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Neuronetics Reports Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

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Neuronetics (NASDAQ: STIM) announced inducement awards under Nasdaq Listing Rule 5635(c)(4) granted to six new non-executive employees on April 29, 2026. The grants comprise a total of 122,400 RSUs across the recipients, with vesting in thirds over three or four years and subject to continued service and the 2020 Inducement Incentive Plan.

The Compensation Committee approved the awards as material inducements to employment; vesting schedules vary by grant and are tied to service anniversaries.

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AI-generated analysis. Not financial advice.

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News Market Reaction – STIM

+14.12%
25 alerts
+14.12% News Effect
+14.0% Peak in 24 hr 8 min
+$17M Valuation Impact
$135.66M Market Cap
0.9x Rel. Volume

On the day this news was published, STIM gained 14.12%, reflecting a significant positive market reaction. Argus tracked a peak move of +14.0% during that session. Our momentum scanner triggered 25 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $17M to the company's valuation, bringing the market cap to $135.66M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

RSU grant: 70,000 RSUs Additional RSU grant: 35,000 RSUs Registered shares: 20,737,061 shares +5 more
8 metrics
RSU grant 70,000 RSUs Inducement award to Jeffrey Miller under 2020 Inducement Incentive Plan
Additional RSU grant 35,000 RSUs Second inducement award to Jeffrey Miller with longer vesting
Registered shares 20,737,061 shares Common stock registered for resale under March 17, 2026 shelf prospectus
CEO 2025 compensation $4,365,064 Total compensation for CEO Keith J. Sullivan in 2025 per DEF 14A
Workforce reduction 5% of employees Workforce reduction outlined in April 6, 2026 Form 8-K
Restructuring charges $0.2 million Expected Q2 2026 restructuring charges from workforce reduction
Expected cost savings $2.5 million Lower end of anticipated annualized cost savings from restructuring
Shares outstanding 69,579,508 shares Common shares outstanding as of March 30, 2026 per DEF 14A

Market Reality Check

Price: $1.6550 Vol: Volume 1,865,594 is sligh...
normal vol
$1.6550 Last Close
Volume Volume 1,865,594 is slightly below the 20-day average of 2,019,657 (relative volume 0.92x). normal
Technical Shares at $1.70 are trading below the 200-day MA of $2.30 and about 64.94% under the 52-week high.

Peers on Argus

STIM was down 2.96% while peers were mixed: BSGM up 39.91%, CVRX down 7.79%, ELM...

STIM was down 2.96% while peers were mixed: BSGM up 39.91%, CVRX down 7.79%, ELMD down 2.03%, TLSI down 4.27%, BWAY down 0.78%. This points to stock-specific factors rather than a uniform sector move.

Historical Context

5 past events · Latest: Apr 21 (Neutral)
Pattern 5 events
Date Event Sentiment Move Catalyst
Apr 21 Earnings date notice Neutral -5.1% Set date and time to report Q1 2026 results and host call.
Apr 13 Coverage expansion Positive +3.0% Optum/UHC policy change expands NeuroStar TMS access to PMHNPs.
Apr 07 Activist response Positive -10.2% Company responds to major holder letter, stressing commitment to value.
Apr 06 CFO transition Negative -10.2% CFO resignation announcement alongside reaffirmed fiscal 2026 guidance.
Apr 06 Activist letter Neutral -10.2% Largest independent holder urges review of strategic alternatives.
Pattern Detected

Recent news has often involved governance, strategic reviews, and leadership changes, with several items followed by double‑digit negative price reactions, while operational positives like coverage expansion saw modest gains.

Recent Company History

Over the last month, Neuronetics announced an earnings date on April 21, 2026, expanded NeuroStar TMS coverage to more providers and 26 states, and addressed an activist shareholder letter citing a 14.12% stake and potential strategic alternatives. Leadership transitions, including a CFO resignation and broader cost‑reduction initiatives, coincided with negative price moves. Today’s inducement RSU grants fit into ongoing compensation and governance activity alongside an effective resale shelf for 20,737,061 shares.

