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  4. [8-K] Neuronetics, Inc. Reports Material Event

CFO exit and cost cuts at Neuronetics (NASDAQ: STIM) 2026

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Neuronetics, Inc. announced several corporate updates, including leadership changes and a cost‑reduction initiative. Former President and CEO Keith J. Sullivan entered an Executive Consulting and Release Agreement and will provide consulting services through March 31, 2027 while continuing to vest in his existing equity awards.

The company initiated a workforce reduction affecting up to 5% of employees, expecting about $0.2 million in second‑quarter 2026 restructuring charges and annualized cost savings of roughly $2.5 million to $3.0 million, with most savings beginning in the third quarter of 2026. Executive Vice President, Chief Financial Officer, and Treasurer Steven E. Pfanstiel plans to resign effective May 1, 2026, and a search for his successor is underway.

Neuronetics also issued a press release reaffirming the financial guidance it provided during its fourth quarter 2025 earnings call, indicating that its revenue and expense expectations for fiscal 2026 remain unchanged despite these organizational changes.

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Insights

Neuronetics pairs leadership changes and layoffs with reaffirmed 2026 guidance.

Neuronetics is restructuring while maintaining its financial outlook. A workforce reduction affecting up to 5% of employees is expected to generate annualized savings of $2.5 million to $3.0 million, against modest restructuring charges of about $0.2 million in Q2 2026.

Leadership continuity is in transition: former CEO Keith J. Sullivan remains as a consultant through March 31, 2027, continuing to vest in equity awards, while CFO Steven E. Pfanstiel plans to resign on May 1, 2026. The company has started a search for his replacement.

Reaffirmed fiscal 2026 guidance, referenced from the March 17, 2026 earnings call, suggests management believes these changes will not derail its revenue and expense trajectory. Future company filings may elaborate on how quickly the cost savings flow through results.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.05 Costs Associated with Exit or Disposal Activities Financial
The company committed to an exit plan involving layoffs, facility closures, or restructuring charges.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Restructuring charges $0.2 million Expected in second quarter 2026 for severance and related costs
Annualized cost savings (low end) $2.5 million Expected annualized savings from workforce reduction
Annualized cost savings (high end) $3.0 million Expected annualized savings from workforce reduction
Workforce reduction size Up to 5% of employees Initiated April 2, 2026, to optimize cost structure
CFO resignation date May 1, 2026 Planned resignation of Executive VP, CFO, and Treasurer
Consulting term for former CEO Through March 31, 2027 Keith J. Sullivan consulting period under executive agreement
Executive Consulting and Release Agreement financial
"entered into an Executive Consulting and Release Agreement (the “Agreement”) with Keith J. Sullivan"
workforce reduction financial
"the Company initiated a workforce reduction, which it expects to be completed by mid-year 2026"
restructuring charges financial
"The Company expects to incur restructuring charges of approximately $0.2 million"
Restructuring charges are costs that a company pays when it changes how it operates, like closing factories or laying off employees. These expenses are often one-time and happen to help the company become more efficient in the long run. They matter because they can affect the company's profits and how investors see its future prospects.
financial guidance financial
"reaffirmed the financial guidance it provided during its fourth quarter 2025 earnings call"
Financial guidance is the information that a company provides about its expected future financial performance, such as sales, profits, or expenses. It helps investors understand what the company aims to achieve and plan their decisions accordingly, much like a forecast or a roadmap that indicates the company's future direction. This guidance influences investor confidence and decision-making, as it offers insight into the company's outlook and growth expectations.
forward-looking statements regulatory
"Certain statements in this report ... include “forward-looking statements” within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What executive agreement did Neuronetics (STIM) sign with former CEO Keith J. Sullivan?
Neuronetics entered an Executive Consulting and Release Agreement with former President and CEO Keith J. Sullivan. He will provide consulting services through March 31, 2027, is not paid extra for consulting, and will continue vesting in existing equity awards under their original terms.

How large is Neuronetics’ planned workforce reduction and what savings are expected?
Neuronetics initiated a workforce reduction affecting up to 5% of its employees. It expects about $0.2 million of restructuring charges in second quarter 2026 and annualized cost savings of approximately $2.5 million to $3.0 million, with net savings primarily beginning in third quarter 2026.

