SEC v. Anthony Marsico; Arthur P. Pizzello, Jr.; Robert Quattrocchi; and Timothy Carey, No. 1:25-cv-005553, Northern District of Illinois (Sept. 23, 2025) — Complaint

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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        v.

ANTHONY MARSICO, ARTHUR P.
PIZZELLO, JR., ROBERT
QUATTROCCHI, AND TIMOTHY
CAREY,

                                             Defendants.

Civil Action No.: 25-cv-553

JURY TRIAL DEMANDED

COMPLAINT

Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint
against Defendants Anthony Marsico (“Marsico”), Arthur P. Pizzello, Jr. (“Pizzello”), Robert
Quattrocchi (“Quattrocchi”), and Timothy Carey (“Carey”) (collectively, “Defendants”), and
alleges as follows:
SUMMARY

1. This case concerns unlawful insider trading by Defendants Marsico, Pizzello,
Quattrocchi, and Carey in the stock of Goodness Growth Holdings, Inc. (“Goodness Growth”) in
advance of a February 1, 2022 announcement by Verano Holdings Corporation (“Verano”) that it
was acquiring Goodness Growth in an all-stock transaction valued at approximately $413 million
(the “Announcement”).
1

1
 On October 14, 2022, Verano publicly announced the termination of its planned acquisition of
Goodness Growth.

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2. In the wake of the news, Goodness Growth’s stock skyrocketed. On the day of the
Announcement, Goodness Growth’s share price rose by nearly 42%.
3. Goodness Growth and Verano operated retail dispensaries and marijuana growth
facilities in several states. In 2021, Verano – headquartered in Chicago – was actively working
on entering into the coveted New York state retail cannabis market. At the time, Goodness
Growth had one of only ten licenses to cultivate and sell cannabis in New York state.
4. During the relevant period, Marsico, Pizzello, Quattrocchi, and Carey were close
friends, and they all resided in the suburban Chicago area. They were all members of the same
country club, which Pizzello co-owned. They also regularly called and texted each other, and
they regularly golfed, gambled, and socialized together.
5. Marsico, an Executive Vice President at Verano at the time of the conduct alleged
herein, knew Verano was interested in expanding into the New York retail cannabis market,  and
he learned that Goodness Growth was looking to be acquired. By December 2021, through
Marsico’s employment as an executive of Verano, he had learned that Verano was planning to
acquire Goodness Growth.
6. In late December 2021, Marsico told Pizzello about the planned acquisition of
Goodness Growth by Verano. Pizzello then immediately told Quattrocchi about the planned
acquisition. In early January 2022, Pizzello also told Carey about the planned a cquisition.
7. Between December 8, 2021 through January 31, 2022, Marsico, Pizzello,
Quattrocchi, and Carey each purchased thousands of shares of Goodness Growth stock based on
material nonpublic information about the planned acquisition.
8. At the close of the market on the day of the Announcement, Marsico had
unrealized gains totaling $661,549, Pizzello had unrealized gains totaling $124,456, Quattrocchi

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had realized and unrealized gains totaling $28,136, and Carey had unrealized gains totaling
$9,260, from their insider trading.
9. By engaging in the conduct alleged herein, Marsico, Pizzello, Quattrocchi, and
Carey each violated, and unless restrained and enjoined will continue to violate, Section 10(b) of
the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
10. The Commission brings this action seeking: (1) a permanent injunction against
Marsico, Pizzello, Quattrocchi, and Carey; (2) an officer-and-director bar against Marsico; (3)
disgorgement of ill-gotten gains with prejudgment interest against Marsico, Pizzello,
Quattrocchi, and Carey; (4) civil penalties against Marsico, Pizzello, Quattrocchi, and Carey; and
(5) any additional relief that the Court deems just and proper.
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]. Marsico, Pizzello,
Quattrocchi, and Carey have, directly or indirectly, made use of means or instrumentalities of
interstate commerce, or of the mails, or the facilities of a national securities exchange, in
connection with the transactions, acts, practices, and courses of business alleged herein.
12. Venue in this Court is proper pursuant to Section 27 of the Exchange Act [15
U.S.C. § 78aa]. Marsico, Pizzello, Quattrocchi, and Carey all reside in the Northern District of
Illinois. Also, certain of the acts, practices, transactions, and courses of business constituting the
violations alleged in this Complaint occurred within the Northern District of Illinois.

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DEFENDANTS

13. Anthony Marsico, age 39, resides in Bartlett, Illinois. Marsico was employed at
Verano from October 2018 until January 22, 2024, when he was terminated. Marsico held
various positions at Verano and co-owned a forerunner entity that was subsumed by Verano in
2018. During the relevant period, Marsico was an Executive Vice President at Verano and was
responsible for municipal government relations and real estate, which included responsibility for
acquiring the proper licenses and approvals to open cannabis dispensaries in various
jurisdictions.
14. Arthur P. Pizzello, Jr., age 61, resides in Wayne, Illinois and Marco Island,
Florida. From July 1985 to November 2004, January 2007 to November 2008, and June 2009 to
November 2024, Pizzello was associated with several broker-dealers and investment advisers
registered with the Commission. From August 2014 through March 2022, he was a registered
representative associated with a broker-dealer registered with the Commission. During the
relevant period, Pizzello held Financial Industry Regulatory Authority (“FINRA”) Series 6 and
63 licenses, which he voluntarily surrendered on November 5, 2024. Pizzello is also currently
employed as an area vice president at a publicly traded insurance broker and human resource
benefits company, and also co-owns a leadership consulting company based in Carmel, Indiana.
15. Robert Quattrocchi, age 63, resides in Schaumburg, Illinois. He has never been
associated with a Commission registrant.
16. Timothy Carey, age 57, resides in Hanover Park, Illinois. He has never been
associated with a Commission registrant.

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OTHER RELEVANT ENTITIES

17. Verano Holdings Corporation is a British Columbia, Canada corporation with
headquarters in Chicago, Illinois. Verano is in the cannabis industry and operates dispensaries
and marijuana growth facilities in 14 states. Verano’s common stock is registered with the
Commission pursuant to Section 12(g) of the Exchange Act. Verano’s securities trade under the
ticker symbol “VRNOF” on the OTC Markets Group, Inc.
18. Goodness Growth Holdings, Inc. is a British Columbia, Canada corporation
with headquarters in Minneapolis, Minnesota. Goodness Growth is in the cannabis industry and
operates retail dispensaries and marijuana growth facilities located in New York, Minnesota, and
New Mexico. Goodness Growth’s securities are registered with the Commission pursuant to
Section 12(g) of the Exchange Act. Goodness Growth’s securities traded on the OTC under
ticker symbol “GDNSF” until July 2024, when it changed its name to Vireo Growth, Inc., and
now trades under the ticker “VREOF.” On October 14, 2022, Verano publicly announced the
termination of its planned acquisition of Goodness Growth.
FACTS

Friendship Between Marsico, Pizzello, Quattrocchi, and Carey

19. During the relevant period, Marsico, Pizzello, Quattrocchi, and Carey were close
friends. The friendship between Marsico, Pizzello, Quattrocchi, and Carey dates back to
approximately 2015. Pizzello and Quattrocchi have also been friends for approximately 20 years.
20. Marsico, Pizzello, Quattrocchi, and Carey were all members of the same country
club, which Pizzello co-owned (the “Country Club”), and regularly golfed and socialized
together. Pizzello and his wife also regularly socialized and traveled with Carey and his wife.

