotis received a personal benefit from his tip of MNPI to Tonarely, including
the benefit of providing a gift of inside information to a close friend.
65. On  June  16,  2022,  the  day  after  Nannini  first  disclosed  MNPI  to Thermiotis,
Tonarely  text  messaged  Thermiotis,  “I  want  to  make  some  money  right  now.    What  we  do[?]”
(Figure 10 below). A  little  more  than  an  hour  later,  Thermiotis  called  Tonarely  for  almost  two
minutes. At 3:35 p.m., Nannini called Thermiotis for approximately 35 minutes. While Thermiotis
was on the phone with Nannini, Thermiotis text messaged Tonarely,  “Don’t text me about it.”  At
4:11 p.m., Tonarely called Thermiotis for approximately three minutes. Just a few minutes later,
from 4:14 to 4:18 p.m., Tonarely purchased 321 shares of IEA, which comprised 100 percent of
Tonarely’s stock holdings in his brokerage account.

17

66. Later that day, at 5:20 p.m., Thermiotis called Tonarely for three minutes. At 5:23
p.m., Thermiotis texted Tonarely, “Not a soul okay,” to which Tonarely responded: “Obviously.
You told me not to.”
Figure 10 – June 16, 2022 Text Messages between Thermiotis and Tonarely
June 16, 2022 (Thursday)

2:23 p.m. Francisco Tonarely:

 I want to make some money right now.
 What we do

3:35 p.m.

                                                  Alejandro Thermiotis:
                                                  Don’t text me about it.

Francisco Tonarely:
 Call me, Call me now

5:23 p.m.     Alejandro Thermiotis:
    Not a soul okay
Francisco Tonarely:
Obviously. You told me not to.

67. The  following  week,  on  June  22,  2022,  Tonarely  texted  Thermiotis  and  asked  if
they should sell. At that time, IEA’s stock price was averaging approximately $9.20. Thermiotis
responded “Idk bro. Probably not wait to hear morw [sic].” Earlier that day, Nannini had indicated
to Thermiotis that he was uncertain whether the deal was going through (Figure 2 above).
68. On June 29, 2022, Tonarely text messaged Thermiotis and again raised concerns
about his investment in IEA, stating he was bleeding money and asking if they should sell.
69. On July  25,  2022,  before  the  market  open  on the  day  of  the  Announcement,
Tonarely text messaged  Thermiotis,  “Why  not  sell  now?”  to  which  Thermiotis  told  him  to  do
whatever he wanted.
70. On the day of the Announcement, Tonarely sold all of his shares of IEA realizing
an illegal profit of $1,509.

18

71. At the time Tonarely traded in the securities of IEA, he knew, consciously avoided
knowing, or was reckless in not knowing that that he was in possession of MNPI.
72. Tonarely also knew, consciously avoided knowing, or was reckless in not knowing
that the MNPI was divulged to him by Thermiotis in breach of a duty of trust and confidence for
personal benefit.
73. Tonarely  used  the  MNPI  with  an  intent  to  deceive  or  defraud  by  trading  in  IEA
securities on the basis of MNPI in advance of the Announcement.

D. Post-Trade Conduct
74. On  July  27,  2022,  two  days  after  the  Announcement,  Nannini  and  Thermiotis
revisited purchasing a Rolex in text messages, with Nannini sending a link to a Rolex watch for
sale and asking Thermiotis: “You wanna hook it up for the boy. I know its [sic] a little over budget
but this is the one.”
75. On  October  13,  2022, Nannini  text  messaged  Thermiotis  he  was  “dead  broke.”
Thermiotis suggested that he owed Nannini money and responded “[y]ou should take the 25 i owe
you  cash  ngl  [not  gonna  lie]”  (presumably referring  to  $25,000)  “[f]or  buying  opportunities.”
Nannini said he would rather “pop a daytona,” referencing the Rolex watch model discussed in
previous communications. Thermiotis later told Nannini that they should go to a store to purchase
a pre-owned Rolex because Thermiotis was not going to purchase one online.
76. Nannini also took steps to conceal his fraud from the Consulting Firm by denying
he knew Thermiotis during an inquiry by the Financial Industry Regulatory Authority (“FINRA”).
77. After the Announcement, FINRA contacted MasTec regarding its investigation of
potential  insider  trading  of  IEA  shares.  On December  21,  2022, in  connection  with  FINRA’s

19

investigation, MasTec sent the Consulting Firm a list of individuals and entities that traded in IEA
securities before the Announcement.
78. The  Consulting  Firm’s  counsel  shared  the  list  with  Nannini,  among  others,  to
identify individuals Nannini may have known, and to provide a detailed description of any past or
present relationships, including a synopsis of any contact which occurred during the period prior
to the Announcement. The list included Mauro Nannini, along with Thermiotis and members of
Thermiotis’s family. In response, on December 28, 2022, Nannini stated “I do not know any other
individuals  and/or  entities  on  the  list  other  than  my  parents,”  concealing  his  relationship  and
communications with Thermiotis and knowledge about members of the Thermiotis family.
79. On January 5, 2023, in response to an earlier request by the Consulting Firm for
Nannini to turnover his personal cell phone in connection with the investigation, Nannini instead
submitted  his  letter  of  resignation.  Nannini  also declined  to  be  interviewed  as  part  of  the
investigation.
VI. CLAIM FOR RELIEF
COUNT I
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(Against All Defendants)
80. The Commission repeats and realleges Paragraphs 1 through 79 of this Complaint
as if fully set forth herein.
81. By  engaging  in  the  acts  and  conduct alleged  herein,  Defendants,  directly  or
indirectly,  in  connection  with  the  purchase  or  sale  of  securities,  by  the  use  of  the means  or
instrumentalities  of  interstate  commerce,  or  of the  mails,  or  a  facility  of  a  national  securities
exchange, has knowingly or recklessly:
a. employed devices, schemes, or artifices to defraud; and/or