Regulatory & Risk Context

Active S-3 Shelf
Shelf Active
Active S-3 Shelf Registration 2026-03-17

An effective S-3 resale shelf dated March 17, 2026 registers up to 20,737,061 common shares for selling stockholders, with the company receiving no proceeds. The filing notes these shares represent a significant portion of outstanding stock and that concurrent sales could affect the market price.

Market Pulse Summary

The stock surged +14.1% in the session following this news. A strong positive reaction aligns with a...
Analysis

The stock surged +14.1% in the session following this news. A strong positive reaction aligns with a backdrop of recent activist interest and insider share purchases, while the news itself focuses on inducement RSU awards for new employees under the 2020 Inducement Incentive Plan. With shares trading well below the $2.30 200-day MA and roughly 64.94% under the 52-week high, prior governance and restructuring headlines, plus an effective resale shelf for 20,737,061 shares, would remain important risk factors to monitor.

Key Terms

nasdaq listing rule 5635(c)(4), restricted stock units, inducement incentive plan
3 terms
nasdaq listing rule 5635(c)(4) regulatory
"In accordance with NASDAQ Listing Rule 5635(c)(4), these awards were approved..."
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
restricted stock units financial
"the awards are subject to the terms of the Company’s 2020 Inducement Incentive Plan. Restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
inducement incentive plan financial
"subject to the terms of the Company’s 2020 Inducement Incentive Plan."
An inducement incentive plan is a program that gives stock, options, or other pay tied to company shares to new hires as a lure to join the business. Think of it like a signing bonus paid in future ownership instead of cash. Investors watch these plans because they dilute existing shareholders, change management incentives, and signal how aggressively a company must recruit talent to grow, which can affect future value.

AI-generated analysis. Not financial advice.

MALVERN, Pa., April 29, 2026 (GLOBE NEWSWIRE) -- Neuronetics, Inc. (NASDAQ: STIM), a commercial stage medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from neurohealth disorders, today announced the granting of inducement awards to six new non-executive employees as described below. In accordance with NASDAQ Listing Rule 5635(c)(4), these awards were approved by Neuronetics’ Compensation Committee and made as a material inducement to their respective employment with the Company. In all cases, vesting is subject to the recipient’s continued service with the Company through the applicable vesting date, and the awards are subject to the terms of the Company’s 2020 Inducement Incentive Plan.

Restricted stock units (“RSUs”) 

NameNumber of Inducement
Plan RSUs
Vesting Schedule
Jeffrey Miller70,0001/3 on first anniversary of grant date; 1/3 on second anniversary of grant date; 1/3 on third anniversary of grant date, subject in each case to the recipient’s continued employment by the Company through the applicable vesting date.
Jeffrey Miller35,0001/3 on second anniversary of grant date; 1/3 on third anniversary of grant date; 1/3 on fourth anniversary of grant date, subject in each case to the recipient’s continued employment by the Company through the applicable vesting date.
Michael Walsh6001/3 on first anniversary of grant date; 1/3 on second anniversary of grant date; 1/3 on third anniversary of grant date, subject in each case to the recipient’s continued employment by the Company through the applicable vesting date.
Christina Piacentino3,0001/3 on first anniversary of grant date; 1/3 on second anniversary of grant date; 1/3 on third anniversary of grant date, subject in each case to the recipient’s continued employment by the Company through the applicable vesting date.
Angelo Gonzalez2,4001/3 on first anniversary of grant date; 1/3 on second anniversary of grant date; 1/3 on third anniversary of grant date, subject in each case to the recipient’s continued employment by the Company through the applicable vesting date.
Lori Flint2,4001/3 on first anniversary of grant date; 1/3 on second anniversary of grant date; 1/3 on third anniversary of grant date, subject in each case to the recipient’s continued employment by the Company through the applicable vesting date.
Carole Corcoran9,0001/3 on first anniversary of grant date; 1/3 on second anniversary of grant date; 1/3 on third anniversary of grant date, subject in each case to the recipient’s continued employment by the Company through the applicable vesting date.
   