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21. Among other activities, Marsico, Pizzello, Quattrocchi, and Carey also regularly
gambled together.
22. Additionally, Marsico and Pizzello engaged in business together. Marsico referred
a viatical settlement contract client to a company co-owned by Pizzello, and Marsico was
compensated for the referral in January 2022. Pizzello also invested in Verano through a “friends
and family” offering before its initial public offering in 2021.
23. Marsico, Pizzello, Quattrocchi, and Carey regularly communicated with each
other via telephone and text messages. Text messages show the closeness of their friendships and
familiarity with each other and that they all regularly shared confidences.
24. Given the nature of their friendship, Pizzello, Quattrocchi, and Carey each knew
that Marsico worked at Verano, were aware of Marsico’s role at Verano, and that Marsico had
access to material nonpublic information about Verano.
Marsico Owed a Duty of Trust and Confidence to Verano

25. During the relevant period, Marsico – due to his officer position and pursuant to
Verano’s policies – owed a duty of trust and confidence to Verano to maintain the confidentiality
of material nonpublic information that he had obtained during the course of his employment with
Verano, including refraining from trading on material nonpublic information and from giving
material nonpublic information to others who may trade on the basis of that information.
26. During the relevant period, Marsico was an Executive Vice President at Verano
and was responsible for municipal government relations, real estate, and acquiring the proper
licenses and approvals to open cannabis dispensaries in various jurisdictions.
27. Marsico had access to material nonpublic information concerning Verano’s
finances and business plans. He learned this information through, among other means, meetings

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he attended, and regular communications that he had with other Verano executives. Marsico and
Verano’s chief investment officer (“CIO”) regularly communicated about Verano’s projected
revenue and earnings. During the fall of 2021, Marsico joined meetings to discuss and plan
Verano’s script for earnings calls.
28. Verano’s policies and procedures in place during the relevant period prohibited
Verano employees from: (1) insider trading and tipping of undisclosed material information to
third parties; and (2) trading and tipping undisclosed material information about other companies
obtained in the course of Verano’s business. Verano’s employee handbook also prohibited
outside disclosure of confidential or proprietary information about Verano, including business or
financial information.
29. On February 15, 2021, Marsico signed an acknowledgement that he received
Verano’s public employee disclosure training deck. The deck provided “acquisitions” as an
example of “material” information not to be disclosed outside of Verano and further stated that
Marsico, as a Verano employee, must be aware of the rules prohibiting insider trading and
“tipping.”
Marsico Traded On the Basis of Material Nonpublic Information About the Planned
Acquisition

30. Goodness Growth is in the cannabis industry, and, during the relevant period,
operated retail dispensaries and marijuana growth facilities located in New York, Minnesota, and
New Mexico. Verano is also in the cannabis industry, and, during the relevant period, operated
dispensaries and marijuana growth facilities in fourteen states.
31. In 2021, Verano was seeking to expand into New York, a coveted market that
Verano had not yet entered. At the time, Goodness Growth had one of only ten licenses to
cultivate and sell cannabis in New York.

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32. Marsico had learned through his employment at Verano that the company was
interested in expanding into the New York retail cannabis market. In the summer of 2021,
Marsico was involved in Verano’s retention of a lobbying firm to help Verano retain a license to
operate in New York.
33. On April 24, 2021, Goodness and Verano entered into a non-disclosure agreement
regarding a potential acquisition of Goodness Growth by Verano.
34. During the Summer of 2021, Goodness Growth and Verano engaged in
discussions regarding an acquisition but did not move forward with a deal at that time.
35. On September 2, 2021, Marsico conducted a search of “GDNSF”, the Goodness
Growth stock symbol, using a search engine, suggesting his awareness by this date of the
discussions that had taken place between Verano and Goodness Growth about the possibility of
an acquisition.
36. On or around October 22, 2021, Verano and Goodness Growth entered into a
second non-disclosure agreement and re-engaged in discussions about a possible acquisition.
37. Between approximately October 19, 2021 and October 21, 2021, Marsico and
several representatives from Verano and Goodness Growth attended a cannabis industry
conference in Las Vegas.
38. Also in attendance was an investment banker (the “Investment Banker”), who had
been hired by Goodness Growth on October 18, 2021 to help it find a suitable company
interested in acquiring it.
39. On or around October 20, 2021, while at the conference, the Investment Banker
introduced himself to Marsico. Marsico gave the Investment Banker his name and identified
himself as a senior executive of Verano. During the conversation, Marsico told the Investment

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Banker that he worked closely with Verano’s Chief Executive Officer (“CEO”) and further
described his role as a senior executive of the company with high-level knowledge of its
dealings. Because of Marsico’s description of his role at Verano and relationship with Verano’s
CEO, the Investment Banker told Marsico that he and his firm had been engaged in a process to
solicit bids for the purchase of Goodness Growth. The Investment Banker told Marsico about the
benefits of a merger between Goodness Growth and Verano and that he believed Verano was
very interested in Goodness Growth. According to the Investment Banker, Marsico responded
with something to the effect of, “so a person could make a lot of money if they traded on this
information.”
40. As of October 2021, Marsico was regularly communicating with several of the
Verano officers and employees who were working on the acquisition deal team, including
Verano’s CEO and founder, co-founder, President, Chief Financial Officer, CIO, and in-house
attorney.
41. On November 3, 2021, about two weeks after Verano and Goodness Growth
signed the second non-disclosure agreement and had re-engaged in acquisition discussions,
Verano’s CIO, who was also a member of the acquisition deal team, texted Marsico about
Verano’s potential acquisition of an existing cannabis company with a New York license. At the
time, Verano was simultaneously pursuing Goodness Growth and Cannabis Company A, a
privately held cannabis company, both of which had New York cannabis licenses.
42. On November 12, 2021, Verano submitted a preliminary non-binding indication
of interest to acquire Goodness Growth in an all-stock transaction. On November 17, 2021,
Verano submitted a non-binding indication of interest to acquire Goodness Growth with updated

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deal terms. The day before, on November 16, 2021, Marsico again searched “gdnsf”, the
Goodness Growth stock symbol.
43. On November 20, 2021, Verano sent a revised non-binding indication of interest
to acquire Goodness Growth, containing additional updated deal terms. Later that day, a special
committee of Goodness Growth’s board approved Verano’s acquisition offer, which required
Verano to stop negotiations with Cannabis Company A, and provided 45 days for the parties to
negotiate the final terms of the acquisition transaction.
44. Just three days later, Marsico searched “goodness growth holdings shares
outstanding” which linked him to a webpage that included stock prices, news, and price quotes
for Goodness Growth.
45. Between December 2, 2021 and January 31, 2022, Verano and Goodness Growth
conducted due diligence related to the planned acquisition.
46. Just as Verano’s due diligence began, on December 2, 2021, Marsico, who had
not had a U.S. brokerage account since 2015, opened a U.S. brokerage account. The next day,
Marsico transferred $100,000 from his personal bank account to fund this newly opened
brokerage account.
47. Despite not having a U.S. brokerage account for over six years, Marsico
immediately sought to buy Goodness Growth stock. Between December 2, 2021 and December
7, 2021, before these funds were available for trading, Marsico entered six orders attempting to
purchase Goodness Growth stock, which were all rejected by the brokerage firm because his
funds were still on hold in the account.
48. Once Marsico’s funds were released to his trading account, Marsico immediately
began purchasing Goodness Growth stock on numerous days and in significantly large amounts.