When is Neuronetics CFO Steven E. Pfanstiel resigning and why?
Executive Vice President, Chief Financial Officer, and Treasurer Steven E. Pfanstiel informed Neuronetics he intends to resign on May 1, 2026. The company states his decision is not due to any dispute or disagreement regarding operations, policies, or practices, and a search for his successor has begun.

Did Neuronetics change its fiscal year 2026 financial guidance in this update?
Neuronetics reaffirmed the financial guidance it previously provided for fiscal year 2026 during its fourth quarter 2025 earnings call on March 17, 2026. This means its expectations for revenue, expenses, and growth remain unchanged despite the announced workforce reduction and leadership transition.

What ongoing role will Keith J. Sullivan have at Neuronetics after retirement?
After retiring as President and CEO, Keith J. Sullivan will serve as a consultant to Neuronetics through March 31, 2027. He will not receive additional consulting compensation but will continue to vest in his outstanding equity awards in line with their original terms under the consulting agreement.

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Understanding 8-K Material Events →
false 0001227636 0001227636 2026-03-31 2026-03-31
 
 

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): March 31, 2026

 

 

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38546   33-1051425

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

3222 Phoenixville Pike, Malvern, PA   19355
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (877) 600-7555

(Former name or former address, if changed since last report)

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

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:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock ($0.01 par value)   STIM   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 1.01.

Entry into a Material Definitive Agreement.

On April 1, 2026, Neuronetics, Inc. (the “Company”) entered into an Executive Consulting and Release Agreement (the “Agreement”) with Keith J. Sullivan in connection with Mr. Sullivan’s retirement from the Company. Mr. Sullivan previously served as the Company’s President and Chief Executive Officer.

Pursuant to the Agreement, Mr. Sullivan will provide a release of legal claims relating to his employment with the Company as well as specified consulting services to the Company through March 31, 2027. Mr. Sullivan is not entitled to any additional compensation for his consulting services. However, during the term of his consultancy, Mr. Sullivan will continue to vest in his outstanding equity awards in accordance with the original terms thereof. The Agreement also contains customary restrictive covenants, including confidentiality, non-solicitation, and non-competition.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.05

Costs Associated With Exit or Disposal Activities.

On April 2, 2026, the Company initiated a workforce reduction, which it expects to be completed by mid-year 2026, that will impact up to 5% of its employees. The reduction is part of a broader effort to optimize the Company’s cost structure. The Company expects to incur restructuring charges of approximately $0.2 million, primarily for severance and related costs, in the second quarter of 2026. The Company anticipates annualized cost savings of approximately $2.5 million to $3.0 million, with net savings primarily beginning in the third quarter of 2026.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2026, Steven E. Pfanstiel, who has served as Executive Vice President, Chief Financial Officer, and Treasurer since July 15, 2025, informed the Company of his intention to resign on May 1, 2026. The Company has commenced a search for Mr. Pfanstiel’s successor. Mr. Pfanstiel’s decision to resign is not the result of any dispute or disagreement with the Company, the Company’s management, or the Company’s Board of Directors on any matter relating to the Company’s operations, policies, or practices.

 

Item 7.01

Regulation FD Disclosure.

On April 6, 2026, the Company released a press release announcing the transition of its Executive Vice President, Chief Financial Officer, and Treasurer and reaffirmed the financial guidance it provided during its fourth quarter 2025 earnings call on March 17, 2026. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is incorporated herein by reference.

The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the SEC under the Exchange Act or the Securities Act whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information so furnished.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995:

Certain statements in this report, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in this report that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” as well as the negative of these terms and similar expressions. These statements include those relating to the Company’s business outlook and current expectations for upcoming quarters and fiscal year 2026 including with respect to revenue, expenses, growth, and any statements of assumptions underlying any of the foregoing items. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this report. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook TMS Inc. on our business relationships; operating results and business generally; our ability to execute our business strategy; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; our

ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using our products; physician and patient demand for treatments using our products; developments in respect of competing technologies and therapies for the indications that our products treat; product defects; developments in clinical trials or regulatory review of the NeuroStar Advanced Therapy System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; potential effects of evolving and/or extensive government regulation; the terms of our credit facility; our ability to successfully roll-out our Better Me Provider Program on the planned timeline; our self-sustainability and existing cash balances; and our ability to maintain positive cash flow. For a discussion of these and other related risks, please refer to the Company’s recent filings with the SEC, which are available on the SEC’s website at www.sec.gov, including, without limitation, the factors described under the heading “Risk Factors” in Neuronetics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this report. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this report as a result of new information, future events, or changes in the Company’s expectations.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

    Description
10.1    Executive Consulting and Release Agreement by and between the Company and Keith J. Sullivan dated April 1, 2026
99.1    Neuronetics Announces Chief Financial Officer Transition
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

Date: April 6, 2026   NEURONETICS, INC.
    By:  

/s/ W. Andrew Macan

      W. Andrew Macan
      Executive Vice President, Chief Legal Officer, and Corporate Secretary

Exhibit 99.1

Neuronetics Announces Chief Financial Officer Transition

Reaffirms Fiscal Year 2026 Financial Guidance

MALVERN, Pa., April 6, 2026 (GLOBE NEWSWIRE) — Neuronetics, Inc. (NASDAQ: STIM) (the “Company”), a medical technology company focused on designing, developing, and marketing products that improve the quality of life for patients who suffer from neurohealth disorders and the maker of NeuroStar® Advanced Therapy, today announced that Steven E. Pfanstiel will depart his role as Executive Vice President, Chief Financial Officer, and Treasurer to pursue an opportunity outside the Company. He will remain with the Company through May 1, 2026 to support an orderly transition. Mr. Pfanstiel’s decision to resign is not the result of any dispute or disagreement with the Company or the Company’s management or Board on any matter relating to the Company’s operations, policies, or practices. The Company has launched a search to identify Mr. Pfanstiel’s replacement.

In conjunction with today’s announcement, Neuronetics reaffirmed the financial guidance it provided during its fourth quarter 2025 earnings call on March 17, 2026.

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, 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 in adults as monotherapy or in conjunction with an oral antidepressant. It is also indicated for depressive symptoms in adults with major depressive disorder 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.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995:

Certain statements in this press release, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws and other applicable laws and “forward-looking information” within the meaning of applicable Canadian securities laws. Statements in this press release that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as “may,” “will,” “would,” “should,” “expect,” “plan,” “design,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “outlook” or “continue” as well as the negative of these terms and similar expressions. These statements include those relating to the Company’s business outlook and current expectations for upcoming quarters and fiscal years, including with respect to revenue, expenses, growth, and any statements of assumptions underlying any of the foregoing items. These statements are subject to significant risks and uncertainties and actual results could differ materially from those projected. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. These risks and uncertainties include, without limitation, risks and uncertainties related to: the effect of the transaction with Greenbrook on our business relationships; operating results and business generally; our ability to execute our business strategy; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; our ability to retain talent; availability of coverage and reimbursement from third-party payors for treatments using our products; physician and patient demand for treatments using our products; developments in respect of competing technologies and therapies for the indications that our products treat; product defects; developments in clinical trials or regulatory review of the NeuroStar Advanced Therapy System for additional indications; developments in regulation in the U.S. and other applicable jurisdictions; potential effects of evolving and/or extensive government regulation; the terms of our credit facility; our ability to successfully roll-out our Better Me Provider Program on the planned timeline; our self-sustainability and existing cash balances; and our ability to maintain positive cash flow. For a discussion of these and other related risks, please refer to the Company’s recent filings with the SEC, which are available on the SEC’s website at www.sec.gov, including, without limitation, the factors described under the heading “Risk Factors” in Neuronetics’ Annual Report on Form 10-K for the fiscal year ended

December 31, 2025, as may be updated or supplemented by subsequent reports that Neuronetics has filed or files with the SEC. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this press release. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events, or changes in the Company’s expectations.

Investor Contact:

Mike Vallie or Mark Klausner

ICR Healthcare

443-213-0499

ir@neuronetics.com

Media Contact:

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.

Source: View Original Filing on SEC EDGAR

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