February 10, 2025/US SEC
On January 16, 2025, the Securities and Exchange Commission filed charges against Anthony Marsico, Arthur P. Pizzello. Jr., Robert Quattrocchi, and Timothy Carey for allegedly insider trading in the stock of Goodness Growth Holdings, Inc., a cannabis company now doing business as Vireo Growth, Inc., in advance of a February 1, 2022 public announcement that another cannabis company, Verano Holdings Corporation, was acquiring Goodness Growth in an all-stock transaction valued at approximately $413 million. On the day of the public announcement, Goodness Growth’s stock share price rose by nearly 42%.
The SEC’s complaint, filed in U.S. District Court for the Northern District of Illinois, alleges that Marsico, Pizzello, Quattrocchi, and Carey unlawfully bought Goodness Growth stock based on material nonpublic information about the planned acquisition. The SEC’s complaint alleges that Marsico learned, through his employment as an executive of Verano at the time of the conduct, that Verano was planning to acquire Goodness Growth, and that Marsico tipped this material nonpublic information to Pizzello, who then tipped Quattrocchi and Carey. Based on this material nonpublic information, Marsico, Pizzello, Quattrocchi, and Carey purchased shares of Goodness Growth stock in advance of the public announcement of the planned acquisition. The SEC’s complaint alleges that based on their illicit trading in Goodness Growth stock, Marsico had unrealized gains of $661,549, Pizzello had unrealized gains of $124,456, Quattrocchi had realized and unrealized gains of $28,136 and Carey had unrealized gains of $9,260 at the close of the market on the day of the public announcement.
The SEC’s complaint charges Marsico, Pizzello, Quattrocchi, and Carey with violating the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and seeks conduct based permanent injunctions, disgorgement, prejudgment interest, and civil penalties against them along with an order barring Marsico from serving as an officer or director of a public company. Pizzello and Quattrocchi have each consented to the entry of judgments imposing conduct-based injunctions permanently enjoining them from violating Exchange Act Section 10(b) and Rule 10b-5 thereunder, and ordering them to pay disgorgement, prejudgment interest, and a civil penalty in an amount to be determined by the court at a later date upon motion of the SEC.
The SEC’s investigation was conducted by Richard G. Stoltz and Rebecca Hollenbeck and supervised by Steven Klawans of the Chicago Regional Office. The SEC’s litigation will be led by Ashley Dalmau-Holmes and Timothy Leiman and supervised by Benjamin J. Hanauer and Eric M. Phillips of the Chicago Regional Office. The SEC appreciates the assistance of the U.S. Attorney’s Office for the Northern District of Illinois, the Federal Bureau of Investigation, the Financial Industry Regulatory Authority, and the British Columbia Securities Commission.