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49. Despite never trading in its stock before, Marsico conducted a continuous buying
spree in Goodness Growth Stock in the weeks leading up to the public announcement of the
planned acquisition. On 23 separate trading days, beginning on December 8, 2021 through
January 28, 2022, Marsico bought a total of 906,934 shares of Goodness Growth stock at a cost
of approximately $1.5 million.
50. Marsico funded certain of his purchases of Goodness Growth stock using the
proceeds of a $4.2 million loan (net of fees) that he obtained on December 28, 2021 from a
private equity firm that was also providing financing to Verano for the planned acquisition.
Marsico used a portion of the loan proceeds to fund his newly opened U.S. brokerage account.
51. On January 31, 2022, the Boards of Directors of Goodness Growth and Verano
approved the planned acquisition.
52. As of January 31, 2022, Marsico’s Goodness Growth stock holdings comprised
39% of his total U.S. brokerage account.
53. On February 1, 2022, before the stock market opened, Verano publicly announced
in a press release that it was entering the “coveted New York, Minnesota and New Mexico
markets” by acquiring Goodness Growth in an all-stock transaction valued at approximately
$413 million.
54. Goodness Growth’s stock immediately rose with the release of this news. When
the trading day ended on February 1, 2022, the day of the Announcement, Goodness Growth’s
stock price had risen 41.8% from the prior day’s closing price of $1.65 per share to a closing
price of $2.34 per share.

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55. Based on the price of Goodness Growth’s stock at the close of the market on
February 1, 2022, Marsico’s unrealized gains from his purchase of the 906,934 shares of
Goodness Growth totaled $661,549.
56. After the Announcement, Marsico almost immediately began selling his
Goodness Growth stock to try to reap the benefits of his insider trading scheme. Between
February 4, 2022 and February 22, 2022, Marsico sold 584,467 shares of Goodness Growth
stock. By March 24, 2022, Marsico had sold all of his 906,934 shares of Goodness Growth stock.
Marsico’s realized gains on the sale of his Goodness Growth stock totaled $631,557, calculated
on a first in first out basis.
57. On February 15, 2022, FINRA requested from Verano, among other things, a list
of all persons knowledgeable about the planned acquisition.
58. On March 22, 2022, the same day that Verano responded to FINRA’s request,
Marsico conducted a search for “what is insider trading” using a search engine and viewed a
Wikipedia page on the topic.
59. On May 26, 2022, FINRA notified Verano that FINRA was seeking to obtain
additional information about Marsico’s awareness of the planned acquisition before it was
publicly announced. Verano asked Marsico to provide a written explanation about his knowledge
of the planned acquisition, but Marsico ignored Verano’s multiple requests for his written
response.
Marsico Tipped Pizzello, Who Traded Based on Material Nonpublic Information About the
Planned Acquisition

60. On December 21, 2021, during an approximately five-minute phone call, Marsico
told Pizzello material nonpublic information that Verano would be acquiring Goodness Growth
in the near future. Marsico also told Pizzello to purchase shares of Goodness Growth stock in a

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way that would avoid red flags. He also instructed Pizzello to keep his tip confidential and not to
tell others.
61. Pizzello did not wait to act on Marsico’s tip. On December 21, 2021, while still
on the phone with Marsico, Pizzello entered his first order to buy Goodness Growth stock. That
order was successfully filled, with Pizzello purchasing 5,000 shares.
62. Later that same morning, Pizzello entered an additional order and bought 10,000
more shares of Goodness Growth stock.
63. Pizzello had never bought Goodness Growth stock before Marsico tipped him.
64. Between December 21, 2021 and January 28, 2022, Pizzello bought a total of
167,398 shares of Goodness Growth.
65. On February 1, 2022, Verano announced that it was acquiring Goodness Growth.
66. Based on the price of Goodness Growth’s stock at the close of the market on
February 1, 2022, Pizzello’s unrealized gains from his purchase of the 167,398 shares of
Goodness Growth totaled $124,456.
67. Pizzello did not sell any of his Goodness Growth shares until April 18, 2022.
Between April 18, 2022 and October 18, 22, Pizzello sold all but 4,719 of his shares and realized
losses of $113,662, calculated on a first in first out basis. As of March 2024, he had not sold his
remaining 4,719 shares of Goodness Growth stock.
Pizzello Tipped Quattrocchi, Who Traded Based on Material Nonpublic Information About
the Planned Acquisition

68. Shortly after getting the tip from Marsico, Pizzello relayed Marsico’s tip to his
close friend Quattrocchi. On December 21, 2021, Pizzello called Quattrocchi and told him that
Verano was going to acquire Goodness Growth and he let Quattrocchi know that Marsico was
the source of the information.

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69. Quattrocchi knew that Marsico worked at Verano and had access to material
nonpublic information about Verano.
70. On January 4, 2022, while on the phone with Pizzello, Quattrocchi made his first
purchase of Goodness Growth stock. During the approximately 21-minute telephone call with
Pizzello, Quattrocchi entered two orders to purchase a total of 6,000 shares of Goodness Growth
stock in one of his brokerage accounts.
71. After his call with Pizzello, Quattrocchi entered additional orders and bought a n
additional 9,000 shares of Goodness Growth stock on January 4, 2022.
72. Quattrocchi had never bought Goodness Growth stock before Pizzello tipped him.
73. After Quattrocchi’s initial purchase of Goodness Growth stock on January 4,
2022, he bought an additional 49,107 shares between January 5, 2022 and January 28, 2022, for
a total of 64,107 shares.
74. On January 14, 18, 20, and 26, Quattrocchi sold 13,678 shares of his Goodness
Growth stock position.
75. On February 1, 2022, Verano announced that it was acquiring Goodness Growth.
76. Within the next 48 hours, Quattrocchi sold all 50,429 shares of his remaining
Goodness Growth position. Quattrocchi sold 31,485 of his Goodness Growth shares on February
1, 2022 and the remaining 18,944 shares of Goodness Growth on February 2, 2022.
77. Quattrocchi realized gains of $15,270 from the sale of his 31,485 shares of his
Goodness Growth stock on February 1, 2022, calculated on a first in first out basis.
78. Based on the price of Goodness Growth’s stock at the close of the market on
February 1, 2022, Quattrocchi’s unrealized gains from his purchase of the 18,944 shares of
Goodness Growth totaled $12,865. Quattrocchi realized gains of $11,622 from the sale of his