20

b. made an  untrue  statement  of  material  fact  or  omitted  to  state  a material  fact
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; and/or
c. engaged in acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon any persons.
82. By  reason  of  the  foregoing,  Defendants  violated,  and  unless  enjoined, are
reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)],
and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5].

VII. RELIEF REQUESTED
WHEREFORE, the Commission respectfully requests the Court:
A. Permanent Injunction
Issue Permanent Injunctions, enjoining the Defendants, their agents, servants, employees,
attorneys, and  representatives,  and  all  persons  in  active  concert  or  participation  with  them,  and
each of them, from violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange
Act Rule 10b-5 [17 C.F.R. § 240.10b-5].
B. Disgorgement and Prejudgment Interest
Issue an Order directing Mauro Nannini, Thermiotis, and Tonarely to disgorge all ill-gotten
gains, including  prejudgment  interest,  received  as  a  result  of  the  acts  and/or courses  of  conduct
alleged in this Complaint.
C. Civil Monetary Penalties
Issue an Order directing the Defendants to pay civil money penalties pursuant to Section
21A of the Exchange Act [15 U.S.C. § 78u-1].

21

D. Further Relief
Grant such other and further relief as may be necessary and appropriate.
E. Retention of Jurisdiction
The  Commission  respectfully  requests  the  Court  retain  jurisdiction  over  this  action  and
over Defendants in order to implement and carry out the terms of all orders and decrees that may
hereby  be  entered,  or  to  entertain  any  suitable  application  or  motion  by  the  Commission  for
additional relief within the jurisdiction of this Court.
VIII. DEMAND FOR JURY TRIAL
The  Commission  hereby  demands  a  trial  by  jury  on  any  and  all  issues  in  this  action  so
triable.
Dated:   September 13, 2024    Respectfully submitted,

By: Russell R. O’Brien
Russell R. O’Brien
Trial Counsel
Fla. Bar No.  084542
Direct Dial: (305) 982-6341
Email:  [email protected]
Lead Attorney
Attorney To Be Noticed

Michael J. Gonzalez
Senior Counsel
Florida Bar No. 110598
Direct Dial:  (305) 982-6318
Email:  [email protected]

ATTORNEYS FOR PLAINTIFF
SECURITIES AND EXCHANGE
COMMISSION
801 Brickell Avenue, Suite 1950
Miami, FL 33131
Telephone:  (305) 982-6300
Facsimile:   (305) 536-4154

1 
 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO. 

 
SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff,  
 
v. 
 
FEDERICO NANNINI, 
MAURO NANNINI, 
ALEJANDRO THERMIOTIS, and 
FRANCISCO TONARELY,  
 

Defendants. 
_________________________________________/ 

 

 
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

 Plaintiff Securities and Exchange Commission (the “Commission”) alleges: 

I. INTRODUCTION 

1. This is an action for unlawful insider trading in the securities of Infrastructure and 

Energy Alternatives, Inc. (“IEA”) in advance of the July 25, 2022 public announcement (the 

“Announcement”) of IEA’s acquisition by MasTec, Inc. (“MasTec”), a Florida-based 

infrastructure construction company, against Defendants Federico Nannini (“Nannini”), Mauro 

Nannini, Alejandro Thermiotis (“Thermiotis”), and Francisco Tonarely (“Tonarely”) (collectively, 

the “Defendants”).  

2. Nannini was an associate at the Miami, Florida office of a national consulting firm 

(the “Consulting Firm”) that was hired by MasTec to conduct buy-side due diligence in connection 

with MasTec’s acquisition of IEA. From at least June 7, 2022 through July 25, 2022 (the “Relevant 

Period”), Nannini abused his position and breached his duty of trust and confidence to the 

Consulting Firm by misappropriating material nonpublic information (“MNPI”) regarding the 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 1 of 21



2 
 

acquisition of IEA, which he used to tip his father, Mauro Nannini, and close friend, Thermiotis, 

who purchased common stock and/or options to purchase common stock in IEA in advance of the 

Announcement. Thermiotis then tipped his close friend Tonarely, who also purchased IEA 

common stock in advance of the Announcement. 

3. On the day of the Announcement, the closing price of IEA’s stock jumped by more 

than 31 percent. Mauro Nannini, Thermiotis, and Tonarely each sold their stock and options in 

IEA on the day of the Announcement, realizing approximately $1.1 million in combined total 

illegal profits. Following the tip, Thermiotis agreed to purchase Nannini a Rolex Cosmograph 

Daytona watch for providing him with the MNPI. 

