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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2026
NEURONETICS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-38546 |
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33-1051425 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 3222 Phoenixville Pike, Malvern, PA |
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19355 |
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(Zip Code) |
Registrant’s telephone number, including area code: (877) 600-7555
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
| Common Stock, $0.01 par value |
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STIM |
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The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On February 23, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Neuronetics, Inc. (the “Company”) approved annual cash incentive compensation awards for Steven E. Pfanstiel, the Company’s Executive Vice President, Chief Financial Officer, and Treasurer, and W. Andrew Macan, the Company’s Executive Vice President, Chief Legal Officer, and Corporate Secretary, in the amounts of $73,216.44 and $163,383.75, respectively. Also on February 23, 2026, at the recommendation of the Compensation Committee, the Board approved an annual cash incentive compensation award for Keith J. Sullivan, the Company’s President and Chief Executive Officer, in the amount of $412,775.95. The awards will be paid on or about March 13, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEURONETICS, INC. |
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| Date: February 25, 2026 |
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By: |
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/s/ W. Andrew Macan |
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Name: |
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W. Andrew Macan |
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Title: |
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EVP, Chief Legal Officer, and Corporate Secretary |