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18,944 shares of his Goodness Growth stock on February 2, 2022, calculated on a first in first out
basis.
Pizzello Tipped Carey, Who Traded Based on Material Nonpublic Information About the
Planned Acquisition

79. Pizzello also relayed Marsico’s tip to his close friend Carey.
80. While Carey and his wife were visiting Pizzello’s home in Florida over the New
Year’s holiday in early January 2022, Pizzello told them that Goodness Growth would be
acquired by Verano and that Goodness Growth’s stock price could double as a result.
81. Carey understood that Marsico was the original source of the material nonpublic
information about the planned acquisition.
82. Carey knew that Marsico worked at Verano and had access to material nonpublic
information about Verano.
83. On January 4, 2022, Carey made his first purchase of 12,195 shares of Goodness
Growth in his wife’s brokerage account.
84. Carey had never bought Goodness Growth stock before Pizzello tipped him.
85. On January 14, 2022, after the stock market closed, Pizzello texted Carey and
Quattrocchi a screenshot of Goodness Growth’s stock chart for that day which reflected a 5.42%
gain followed by a “Let’s go” text.
86. On January 31, 2022, Carey bought 875 additional shares of Goodness Growth in
a brokerage account jointly held by him and his wife.
87. Between January 4, 2022 and January 31, 2022, Carey bought a total of 13,070
shares of Goodness Growth.
88. On February 1, 2022, Verano announced that it was acquiring Goodness Growth,
but Carey did not sell his Goodness Growth stock after the Announcement.

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89. Based on the price of Goodness Growth’s stock at the close of the market on
February 1, 2022, Carey’s unrealized gains from his purchase of the 13,070 shares of Goodness
Growth totaled $9,260. As of the filing of this Complaint, he had not sold any of his shares of
Goodness Growth stock.
CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder

90. The Commission realleges and incorporates by reference each and every
allegation contained in the paragraphs above.
91. Marsico, Pizzello, Quattrocchi, and Carey each knowingly or recklessly bought
Goodness Growth stock while in possession of material nonpublic information about the planned
acquisition.
92. Marsico learned material nonpublic information about the planned acquisition
through his employment as a Verano executive. Marsico knew or was reckless in not knowing,
that the information he possessed concerning the planned acquisition was material nonpublic
information.
93. At all relevant times, Marsico had a relationship of trust and confidence with
Verano that required him to keep nonpublic information regarding the planned acquisition
confidential and to refrain from trading on it. Marsico knew, consciously avoided knowing, or
was reckless in not knowing, that he owed a duty of trust and confidence to keep the material
nonpublic information he possessed concerning the planned acquisition confidential and to
refrain from trading on it. Marsico breached this duty by buying Goodness Growth stock on the
basis of material nonpublic information about the planned acquisition. Marsico also breached
this duty by tipping Pizzello material nonpublic information about the planned acquisition with
the expectation that Pizzello would use the material nonpublic information to purchase Goodness

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Growth stock. Marsico tipped Pizzello material nonpublic information about the planned
acquisition in exchange for a personal benefit by making a gift of the information to his close
friend.
94. Pizzello, Quattrocchi, and Carey each knew, consciously avoided knowing, or
were reckless in not knowing, or should have known, that the information about the planned
acquisition had been disclosed by Marsico in breach of a duty of trust and confidence for a
personal benefit. They each traded on the basis of the information despite knowing, consciously
avoiding knowing, or being reckless in not knowing, that it was material and nonpublic. Pizzello
tipped Quattrocchi and Carey material nonpublic information about the planned acquisition in
exchange for a personal benefit by making a gift of the information to his close friends.
95. By engaging in the acts and conduct alleged herein, Marsico, Pizzello,
Quattrocchi, and Carey each, directly or indirectly, in connection with the purchase or sale of a
security, by the use of any means or instrumentality of interstate commerce, or of the mails or of
any facility of any national securities exchange:
a. employed a device, scheme, or artifice to defraud; and/or
b. made an untrue statement of material fact, or omitted to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and/or
c. engaged in an act, practice, or course of business which operated or would operate
as a fraud or deceit upon any person.
96. By reason of the foregoing, Marsico, Pizzello, Quattrocchi, and Carey each
violated, and unless enjoined will continue to violate, Section 10(b) of the Exchange Act [15
U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

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PRAYER FOR RELIEF

 THEREFORE, the Commission respectfully requests that this Court:
A. Permanently restrain and enjoin Marsico, Pizzello, Quattrocchi, and Carey from
violating, directly or indirectly, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule
10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5] by (i) buying or selling a security of any
issuer, on the basis of material nonpublic information, in breach of a fiduciary duty or other duty
of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that
security or the shareholders of that issuer, or to any other person who is the source of the
information; or (ii) by communicating material nonpublic information about a security or issuer,
in breach of a fiduciary duty or other duty of trust or confidence, to another person or persons for
purposes of buying or selling any security.
B. Prohibit Marsico, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. §
78u(d)(2)], from acting as an officer or director of any issuer that has a class of securities
registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file
reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)];
C. Order Marsico, Pizzello, Quattrocchi, and Carey each to pay disgorgement of ill-
gotten gains and prejudgment interest thereon pursuant to Sections 21(d)(5) and 21(d)(7) of the
Exchange Act [15 U.S.C. § 78u(d)(5) and (d)(7)];
D. Order Marsico, Pizzello, Quattrocchi, and Carey each to pay a civil penalty
pursuant to Section 21A of the Exchange Act [15 U.S.C. § 78u-1];
E. Retain jurisdiction over this action in order to implement and carry out the terms
of all orders and decrees that it may enter, or to entertain any suitable application or motion by
the Commission for additional relief within the jurisdiction of this Court; and

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F. Grant such further relief as the Court deems just and proper.

Dated: January 16, 2025 Respectfully submitted,

By: /s/ Ashley E. Dalmau Holmes
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Ashley E. Dalmau Holmes ([email protected]
)
Timothy Leiman ([email protected])
Richard G. Stoltz ([email protected])
175 W. Jackson Blvd., Suite 1450
Chicago, Illinois 60604
Phone:  (312) 353-3790
Facsimile:  (312) 353-7398

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UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION  

 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff,  
 
                        v. 
 
ANTHONY MARSICO, ARTHUR P. 
PIZZELLO, JR., ROBERT 
QUATTROCCHI, AND TIMOTHY 
CAREY, 
 
                                             Defendants.   
 