4. By engaging in the conduct alleged in this Complaint, Defendants violated Section 

10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange 

Act Rule l0b-5 [17 C.F.R. § 240.10b-5]. Accordingly, the Commission seeks permanent 

injunctions against Defendants, an order directing Mauro Nannini, Thermiotis, and Tonarely to 

disgorge their illegal profits, with prejudgment interest thereon, and civil monetary penalties 

against all Defendants.  

II. DEFENDANTS 

5. Nannini, age 26, is a resident of Coral Gables, Florida. During the Relevant Period, 

Nannini lived with his parents. Nannini worked as an associate at the Consulting Firm from July 

2021 until January 5, 2023, when he resigned due to his failure to cooperate with the Consulting 

Firm’s internal investigation involving an inquiry into trading ahead of the Announcement.   

6. Mauro Nannini, age 63, is a resident of Coral Gables, Florida, and is Nannini’s 

father. On his “about.me” website page, Mauro Nannini states that he has more than 30 years of 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 2 of 21



3 
 

financial sector experience and currently serves as the director of a limited liability company that 

invests in real estate. 

7. Thermiotis, age 26, is a resident of Miami, Florida. Thermiotis and Nannini 

attended the same high school in Miami, Florida, and maintain a close friendship. Thermiotis was 

formerly associated as a financial analyst with a brokerage firm in the summer of 2019. According 

to his LinkedIn profile, he currently works as a trader merchant.       

8. Tonarely, age 25, is a resident of Miami, Florida. Tonarely is close friends with 

Thermiotis and attended high school with Nannini and Thermiotis. Tonarely currently works at a 

premium wine and spirits distributor. 

III. RELEVANT ENTITIES 

9. IEA is an infrastructure construction company incorporated in the state of Delaware 

with its principal place of business in Indianapolis, Indiana. IEA was an SEC-reporting company 

and filed periodic reports with the Commission pursuant to Section 13(a) of the Exchange Act. Its 

common stock was registered under Section 12(b) of the Exchange Act and formally listed on the 

NASDAQ under the ticker “IEA.” On October 7, 2022, IEA was acquired by MasTec. On 

November 1, 2022, IEA filed a termination of securities registration consistent with its acquisition 

by MasTec. 

10. MasTec is an infrastructure construction company incorporated in the state of 

Florida with its principal place of business in Coral Gables, Florida. MasTec is an SEC-reporting 

company and files periodic reports with the Commission pursuant to Section 13(a) of the Exchange 

Act. Its common stock is registered under Section 12(b) of the Exchange Act and listed on the 

NYSE under the ticker “MTZ.” 

 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 3 of 21



4 
 

IV. JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), 21A 

and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 78u-1 and 78aa]. 

12. This Court has personal jurisdiction over the Defendants and venue is proper in the 

Southern District of Florida because all the Defendants reside in this District and engaged in acts, 

transactions, practices, and courses of conduct in this District constituting violations of the 

Exchange Act.   

13. In connection with the conduct alleged in this Complaint, Defendants, directly and 

indirectly, singly or in concert with others, made use of the means or instrumentalities of interstate 

commerce, the means or instruments of transportation or communication in interstate commerce, 

and of the mails. 

V. FACTUAL ALLEGATIONS 

A. Nannini’s Role with Consulting Firm and Access to MNPI 

14. Nannini had been employed with the Consulting Firm as an associate since July 

2021 and worked on various deals, including MasTec deals. His responsibilities included data 

room reviews, preliminary modeling work, and quality of earnings analysis, among other tasks. 

15. Nannini had a relationship of trust and confidence with the Consulting Firm that 

required him to keep MNPI confidential. As a condition of his employment, Nannini was subject 

to the Consulting Firm’s policies and procedures that required him to maintain the confidentiality 

of information related to his work and to refrain from trading securities on the basis of MNPI. 

Among those policies and procedures was the Consulting Firm’s code of conduct and an insider 

trading policy, which prohibited disclosure of MNPI to “any other member of the household of 

[Consulting Firm] personnel.” 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 4 of 21



5 
 

16. The Consulting Firm’s insider trading policy prohibited trading as well as tipping 

others “with inside information under circumstances that indicate you were trying to help such 

person make a profit or avoid a loss.” The policy also prohibited employees such as Nannini from 

using MNPI “to trade in the securities of any company, including a [Consulting Firm] client,” and 

explicitly stated, “You may not engage in unlawful tipping.” 

B. Nannini is Assigned to “Project Indigo” 

17. MasTec retained the Consulting Firm in June 2022 to conduct due diligence in 

connection with its potential acquisition of IEA. The Consulting Firm was typically brought into 

a deal when there was a signed letter of intent, and an acquisition or merger was very likely 

between two entities.  

18. On June 6, 2022, Nannini’s supervisor notified Nannini and the rest of the team 

about a new project involving MasTec, code-named Project Indigo. At that time, no one on the 

team was aware of the target company.  

19. On June 7, 2022, after the Consulting Firm completed its conflicts check, Nannini 

learned that IEA was the target company. In his role as an associate, Nannini had access to an 

online “data room” of MNPI, which he accessed to provide analysis of IEA’s ongoing construction 

projects, as well as IEA’s financials, historical trends, and projected monthly revenue. He also 

attended weekly meetings regarding the status of the acquisition. 