About Neuronetics

Neuronetics, Inc. believes that mental health is as important as physical health. As a global leader in neuroscience, Neuronetics is delivering more treatment options to patients and physicians by offering exceptional in-office treatments that produce extraordinary results. NeuroStar Advanced Therapy is a non-drug, noninvasive treatment that can improve the quality of life for people suffering from neurohealth conditions when traditional medication has not helped. In addition to selling the NeuroStar Advanced Therapy System and associated treatment sessions to customers, Neuronetics operates Greenbrook TMS Inc. (“Greenbrook”) treatment centers across the United States, offering NeuroStar Advanced Therapy for the treatment of major depressive disorder (“MDD”) and other mental health disorders. NeuroStar Advanced Therapy is the leading transcranial magnetic stimulation (“TMS”) treatment for MDD in adults, with more than 7.4 million treatments delivered, and is backed by the largest clinical data set of any TMS treatment system for depression, including the world’s largest depression outcomes registry. Greenbrook treatment centers also offer SPRAVATO® (esketamine) Nasal Spray, a prescription medicine indicated for the treatment of treatment-resistant depression (“TRD”) in adults as monotherapy or in conjunction with an oral antidepressant. It is also indicated for depressive symptoms in adults with major depressive disorder (“MDD”) with acute suicidal ideation or behavior in conjunction with an oral antidepressant.1 

The NeuroStar Advanced Therapy System is cleared by the U.S. Food and Drug Administration for adults with MDD, as an adjunct for adults with obsessive-compulsive disorder, to decrease anxiety symptoms in adult patients with MDD that may exhibit comorbid anxiety symptoms (anxious depression), and as a first line adjunct for the treatment of MDD in adolescent patients aged 15-21. For safety information and indications for use, visit NeuroStar.com.

Neuronetics Contact:
Investors:
Mike Vallie or Mark Klausner
ICR Healthcare
443-213-0499
ir@neuronetics.com
Media:
EvolveMKD
646.517.4220
NeuroStar@evolvemkd.com

References

1 The effectiveness of SPRAVATO® in preventing suicide or in reducing suicidal ideation or behavior has not been demonstrated. Use of SPRAVATO® does not preclude the need for hospitalization if clinically warranted, even if patients experience improvement after an initial dose of SPRAVATO®. For more important safety information about SPRAVATO®, please visit spravatohcp.com.


FAQ

How many RSUs did Neuronetics (STIM) grant as inducement awards on April 29, 2026?

The company granted a total of 122,400 RSUs as inducement awards. According to the company, the amount is the sum of individual grants listed, allocated across six new non-executive employees with varying vesting schedules.

Who received inducement RSU awards from Neuronetics (STIM) and how many did each receive?

Six distinct employees received grants: Jeffrey Miller (two grants totaling 105,000 RSUs), Michael Walsh (600), Christina Piacentino (3,000), Angelo Gonzalez (2,400), Lori Flint (2,400), Carole Corcoran (9,000). According to the company, these are inducement grants under the 2020 plan.

What vesting schedules apply to the Neuronetics (STIM) inducement RSUs?

Vesting generally occurs in thirds over three years, though one Jeffrey Miller grant vests over four years starting on the second anniversary. According to the company, all awards vest only upon continued employment through each applicable vesting date.

Why did Neuronetics (STIM) grant inducement awards under Nasdaq Rule 5635(c)(4)?

The awards were approved as material inducements to employment under Nasdaq rules. According to the company, the Compensation Committee authorized the RSUs to recruit and retain the named non-executive employees consistent with the 2020 Inducement Incentive Plan.

Are the Neuronetics (STIM) inducement awards subject to any plan terms or conditions?

Yes. The inducement RSUs are subject to the terms of the company's 2020 Inducement Incentive Plan and continued service requirements. According to the company, vesting is contingent on the recipient remaining employed through each vesting date.