 
 
 
 
Civil Action No.: 25-cv-553 
 
 
 
 
JURY TRIAL DEMANDED  

 
COMPLAINT 

 
Plaintiff Securities and Exchange Commission (the “Commission”) files this Complaint 

against Defendants Anthony Marsico (“Marsico”), Arthur P. Pizzello, Jr. (“Pizzello”), Robert 

Quattrocchi (“Quattrocchi”), and Timothy Carey (“Carey”) (collectively, “Defendants”), and 

alleges as follows:  

SUMMARY 
 

1. This case concerns unlawful insider trading by Defendants Marsico, Pizzello, 

Quattrocchi, and Carey in the stock of Goodness Growth Holdings, Inc. (“Goodness Growth”) in 

advance of a February 1, 2022 announcement by Verano Holdings Corporation (“Verano”) that it 

was acquiring Goodness Growth in an all-stock transaction valued at approximately $413 million 

(the “Announcement”).1  

 
1 On October 14, 2022, Verano publicly announced the termination of its planned acquisition of 
Goodness Growth. 

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2. In the wake of the news, Goodness Growth’s stock skyrocketed. On the day of the 

Announcement, Goodness Growth’s share price rose by nearly 42%. 

3. Goodness Growth and Verano operated retail dispensaries and marijuana growth 

facilities in several states. In 2021, Verano – headquartered in Chicago – was actively working 

on entering into the coveted New York state retail cannabis market. At the time, Goodness 

Growth had one of only ten licenses to cultivate and sell cannabis in New York state.  

4. During the relevant period, Marsico, Pizzello, Quattrocchi, and Carey were close 

friends, and they all resided in the suburban Chicago area. They were all members of the same 

country club, which Pizzello co-owned. They also regularly called and texted each other, and 

they regularly golfed, gambled, and socialized together.  

5. Marsico, an Executive Vice President at Verano at the time of the conduct alleged 

herein, knew Verano was interested in expanding into the New York retail cannabis market, and 

he learned that Goodness Growth was looking to be acquired. By December 2021, through 

Marsico’s employment as an executive of Verano, he had learned that Verano was planning to 

acquire Goodness Growth. 

6. In late December 2021, Marsico told Pizzello about the planned acquisition of 

Goodness Growth by Verano. Pizzello then immediately told Quattrocchi about the planned 

acquisition. In early January 2022, Pizzello also told Carey about the planned acquisition.  

7. Between December 8, 2021 through January 31, 2022, Marsico, Pizzello, 

Quattrocchi, and Carey each purchased thousands of shares of Goodness Growth stock based on 

material nonpublic information about the planned acquisition. 

8. At the close of the market on the day of the Announcement, Marsico had 

unrealized gains totaling $661,549, Pizzello had unrealized gains totaling $124,456, Quattrocchi 

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had realized and unrealized gains totaling $28,136, and Carey had unrealized gains totaling 

$9,260, from their insider trading. 

9. By engaging in the conduct alleged herein, Marsico, Pizzello, Quattrocchi, and 

Carey each violated, and unless restrained and enjoined will continue to violate, Section 10(b) of 

the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5].  

10. The Commission brings this action seeking: (1) a permanent injunction against 

Marsico, Pizzello, Quattrocchi, and Carey; (2) an officer-and-director bar against Marsico; (3) 

disgorgement of ill-gotten gains with prejudgment interest against Marsico, Pizzello, 

Quattrocchi, and Carey; (4) civil penalties against Marsico, Pizzello, Quattrocchi, and Carey; and 

(5) any additional relief that the Court deems just and proper.  

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]. Marsico, Pizzello, 

Quattrocchi, and Carey have, directly or indirectly, made use of means or instrumentalities of 

interstate commerce, or of the mails, or the facilities of a national securities exchange, in 

connection with the transactions, acts, practices, and courses of business alleged herein. 

12. Venue in this Court is proper pursuant to Section 27 of the Exchange Act [15 

U.S.C. § 78aa]. Marsico, Pizzello, Quattrocchi, and Carey all reside in the Northern District of 

Illinois. Also, certain of the acts, practices, transactions, and courses of business constituting the 

violations alleged in this Complaint occurred within the Northern District of Illinois. 

 

 

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DEFENDANTS  
 

13. Anthony Marsico, age 39, resides in Bartlett, Illinois. Marsico was employed at 

Verano from October 2018 until January 22, 2024, when he was terminated. Marsico held 

various positions at Verano and co-owned a forerunner entity that was subsumed by Verano in 

2018. During the relevant period, Marsico was an Executive Vice President at Verano and was 

responsible for municipal government relations and real estate, which included responsibility for 

acquiring the proper licenses and approvals to open cannabis dispensaries in various 

jurisdictions.  

14. Arthur P. Pizzello, Jr., age 61, resides in Wayne, Illinois and Marco Island, 

Florida. From July 1985 to November 2004, January 2007 to November 2008, and June 2009 to 

November 2024, Pizzello was associated with several broker-dealers and investment advisers 

registered with the Commission. From August 2014 through March 2022, he was a registered 

representative associated with a broker-dealer registered with the Commission. During the 

relevant period, Pizzello held Financial Industry Regulatory Authority (“FINRA”) Series 6 and 

63 licenses, which he voluntarily surrendered on November 5, 2024. Pizzello is also currently 

employed as an area vice president at a publicly traded insurance broker and human resource 

benefits company, and also co-owns a leadership consulting company based in Carmel, Indiana. 

15. Robert Quattrocchi, age 63, resides in Schaumburg, Illinois. He has never been 

associated with a Commission registrant. 

16. Timothy Carey, age 57, resides in Hanover Park, Illinois. He has never been 

associated with a Commission registrant. 

 

 

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OTHER RELEVANT ENTITIES  
 

17. Verano Holdings Corporation is a British Columbia, Canada corporation with 

headquarters in Chicago, Illinois. Verano is in the cannabis industry and operates dispensaries 

and marijuana growth facilities in 14 states. Verano’s common stock is registered with the 

Commission pursuant to Section 12(g) of the Exchange Act. Verano’s securities trade under the 

ticker symbol “VRNOF” on the OTC Markets Group, Inc. 

18. Goodness Growth Holdings, Inc. is a British Columbia, Canada corporation 

with headquarters in Minneapolis, Minnesota. Goodness Growth is in the cannabis industry and 

operates retail dispensaries and marijuana growth facilities located in New York, Minnesota, and 

New Mexico. Goodness Growth’s securities are registered with the Commission pursuant to 

Section 12(g) of the Exchange Act. Goodness Growth’s securities traded on the OTC under 

ticker symbol “GDNSF” until July 2024, when it changed its name to Vireo Growth, Inc., and 

now trades under the ticker “VREOF.” On October 14, 2022, Verano publicly announced the 

termination of its planned acquisition of Goodness Growth. 

FACTS 
 

Friendship Between Marsico, Pizzello, Quattrocchi, and Carey 
 

19. During the relevant period, Marsico, Pizzello, Quattrocchi, and Carey were close 

friends. The friendship between Marsico, Pizzello, Quattrocchi, and Carey dates back to 

approximately 2015. Pizzello and Quattrocchi have also been friends for approximately 20 years.  

20. Marsico, Pizzello, Quattrocchi, and Carey were all members of the same country 

club, which Pizzello co-owned (the “Country Club”), and regularly golfed and socialized 

together. Pizzello and his wife also regularly socialized and traveled with Carey and his wife. 