20. The Consulting Firm’s internal logs show that beginning on June 7, 2022, Nannini 

accessed MNPI relating to the potential acquisition multiple times during the duration of the 

project. Nannini had access to this information through his laptop, both at work and while working 

from home.    

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 5 of 21



6 
 

21. Nannini’s supervisor regularly conducted meetings with the team to discuss, among 

other things, the sensitive nature of Project Indigo. Nannini’s supervisor stressed multiple times 

during these meetings and in written communications to Nannini and the rest of the team that 

confidentiality of MNPI was paramount, including sending an email on June 8, 2022 to Nannini 

and the team with the subject line “Project Indy – New Deal – EXTREMELY CONFIDENTIAL.” 

22. Nannini knew, consciously avoided knowing, or was reckless in not knowing that 

information regarding the acquisition was material and nonpublic.  

C. Unlawful Tipping and Trading in Advance of the Announcement  

(i) Nannini Misappropriates MNPI and Tips Thermiotis Who Trades IEA Stock 

23. Nannini and Thermiotis are very close friends. They attended the same high school 

and were in the same class. During the Relevant Period, Nannini and Thermiotis communicated 

almost every day regarding day-trading, family events, job-related issues, and social engagements. 

24. Eight days after he learned IEA was the target company, Nannini breached his duty 

of trust and confidence to the Consulting Firm by tipping Thermiotis about MasTec’s potential 

acquisition of IEA.  

25. Nannini knew, consciously avoided knowing, or was reckless in not knowing that 

by tipping Thermiotis, he would trade in IEA securities. 

26. Nannini tipped Thermiotis with the intent that he would trade on the basis of MNPI 

in advance of the Announcement. 

 

 

 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 6 of 21



7 
 

27. Specifically, on June 15, 2022, beginning at 9:23 a.m., Thermiotis and Nannini held 

two back-to-back phone calls lasting approximately 16 minutes in total. Shortly thereafter, at 9:47 

a.m., Thermiotis texted Nannini asking “Whats [sic] ticker[?] Don’t even tell me just call me later.” 

Later that afternoon, Thermiotis purchased 180,356 shares of IEA for approximately $1.6 million, 

accounting for approximately 31.8 percent of IEA’s entire trading volume that day. 

28. On June 16, 2022, Thermiotis purchased another 19,644 shares for approximately 

$166,286. As of June 30, 2022, IEA comprised 100 percent of Thermiotis’s stock holdings in his 

two brokerage accounts. 

29. Nannini provided periodic updates to Thermiotis about the status of Project Indigo, 

often through text messaging. In these text messages, Nannini and Thermiotis shared their desire 

to keep communications about the acquisition to a minimum and acknowledged they should not 

be texting about it. 

30. For example, on June 22, 2022, Nannini received an email from a MasTec 

executive that was forwarded from Nannini’s supervisor, stating that there was no positive or 

negative update regarding Project Indigo (Figure 1 below).  

31. Within four minutes of receiving the email, Nannini texted Thermiotis: “Just got an 

update we stil [sic] dk [don’t know],” followed by “[n]o positive or negative but we’ll be kept 

updated” (Figure 2 below). The language in the text message Nannini sent to Thermiotis is nearly 

identical to that in the email Nannini received from his supervisor: 

 

 

 

 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 7 of 21



8 
 

Figure 1 – June 22, 2022 Email Forwarded to Nannini1  

 

Figure 2 – June 22, 2022 Text Messages between Nannini and Thermiotis 

June 22, 2022 (Wednesday) 

 10:28 a.m. Federico Nannini text to Alejandro Thermiotis:  
 
 Just got an update we stil dk 
 No positive or negative but we’ll be kept updated.  
 

 10:29 a.m.                                                   Alejandro Thermiotis:  
                                                  Tomorrow?  
 
Federico Nannini:  
 Not sure.  

 
1The timestamp on the email Nannini received from his supervisor, dated June 22, 2022 at 2:24 
p.m., is in Coordinated Universal Time (“UTC”). UTC is the primary time standard globally 
used to regulate clocks and time. The time 2:24 p.m. UTC is 10:24 a.m. Eastern Daylight Time.   

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 8 of 21



9 
 

32. On July 7, 2022, Nannini messaged Thermiotis: “Its [sic] looking like 60/40 no go,” 

to which Thermiotis replied, asking, “60 yes 40 no?” Nannini answered, “Opposite” (Figure 3 

below). 

Figure 3 – July 7, 2022 Text Messages between Nannini and Thermiotis  

July 7, 2022 (Thursday) 

 10:28 a.m. Federico Nannini text to Alejandro Thermiotis:  
 
 Yoyo   
 Its looking like 60/40 no go 
 

 10:44 a.m. 
 
 
 
10:47 a.m. 

                                                  Alejandro Thermiotis:  
                                                  60 yes 40 no? 
 
Federico Nannini:  
 Opposite 

 
33. Later that day, Nannini text messaged Thermiotis regarding IEA’s anticipated 

earnings announcement: “Will find out by the 15th but 12 [sic] earnings will be insane” and “Q2 

is gonna be big.”  

34. On July 14, 2022, Nannini’s supervisor emailed him at 9:12 a.m., asking Nannini 

to “[f]ocus on Indigo so we can push it to close to the finish by end of the day today.” At 11:24 

a.m., Nannini accessed an Excel spreadsheet containing MNPI that provided financial data about 

Project Indigo. While this file did not specify the price-per-share that MasTec would pay to acquire 

IEA, Nannini would have been able to make certain assumptions based on that financial 

information. Two minutes later, at 11:26 a.m., Nannini texted Thermiotis that the deal was going 

through (Figure 4 below). 

 

 

 

 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 9 of 21



10 
 

Figure 4 – July 14, 2022 Text Messages between Nannini and Thermiotis  

July 14, 2022 (Thursday) 

 11:26 - 11:29 
a.m. 

Federico Nannini:       
 Its going thru. Holy shit bro   
 
     AlejandroThermiotis:                                                                                       
      Bro call me lter [sic]   
      Don’t text. 

               But lfg [let’s fucking go] 
 
Federico Nannini:        
 My dads out down 40 gs. 
 
     Alejandro Thermiotis:    
      Im down like 100.  
      Call me later tho.  
      Im in miami.  
 

 
35. Nannini received a personal benefit from his tip of MNPI to Thermiotis, including 

the benefit of providing a gift of inside information to a close friend. Nannini also expected a 

monetary benefit from Thermiotis in exchange for the MNPI in the amount of $25,000 or, 

alternately, in the form of a Rolex watch of equal or similar value.  

36. For instance, on July 15, 2022, the day after Nannini notified Thermiotis that the 

deal was going through, Nannini texted Thermiotis a screenshot from Instagram of a Rolex 

Cosmograph Daytona with a stated value of approximately $30,000 (Figure 5 below).  

37. Upon receiving the text with the screen shot, Thermiotis responded, “I got you. Lets 

[sic] see 14.75 – 16 first,” referencing what Thermiotis estimated MasTec would offer on a price-

per-share to acquire IEA.   

 

 

 

 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 10 of 21



11 
 

Figure 5 – July 15, 2022 Text Messages between Nannini and Thermiotis 

July 15, 2022 (Friday) 

 7:31pm Federico Nannini:  
 

 
 
    Alejandro Thermiotis:  
     I got you.  
     Lets see 14.75-16 first. 
 

 
38. On July 25, 2022, prior to the open of the market, MasTec and IEA publicly 

announced that they had entered into a definitive agreement pursuant to which MasTec would 

acquire all of the outstanding shares of IEA in a cash-and-stock transaction valued at $14.00 per 

IEA share. 

39. Thermiotis sold his entire block of IEA shares on the date of the Announcement, 

realizing an illegal profit of $924,183.  

40. In addition to the above-alleged illicit conduct, Thermiotis communicated material 

non-public information to at least one other family member who traded IEA shares. For example, 

one of Thermiotis’s family members purchased 1,593 shares of IEA on June 16, 2022—the day 

after Nannini first disclosed MNPI to Thermiotis and the same day Tonarely traded IEA as 

discussed below. At Thermiotis’s direction, his family member sold the shares in IEA on July 25, 

2022, illegally profiting by approximately $7,923. Thermiotis received a personal benefit from his 

tip of MNPI to his family member, including the benefit of providing a gift of inside information 

to a family member. 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 11 of 21



12 
 

41. At the time Thermiotis traded in the securities of IEA, he knew, consciously 

avoided knowing, or was reckless in not knowing that that he was in possession of MNPI. 

42. Thermiotis also knew, consciously avoided knowing, or was reckless in not 

knowing that the MNPI was divulged to him by Nannini in breach of a duty of trust and confidence 

for personal benefit. 

43. Thermiotis used the MNPI with an intent to deceive or defraud by trading in IEA 

securities on the basis of MNPI in advance of the Announcement. 

(ii) Nannini Tips Mauro Nannini 

44. Mauro Nannini is Nannini’s father. During the Relevant Period, Nannini lived with 

his parents at their home in Coral Gables, Florida.  

45. Mauro Nannini knew that his son worked as an associate for the Consulting Firm 

and, as a result, regularly had access to MNPI.  

46. Mauro Nannini also was familiar with the Consulting Firm and the types of services 

it provided on behalf of its clients, and even had dinner with Nannini’s supervisor on at least one 

occasion.  

47. As evidenced by Nannini’s regular text messages with Thermiotis in which they 

discuss Mauro Nannini’s trading activity, as well as the timing of Mauro Nannini’s trades in IEA’s 

securities, Nannini breached his duty of trust and confidence to the Consulting Firm by tipping 

Mauro Nannini regarding MasTec’s potential acquisition of IEA and by keeping him updated 

regarding the likelihood of the deal going through in advance of the Announcement.   

48. Nannini knew, consciously avoided knowing, or was reckless in not knowing that 

by tipping Mauro Nannini, he would trade in IEA securities. 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 12 of 21



13 
 

49. Nannini tipped Mauro Nannini with the intent that he would trade on the basis of 

MNPI in advance of the Announcement. 

50. Nannini received a personal benefit from his tip of MNPI to Mauro Nannini, 

including the benefit of providing a gift of inside information to a family member. 