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21. Among other activities, Marsico, Pizzello, Quattrocchi, and Carey also regularly 

gambled together.  

22. Additionally, Marsico and Pizzello engaged in business together. Marsico referred 

a viatical settlement contract client to a company co-owned by Pizzello, and Marsico was 

compensated for the referral in January 2022. Pizzello also invested in Verano through a “friends 

and family” offering before its initial public offering in 2021. 

23. Marsico, Pizzello, Quattrocchi, and Carey regularly communicated with each 

other via telephone and text messages. Text messages show the closeness of their friendships and 

familiarity with each other and that they all regularly shared confidences.  

24. Given the nature of their friendship, Pizzello, Quattrocchi, and Carey each knew 

that Marsico worked at Verano, were aware of Marsico’s role at Verano, and that Marsico had 

access to material nonpublic information about Verano.  

Marsico Owed a Duty of Trust and Confidence to Verano 
 

25. During the relevant period, Marsico – due to his officer position and pursuant to 

Verano’s policies – owed a duty of trust and confidence to Verano to maintain the confidentiality 

of material nonpublic information that he had obtained during the course of his employment with 

Verano, including refraining from trading on material nonpublic information and from giving 

material nonpublic information to others who may trade on the basis of that information. 

26. During the relevant period, Marsico was an Executive Vice President at Verano 

and was responsible for municipal government relations, real estate, and acquiring the proper 

licenses and approvals to open cannabis dispensaries in various jurisdictions.  

27. Marsico had access to material nonpublic information concerning Verano’s 

finances and business plans. He learned this information through, among other means, meetings 

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he attended, and regular communications that he had with other Verano executives. Marsico and 

Verano’s chief investment officer (“CIO”) regularly communicated about Verano’s projected 

revenue and earnings. During the fall of 2021, Marsico joined meetings to discuss and plan 

Verano’s script for earnings calls.  

28. Verano’s policies and procedures in place during the relevant period prohibited 

Verano employees from: (1) insider trading and tipping of undisclosed material information to 

third parties; and (2) trading and tipping undisclosed material information about other companies 

obtained in the course of Verano’s business. Verano’s employee handbook also prohibited 

outside disclosure of confidential or proprietary information about Verano, including business or 

financial information. 

29. On February 15, 2021, Marsico signed an acknowledgement that he received 

Verano’s public employee disclosure training deck. The deck provided “acquisitions” as an 

example of “material” information not to be disclosed outside of Verano and further stated that 

Marsico, as a Verano employee, must be aware of the rules prohibiting insider trading and 

“tipping.” 

Marsico Traded On the Basis of Material Nonpublic Information About the Planned 
Acquisition 

 
30. Goodness Growth is in the cannabis industry, and, during the relevant period, 

operated retail dispensaries and marijuana growth facilities located in New York, Minnesota, and 

New Mexico. Verano is also in the cannabis industry, and, during the relevant period, operated 

dispensaries and marijuana growth facilities in fourteen states.  

31. In 2021, Verano was seeking to expand into New York, a coveted market that 

Verano had not yet entered. At the time, Goodness Growth had one of only ten licenses to 

cultivate and sell cannabis in New York.  

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32. Marsico had learned through his employment at Verano that the company was 

interested in expanding into the New York retail cannabis market. In the summer of 2021, 

Marsico was involved in Verano’s retention of a lobbying firm to help Verano retain a license to 

operate in New York. 

33. On April 24, 2021, Goodness and Verano entered into a non-disclosure agreement 

regarding a potential acquisition of Goodness Growth by Verano.  

34. During the Summer of 2021, Goodness Growth and Verano engaged in 

discussions regarding an acquisition but did not move forward with a deal at that time.  

35. On September 2, 2021, Marsico conducted a search of “GDNSF”, the Goodness 

Growth stock symbol, using a search engine, suggesting his awareness by this date of the 

discussions that had taken place between Verano and Goodness Growth about the possibility of 

an acquisition. 

36. On or around October 22, 2021, Verano and Goodness Growth entered into a 

second non-disclosure agreement and re-engaged in discussions about a possible acquisition. 

37. Between approximately October 19, 2021 and October 21, 2021, Marsico and 

several representatives from Verano and Goodness Growth attended a cannabis industry 

conference in Las Vegas.  

38. Also in attendance was an investment banker (the “Investment Banker”), who had 

been hired by Goodness Growth on October 18, 2021 to help it find a suitable company 

interested in acquiring it.  

39. On or around October 20, 2021, while at the conference, the Investment Banker 

introduced himself to Marsico. Marsico gave the Investment Banker his name and identified 

himself as a senior executive of Verano. During the conversation, Marsico told the Investment 

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Banker that he worked closely with Verano’s Chief Executive Officer (“CEO”) and further 

described his role as a senior executive of the company with high-level knowledge of its 

dealings. Because of Marsico’s description of his role at Verano and relationship with Verano’s 

CEO, the Investment Banker told Marsico that he and his firm had been engaged in a process to 

solicit bids for the purchase of Goodness Growth. The Investment Banker told Marsico about the 

benefits of a merger between Goodness Growth and Verano and that he believed Verano was 

very interested in Goodness Growth. According to the Investment Banker, Marsico responded 

with something to the effect of, “so a person could make a lot of money if they traded on this 

information.”  

40. As of October 2021, Marsico was regularly communicating with several of the 

Verano officers and employees who were working on the acquisition deal team, including 

Verano’s CEO and founder, co-founder, President, Chief Financial Officer, CIO, and in-house 

attorney. 

41. On November 3, 2021, about two weeks after Verano and Goodness Growth 

signed the second non-disclosure agreement and had re-engaged in acquisition discussions, 

Verano’s CIO, who was also a member of the acquisition deal team, texted Marsico about 

Verano’s potential acquisition of an existing cannabis company with a New York license. At the 

time, Verano was simultaneously pursuing Goodness Growth and Cannabis Company A, a 

privately held cannabis company, both of which had New York cannabis licenses. 

42. On November 12, 2021, Verano submitted a preliminary non-binding indication 

of interest to acquire Goodness Growth in an all-stock transaction. On November 17, 2021, 

Verano submitted a non-binding indication of interest to acquire Goodness Growth with updated 

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deal terms. The day before, on November 16, 2021, Marsico again searched “gdnsf”, the 

Goodness Growth stock symbol.    

43. On November 20, 2021, Verano sent a revised non-binding indication of interest 

to acquire Goodness Growth, containing additional updated deal terms. Later that day, a special 

committee of Goodness Growth’s board approved Verano’s acquisition offer, which required 

Verano to stop negotiations with Cannabis Company A, and provided 45 days for the parties to 

negotiate the final terms of the acquisition transaction. 

44. Just three days later, Marsico searched “goodness growth holdings shares 

outstanding” which linked him to a webpage that included stock prices, news, and price quotes 

for Goodness Growth. 

45. Between December 2, 2021 and January 31, 2022, Verano and Goodness Growth 

conducted due diligence related to the planned acquisition.  