51. Beginning on the evening of June 8, 2022—the day after Nannini learned about 

MasTec’s potential acquisition of IEA—Mauro Nannini placed an order to purchase 3,000 shares 

of IEA (executed the next day) and purchased an additional 9,500 shares of IEA stock the next day 

for a total of approximately $114,071 (Figure 6 below). 

52. Over the next few weeks, Mauro Nannini purchased an additional 25,000 shares of 

IEA using two brokerage accounts for which he paid approximately $225,170. Between June 24 

and June 27, 2022, Mauro Nannini sold 3,000 shares of IEA for which he received approximately 

$28,513, resulting in him owning a net total of 34,500 shares for approximately $310,729 (Figure 

6 below). 

Figure 6 – Mauro Nannini’s Initial Trading in IEA Securities 

Date Transaction Shares Amount Average Price Value 
6/9/2022 Purchase Shares 12,500 $9.13 $     114,071.92 

6/10/2022 Purchase Shares 7,500 $8.91  $       66,847.25 
6/10/2022 Purchase Shares 500 $8.89 $         4,445.00 
6/14/2022 Purchase Shares 2,000 $8.28  $       16,560.00 
6/15/2022 Purchase Shares 2,500 $9.04 $       22,603.75 
6/17/2022 Purchase Shares 500 $8.82  $         4,407.60 
6/22/2022 Purchase Shares 5,000 $9.18 $       45,896.50 
6/22/2022 Purchase Shares 1,500 $9.20  $       13,800.00 
6/24/2022 Purchase Shares 5,000 $9.27 $       46,374.00 
6/24/2022 Sale Shares 2000 $9.47  $       18,939.56 
6/27/2022 Sale Shares 1000 $9.57 $         9,573.63 
6/29/2022 Purchase Shares 300 $8.79  $         2,638.28 
7/6/2022 Purchase Shares 200 $7.99 $         1,598.00 

 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 13 of 21



14 
 

53. On July 7, 2022—the same day Nannini text messaged Thermiotis that MasTec’s 

acquisition of IEA had only a 40 percent chance of moving forward (Figure 3 above)—Mauro 

Nannini sold all of his 34,500 shares of IEA for a loss of approximately $35,000 (Figure 7 below). 

Figure 7 – Mauro Nannini Sells His Shares of IEA 

Date Transaction Shares Amount Average Price Value 
7/7/2022 Sale Shares 12,314 $8.04  $       98,972.47  
7/7/2022 Sale Shares 2,686 $8.12  $       21,798.98  
7/7/2022 Sale Shares 19,500 $7.93  $     154,730.54  

 
54. On July 14, 2022, Nannini learned that prospects for the deal had changed. At 9:12 

a.m., Nannini’s supervisor emailed Nannini instructing him to finish working on Project Indigo. 

A few hours later, Nannini text messaged Thermiotis that the deal was “going thru [sic]” (Figure 

4 above). While text messaging with Thermiotis, Nannini confirmed that Mauro Nannini exited 

his entire position: “My dads out down 40 gs,” indicating that Mauro Nannini sold all of his shares 

of IEA for a $40,000 loss, to which Thermiotis responded he was down $100,000. 

55. On July 15, 2022, the day after Nannini learned the deal was going through—and 

just one week after selling his entire position in IEA—Mauro Nannini purchased 36,000 shares of 

IEA for approximately $312,373.   

56. Mauro Nannini continued buying IEA securities leading up to the Announcement 

(Figure 8 below). Specifically, on July 18, 2022, Mauro Nannini purchased 85 call options2 in 

 
2 A “call” option gives the purchaser-holder of the option the right, but not the obligation, to buy 
100 shares of a security at a fixed price within a specific period of time. The end of the time 
period is the expiration date.  The fixed price set in the call option contract is called the strike 
price.  A call option is “out-of-the-money” if the underlying price is trading below the strike 
price of the call. Therefore, the purchaser of an out-of-the-money call option is betting that the 
underlying price of the stock will increase.  Generally, the buyer of a call option anticipates that 
the price of the underlying security will increase during that period. Purchasing out-of-the money 
call options is a risk given that the call options could expire worthless, i.e., if the share price does 
not hit the desired strike price, it would expire worthless. Here, Mauro Nannini purchased 85 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 14 of 21



15 
 

IEA for approximately $5,383, which represented approximately 34 percent of the series volume 

for that day, with an expiration the following month. On July 21, 2022, he purchased an additional 

500 shares of IEA for approximately $4,954.    

57. On July 22, 2022, Mauro Nannini sold 2,000 shares of IEA, receiving 

approximately $20,644, but continued to hold 34,500 shares and 85 call options until the 

Announcement.  

Figure 8 – Mauro Nannini’s Trading in IEA Securities Leading up to the 
Announcement 

Date Transaction Shares/Options Amount Average Price Value 
7/15/2022 Purchase Shares 15,000 $8.65  $     129,724.00  
7/15/2022 Purchase Shares 2,000 $8.75  $       17,501.00  
7/15/2022 Purchase Shares 19,000 $8.69  $     165,148.29  
7/18/2022 Purchase Call Option 25 $0.63  $         1,566.98  
7/18/2022 Purchase Call Option 25 $0.66  $         1,641.98  
7/18/2022 Purchase Call Option 5 $0.56  $            278.40  
7/18/2022 Purchase Call Option 30 $0.63  $         1,896.00  
7/21/2022 Purchase Shares 500 $9.91  $         4,954.65  
7/22/2022 Sale Shares 2,000 $10.33  $       20,664.89  

58. On July 25, 2022, the day of the Announcement, Mauro Nannini sold all 34,500 

shares and 85 call options of IEA realizing an illegal profit of $177,048 (Figure 9 below). 

Figure 9 – Mauro Nannini Sells All IEA Securities on Day of Announcement   

Date Transaction Shares/Options Amount Average Price Value 
7/25/2022 Sale Shares 17,000 $13.18  $     224,038.86  
7/25/2022 Sale Shares 17,500 $13.17  $     230,419.97 
7/25/2022 Sale Call Option 49 $3.29  $       16,136.34  
7/25/2022 Sale Call Option 6 $3.29  $         1,975.88  
7/25/2022 Sale Call Option 30 $3.27  $         9,803.77 

 
out-of-the-money (the right, but not the obligation, to purchase 8,500 IEA shares) call options on 
July 18, 2022 with a strike price of $10.00 and an expiration date of August 19, 2022.  

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 15 of 21



16 
 

59. At the time Mauro Nannini traded in the securities of IEA, he knew, consciously 

avoided knowing, or was reckless in not knowing that that he was in possession of MNPI. 

60. Mauro Nannini also knew, consciously avoided knowing, or was reckless in not 

knowing that the MNPI was divulged to him by Nannini in breach of a duty of trust and confidence 

for personal benefit. 

61. Mauro Nannini used the MNPI with an intent to deceive or defraud by trading in 

IEA securities on the basis of MNPI in advance of the Announcement. 

(iii) Thermiotis Tips Tonarely  

62. In addition to purchasing IEA stock on the basis of MNPI, Thermiotis tipped 

Tonarely, who purchased shares of IEA.  

63. Tonarely also went to high school with Nannini and Thermiotis. Thermiotis and 

Tonarely are very close friends and exchange daily text messages about day-trading, friends, and 

social gatherings. 

64. Thermiotis received a personal benefit from his tip of MNPI to Tonarely, including 

the benefit of providing a gift of inside information to a close friend. 

65. On June 16, 2022, the day after Nannini first disclosed MNPI to Thermiotis, 

Tonarely text messaged Thermiotis, “I want to make some money right now.  What we do[?]” 

(Figure 10 below). A little more than an hour later, Thermiotis called Tonarely for almost two 

minutes. At 3:35 p.m., Nannini called Thermiotis for approximately 35 minutes. While Thermiotis 

was on the phone with Nannini, Thermiotis text messaged Tonarely, “Don’t text me about it.” At 

4:11 p.m., Tonarely called Thermiotis for approximately three minutes. Just a few minutes later, 

from 4:14 to 4:18 p.m., Tonarely purchased 321 shares of IEA, which comprised 100 percent of 

Tonarely’s stock holdings in his brokerage account.  

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 16 of 21



17 
 

66. Later that day, at 5:20 p.m., Thermiotis called Tonarely for three minutes. At 5:23 

p.m., Thermiotis texted Tonarely, “Not a soul okay,” to which Tonarely responded: “Obviously. 

You told me not to.” 

Figure 10 – June 16, 2022 Text Messages between Thermiotis and Tonarely 

June 16, 2022 (Thursday) 

 2:23 p.m. Francisco Tonarely:  
 
 I want to make some money right now. 
 What we do 
 

 3:35 p.m. 
 
 
 
 

                                                  Alejandro Thermiotis:  
                                                  Don’t text me about it. 
 
Francisco Tonarely:  
 Call me, Call me now 

 5:23 p.m.     Alejandro Thermiotis: 
    Not a soul okay 
Francisco Tonarely:  
Obviously. You told me not to. 

 
67. The following week, on June 22, 2022, Tonarely texted Thermiotis and asked if 

they should sell. At that time, IEA’s stock price was averaging approximately $9.20. Thermiotis 

responded “Idk bro. Probably not wait to hear morw [sic].” Earlier that day, Nannini had indicated 

to Thermiotis that he was uncertain whether the deal was going through (Figure 2 above).  

68. On June 29, 2022, Tonarely text messaged Thermiotis and again raised concerns 

about his investment in IEA, stating he was bleeding money and asking if they should sell.   

69. On July 25, 2022, before the market open on the day of the Announcement, 

Tonarely text messaged Thermiotis, “Why not sell now?” to which Thermiotis told him to do 

whatever he wanted.  

70. On the day of the Announcement, Tonarely sold all of his shares of IEA realizing 

an illegal profit of $1,509. 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 17 of 21



18 
 

71. At the time Tonarely traded in the securities of IEA, he knew, consciously avoided 

knowing, or was reckless in not knowing that that he was in possession of MNPI. 

72. Tonarely also knew, consciously avoided knowing, or was reckless in not knowing 

that the MNPI was divulged to him by Thermiotis in breach of a duty of trust and confidence for 

personal benefit. 