46. Just as Verano’s due diligence began, on December 2, 2021, Marsico, who had 

not had a U.S. brokerage account since 2015, opened a U.S. brokerage account. The next day, 

Marsico transferred $100,000 from his personal bank account to fund this newly opened 

brokerage account.  

47. Despite not having a U.S. brokerage account for over six years, Marsico 

immediately sought to buy Goodness Growth stock. Between December 2, 2021 and December 

7, 2021, before these funds were available for trading, Marsico entered six orders attempting to 

purchase Goodness Growth stock, which were all rejected by the brokerage firm because his 

funds were still on hold in the account.  

48. Once Marsico’s funds were released to his trading account, Marsico immediately 

began purchasing Goodness Growth stock on numerous days and in significantly large amounts. 

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49. Despite never trading in its stock before, Marsico conducted a continuous buying 

spree in Goodness Growth Stock in the weeks leading up to the public announcement of the 

planned acquisition. On 23 separate trading days, beginning on December 8, 2021 through 

January 28, 2022, Marsico bought a total of 906,934 shares of Goodness Growth stock at a cost 

of approximately $1.5 million.  

50. Marsico funded certain of his purchases of Goodness Growth stock using the 

proceeds of a $4.2 million loan (net of fees) that he obtained on December 28, 2021 from a 

private equity firm that was also providing financing to Verano for the planned acquisition. 

Marsico used a portion of the loan proceeds to fund his newly opened U.S. brokerage account. 

51. On January 31, 2022, the Boards of Directors of Goodness Growth and Verano 

approved the planned acquisition.  

52. As of January 31, 2022, Marsico’s Goodness Growth stock holdings comprised 

39% of his total U.S. brokerage account.  

53. On February 1, 2022, before the stock market opened, Verano publicly announced 

in a press release that it was entering the “coveted New York, Minnesota and New Mexico 

markets” by acquiring Goodness Growth in an all-stock transaction valued at approximately 

$413 million.  

54. Goodness Growth’s stock immediately rose with the release of this news. When 

the trading day ended on February 1, 2022, the day of the Announcement, Goodness Growth’s 

stock price had risen 41.8% from the prior day’s closing price of $1.65 per share to a closing 

price of $2.34 per share. 

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55. Based on the price of Goodness Growth’s stock at the close of the market on 

February 1, 2022, Marsico’s unrealized gains from his purchase of the 906,934 shares of 

Goodness Growth totaled $661,549. 

56. After the Announcement, Marsico almost immediately began selling his 

Goodness Growth stock to try to reap the benefits of his insider trading scheme. Between 

February 4, 2022 and February 22, 2022, Marsico sold 584,467 shares of Goodness Growth 

stock. By March 24, 2022, Marsico had sold all of his 906,934 shares of Goodness Growth stock. 

Marsico’s realized gains on the sale of his Goodness Growth stock totaled $631,557, calculated 

on a first in first out basis.  

57. On February 15, 2022, FINRA requested from Verano, among other things, a list 

of all persons knowledgeable about the planned acquisition. 

58. On March 22, 2022, the same day that Verano responded to FINRA’s request, 

Marsico conducted a search for “what is insider trading” using a search engine and viewed a 

Wikipedia page on the topic. 

59. On May 26, 2022, FINRA notified Verano that FINRA was seeking to obtain 

additional information about Marsico’s awareness of the planned acquisition before it was 

publicly announced. Verano asked Marsico to provide a written explanation about his knowledge 

of the planned acquisition, but Marsico ignored Verano’s multiple requests for his written 

response.  

Marsico Tipped Pizzello, Who Traded Based on Material Nonpublic Information About the 
Planned Acquisition 

 
60. On December 21, 2021, during an approximately five-minute phone call, Marsico 

told Pizzello material nonpublic information that Verano would be acquiring Goodness Growth 

in the near future. Marsico also told Pizzello to purchase shares of Goodness Growth stock in a 

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way that would avoid red flags. He also instructed Pizzello to keep his tip confidential and not to 

tell others. 

61. Pizzello did not wait to act on Marsico’s tip. On December 21, 2021, while still 

on the phone with Marsico, Pizzello entered his first order to buy Goodness Growth stock. That 

order was successfully filled, with Pizzello purchasing 5,000 shares.  

62. Later that same morning, Pizzello entered an additional order and bought 10,000 

more shares of Goodness Growth stock. 

63. Pizzello had never bought Goodness Growth stock before Marsico tipped him.  

64. Between December 21, 2021 and January 28, 2022, Pizzello bought a total of 

167,398 shares of Goodness Growth.  

65. On February 1, 2022, Verano announced that it was acquiring Goodness Growth. 

66. Based on the price of Goodness Growth’s stock at the close of the market on 

February 1, 2022, Pizzello’s unrealized gains from his purchase of the 167,398 shares of 

Goodness Growth totaled $124,456. 

67. Pizzello did not sell any of his Goodness Growth shares until April 18, 2022. 

Between April 18, 2022 and October 18, 22, Pizzello sold all but 4,719 of his shares and realized 

losses of $113,662, calculated on a first in first out basis. As of March 2024, he had not sold his 

remaining 4,719 shares of Goodness Growth stock. 

Pizzello Tipped Quattrocchi, Who Traded Based on Material Nonpublic Information About 
the Planned Acquisition 

 
68. Shortly after getting the tip from Marsico, Pizzello relayed Marsico’s tip to his 

close friend Quattrocchi. On December 21, 2021, Pizzello called Quattrocchi and told him that 

Verano was going to acquire Goodness Growth and he let Quattrocchi know that Marsico was 

the source of the information. 

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69. Quattrocchi knew that Marsico worked at Verano and had access to material 

nonpublic information about Verano. 

70. On January 4, 2022, while on the phone with Pizzello, Quattrocchi made his first 

purchase of Goodness Growth stock. During the approximately 21-minute telephone call with 

Pizzello, Quattrocchi entered two orders to purchase a total of 6,000 shares of Goodness Growth 

stock in one of his brokerage accounts.  

71. After his call with Pizzello, Quattrocchi entered additional orders and bought an 

additional 9,000 shares of Goodness Growth stock on January 4, 2022.  

72. Quattrocchi had never bought Goodness Growth stock before Pizzello tipped him. 

73. After Quattrocchi’s initial purchase of Goodness Growth stock on January 4, 

2022, he bought an additional 49,107 shares between January 5, 2022 and January 28, 2022, for 

a total of 64,107 shares. 

74. On January 14, 18, 20, and 26, Quattrocchi sold 13,678 shares of his Goodness 

Growth stock position.  

75. On February 1, 2022, Verano announced that it was acquiring Goodness Growth.  

76. Within the next 48 hours, Quattrocchi sold all 50,429 shares of his remaining 

Goodness Growth position. Quattrocchi sold 31,485 of his Goodness Growth shares on February 

1, 2022 and the remaining 18,944 shares of Goodness Growth on February 2, 2022.  