73. Tonarely used the MNPI with an intent to deceive or defraud by trading in IEA 

securities on the basis of MNPI in advance of the Announcement. 

D. Post-Trade Conduct 

74. On July 27, 2022, two days after the Announcement, Nannini and Thermiotis 

revisited purchasing a Rolex in text messages, with Nannini sending a link to a Rolex watch for 

sale and asking Thermiotis: “You wanna hook it up for the boy. I know its [sic] a little over budget 

but this is the one.”  

75. On October 13, 2022, Nannini text messaged Thermiotis he was “dead broke.” 

Thermiotis suggested that he owed Nannini money and responded “[y]ou should take the 25 i owe 

you cash ngl [not gonna lie]” (presumably referring to $25,000) “[f]or buying opportunities.” 

Nannini said he would rather “pop a daytona,” referencing the Rolex watch model discussed in 

previous communications. Thermiotis later told Nannini that they should go to a store to purchase 

a pre-owned Rolex because Thermiotis was not going to purchase one online. 

76. Nannini also took steps to conceal his fraud from the Consulting Firm by denying 

he knew Thermiotis during an inquiry by the Financial Industry Regulatory Authority (“FINRA”). 

77. After the Announcement, FINRA contacted MasTec regarding its investigation of 

potential insider trading of IEA shares. On December 21, 2022, in connection with FINRA’s 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 18 of 21



19 
 

investigation, MasTec sent the Consulting Firm a list of individuals and entities that traded in IEA 

securities before the Announcement.   

78. The Consulting Firm’s counsel shared the list with Nannini, among others, to 

identify individuals Nannini may have known, and to provide a detailed description of any past or 

present relationships, including a synopsis of any contact which occurred during the period prior 

to the Announcement. The list included Mauro Nannini, along with Thermiotis and members of 

Thermiotis’s family. In response, on December 28, 2022, Nannini stated “I do not know any other 

individuals and/or entities on the list other than my parents,” concealing his relationship and 

communications with Thermiotis and knowledge about members of the Thermiotis family. 

79. On January 5, 2023, in response to an earlier request by the Consulting Firm for 

Nannini to turnover his personal cell phone in connection with the investigation, Nannini instead 

submitted his letter of resignation. Nannini also declined to be interviewed as part of the 

investigation.  

VI. CLAIM FOR RELIEF 

COUNT I 

Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 
(Against All Defendants) 

80. The Commission repeats and realleges Paragraphs 1 through 79 of this Complaint 

as if fully set forth herein. 

81. By engaging in the acts and conduct alleged herein, Defendants, directly or 

indirectly, in connection with the purchase or sale of securities, by the use of the means or 

instrumentalities of interstate commerce, or of the mails, or a facility of a national securities 

exchange, has knowingly or recklessly: 

a. employed devices, schemes, or artifices to defraud; and/or 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 19 of 21



20 
 

b. made an untrue statement of material fact or omitted to state a material fact 

necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading; and/or 

c. engaged in acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon any persons.  

82. By reason of the foregoing, Defendants violated, and unless enjoined, are 

reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], 

and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5].  

VII. RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests the Court: 

A. Permanent Injunction 

Issue Permanent Injunctions, enjoining the Defendants, their agents, servants, employees, 

attorneys, and representatives, and all persons in active concert or participation with them, and 

each of them, from violating Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Exchange 

Act Rule 10b-5 [17 C.F.R. § 240.10b-5]. 

B. Disgorgement and Prejudgment Interest 

Issue an Order directing Mauro Nannini, Thermiotis, and Tonarely to disgorge all ill-gotten 

gains, including prejudgment interest, received as a result of the acts and/or courses of conduct 

alleged in this Complaint. 

C. Civil Monetary Penalties 

Issue an Order directing the Defendants to pay civil money penalties pursuant to Section 

21A of the Exchange Act [15 U.S.C. § 78u-1].  

 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 20 of 21



21 
 

D. Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

E. Retention of Jurisdiction 

The Commission respectfully requests the Court retain jurisdiction over this action and 

over Defendants in order to implement and carry out the terms of all orders and decrees that may 

hereby be entered, or to entertain any suitable application or motion by the Commission for 

additional relief within the jurisdiction of this Court. 

VIII. DEMAND FOR JURY TRIAL 

The Commission hereby demands a trial by jury on any and all issues in this action so 

triable. 

Dated:  September 13, 2024  Respectfully submitted, 

 

By: Russell R. O’Brien 
Russell R. O’Brien 
Trial Counsel 
Fla. Bar No.  084542 
Direct Dial: (305) 982-6341 
Email:  [email protected] 
Lead Attorney 
Attorney To Be Noticed 
 
Michael J. Gonzalez 
Senior Counsel 
Florida Bar No. 110598 
Direct Dial:  (305) 982-6318 
Email:  [email protected] 

 
ATTORNEYS FOR PLAINTIFF 
SECURITIES AND EXCHANGE  
COMMISSION 
801 Brickell Avenue, Suite 1950 
Miami, FL 33131 
Telephone:  (305) 982-6300 
Facsimile:   (305) 536-4154 

Case 1:24-cv-23531-XXXX   Document 1   Entered on FLSD Docket 09/13/2024   Page 21 of 21