77. Quattrocchi realized gains of $15,270 from the sale of his 31,485 shares of his 

Goodness Growth stock on February 1, 2022, calculated on a first in first out basis. 

78. Based on the price of Goodness Growth’s stock at the close of the market on 

February 1, 2022, Quattrocchi’s unrealized gains from his purchase of the 18,944 shares of 

Goodness Growth totaled $12,865. Quattrocchi realized gains of $11,622 from the sale of his 

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18,944 shares of his Goodness Growth stock on February 2, 2022, calculated on a first in first out 

basis. 

Pizzello Tipped Carey, Who Traded Based on Material Nonpublic Information About the 
Planned Acquisition 

 
79. Pizzello also relayed Marsico’s tip to his close friend Carey.  

80. While Carey and his wife were visiting Pizzello’s home in Florida over the New 

Year’s holiday in early January 2022, Pizzello told them that Goodness Growth would be 

acquired by Verano and that Goodness Growth’s stock price could double as a result.  

81. Carey understood that Marsico was the original source of the material nonpublic 

information about the planned acquisition.  

82. Carey knew that Marsico worked at Verano and had access to material nonpublic 

information about Verano. 

83. On January 4, 2022, Carey made his first purchase of 12,195 shares of Goodness 

Growth in his wife’s brokerage account.  

84. Carey had never bought Goodness Growth stock before Pizzello tipped him. 

85. On January 14, 2022, after the stock market closed, Pizzello texted Carey and 

Quattrocchi a screenshot of Goodness Growth’s stock chart for that day which reflected a 5.42% 

gain followed by a “Let’s go” text.  

86. On January 31, 2022, Carey bought 875 additional shares of Goodness Growth in 

a brokerage account jointly held by him and his wife. 

87. Between January 4, 2022 and January 31, 2022, Carey bought a total of 13,070 

shares of Goodness Growth. 

88. On February 1, 2022, Verano announced that it was acquiring Goodness Growth, 

but Carey did not sell his Goodness Growth stock after the Announcement.  

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89. Based on the price of Goodness Growth’s stock at the close of the market on 

February 1, 2022, Carey’s unrealized gains from his purchase of the 13,070 shares of Goodness 

Growth totaled $9,260. As of the filing of this Complaint, he had not sold any of his shares of 

Goodness Growth stock.  

CLAIM FOR RELIEF  
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder  

 
90. The Commission realleges and incorporates by reference each and every 

allegation contained in the paragraphs above.  

91. Marsico, Pizzello, Quattrocchi, and Carey each knowingly or recklessly bought 

Goodness Growth stock while in possession of material nonpublic information about the planned 

acquisition.  

92. Marsico learned material nonpublic information about the planned acquisition 

through his employment as a Verano executive. Marsico knew or was reckless in not knowing, 

that the information he possessed concerning the planned acquisition was material nonpublic 

information.  

93. At all relevant times, Marsico had a relationship of trust and confidence with 

Verano that required him to keep nonpublic information regarding the planned acquisition 

confidential and to refrain from trading on it. Marsico knew, consciously avoided knowing, or 

was reckless in not knowing, that he owed a duty of trust and confidence to keep the material 

nonpublic information he possessed concerning the planned acquisition confidential and to 

refrain from trading on it. Marsico breached this duty by buying Goodness Growth stock on the 

basis of material nonpublic information about the planned acquisition. Marsico also breached 

this duty by tipping Pizzello material nonpublic information about the planned acquisition with 

the expectation that Pizzello would use the material nonpublic information to purchase Goodness 

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Growth stock. Marsico tipped Pizzello material nonpublic information about the planned 

acquisition in exchange for a personal benefit by making a gift of the information to his close 

friend. 

94. Pizzello, Quattrocchi, and Carey each knew, consciously avoided knowing, or 

were reckless in not knowing, or should have known, that the information about the planned 

acquisition had been disclosed by Marsico in breach of a duty of trust and confidence for a 

personal benefit. They each traded on the basis of the information despite knowing, consciously 

avoiding knowing, or being reckless in not knowing, that it was material and nonpublic. Pizzello 

tipped Quattrocchi and Carey material nonpublic information about the planned acquisition in 

exchange for a personal benefit by making a gift of the information to his close friends. 

95. By engaging in the acts and conduct alleged herein, Marsico, Pizzello, 

Quattrocchi, and Carey each, directly or indirectly, in connection with the purchase or sale of a 

security, by the use of any means or instrumentality of interstate commerce, or of the mails or of 

any facility of any national securities exchange: 

a. employed a device, scheme, or artifice to defraud; and/or 

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

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

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

c. engaged in an act, practice, or course of business which operated or would operate 

as a fraud or deceit upon any person. 

96. By reason of the foregoing, Marsico, Pizzello, Quattrocchi, and Carey each 

violated, and unless enjoined will continue to violate, Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

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PRAYER FOR RELIEF  
 

 THEREFORE, the Commission respectfully requests that this Court: 

A. Permanently restrain and enjoin Marsico, Pizzello, Quattrocchi, and Carey from 

violating, directly or indirectly, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 

10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5] by (i) buying or selling a security of any 

issuer, on the basis of material nonpublic information, in breach of a fiduciary duty or other duty 

of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that 

security or the shareholders of that issuer, or to any other person who is the source of the 

information; or (ii) by communicating material nonpublic information about a security or issuer, 

in breach of a fiduciary duty or other duty of trust or confidence, to another person or persons for 

purposes of buying or selling any security. 

B. Prohibit Marsico, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 

78u(d)(2)], from acting as an officer or director of any issuer that has a class of securities 

registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file 

reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]; 

C. Order Marsico, Pizzello, Quattrocchi, and Carey each to pay disgorgement of ill-

gotten gains and prejudgment interest thereon pursuant to Sections 21(d)(5) and 21(d)(7) of the 

Exchange Act [15 U.S.C. § 78u(d)(5) and (d)(7)];  

D. Order Marsico, Pizzello, Quattrocchi, and Carey each to pay a civil penalty 

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

E. Retain jurisdiction over this action in order to implement and carry out the terms 

of all orders and decrees that it may enter, or to entertain any suitable application or motion by 

the Commission for additional relief within the jurisdiction of this Court; and 

Case: 1:25-cv-00553 Document #: 2 Filed: 01/16/25 Page 18 of 19 PageID #:20



19 
 

F. Grant such further relief as the Court deems just and proper. 

 

 

Dated: January 16, 2025 Respectfully submitted,  
 
By: /s/ Ashley E. Dalmau Holmes 
UNITED STATES SECURITIES 
AND EXCHANGE COMMISSION 
Ashley E. Dalmau Holmes ([email protected])  
Timothy Leiman ([email protected]) 
Richard G. Stoltz ([email protected])  
175 W. Jackson Blvd., Suite 1450 
Chicago, Illinois 60604 
Phone:  (312) 353-3790 
Facsimile:  (312) 353-7398 

 
 

Case: 1:25-cv-00553 Document #: 2 Filed: 01/16/25 Page 19 of 19 PageID #:21

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