Tax-related stock sale by Neuronetics (STIM) CEO Keith J. Sullivan disclosed

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Neuronetics, Inc. director and CEO Keith J. Sullivan reported an open-market sale of 33,847 shares of common stock at a weighted average price of $1.65 per share. After this transaction, he directly holds 1,533,165 shares of Neuronetics common stock.

According to the footnotes, these were non-discretionary sales made solely to satisfy the reporting person's tax withholding obligation upon vesting of a restricted stock unit award. The shares were sold in multiple trades at prices ranging from $1.56 to $1.72 per share.

Insights

CEO’s reported stock sale is a routine, tax-related transaction with neutral impact.

The CEO of Neuronetics, Inc., Keith J. Sullivan, reported selling 33,847 shares of common stock at a weighted average price of $1.65 per share. The filing states these trades were open-market sales and leaves him with 1,533,165 shares held directly.

Critically, the footnotes explain the sales were non-discretionary and executed to cover tax withholding triggered by the vesting of a restricted stock unit award. Such tax-driven dispositions are common in equity compensation programs and differ from voluntary portfolio rebalancing or sentiment-driven selling.

The shares were sold across multiple transactions within a $1.56 to $1.72 price range. As this activity is tied to compensation-related tax obligations rather than a strategic change in holdings, it typically carries neutral informational value for investors assessing the company’s fundamentals.

Insider Trade Summary

Net Seller: 33,847 shares ($55,848)

Net Sell 1 txn

Insider Sullivan Keith J

Role President and CEO

Sold 33,847 shs ($56K)

Type	Security	Shares	Price	Value
Sale	Common Stock	33,847	$1.65	$56K

Holdings After Transaction: Common Stock — 1,533,165 shares (Direct)

Footnotes (1)

The sales reported in this Form 4 were non-discretionary sales to satisfy the Reporting Person's tax withholding obligation upon vesting of a portion of a restricted stock unit award. The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $1.56 to $1.72. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 05:44 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sullivan Keith J

(Last)

(First)

(Middle)

C/O NEURONETICS, INC.

3222 PHOENIXVILLE PIKE

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Neuronetics, Inc. [ STIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2026		S		33,847⁽¹⁾	D	$1.65⁽²⁾	1,533,165	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were non-discretionary sales to satisfy the Reporting Person's tax withholding obligation upon vesting of a portion of a restricted stock unit award.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $1.56 to $1.72. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Francis Brown, as Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Neuronetics (STIM) report for Keith J. Sullivan?

Neuronetics reported that CEO Keith J. Sullivan sold 33,847 shares of common stock at a weighted average price of $1.65 per share. After this transaction, he directly owns 1,533,165 Neuronetics shares, according to the Form 4 filing details.

Why did Neuronetics (STIM) CEO Keith J. Sullivan sell 33,847 shares?

The filing states the 33,847 shares sold by CEO Keith J. Sullivan were non-discretionary sales to satisfy his tax withholding obligation. This tax obligation arose upon vesting of a portion of a restricted stock unit award, making the sales compensation-related rather than discretionary.

At what prices were the Neuronetics (STIM) insider shares sold on this Form 4?

The Form 4 reports a weighted average sale price of $1.65 per share for the 33,847 shares. Footnotes add that trades occurred in multiple transactions, with individual per-share prices ranging from $1.56 to $1.72 during the sale.

How many Neuronetics (STIM) shares does CEO Keith J. Sullivan own after the reported sale?

After the reported transaction, CEO Keith J. Sullivan directly owns 1,533,165 shares of Neuronetics common stock. This figure reflects his holdings immediately following the 33,847-share sale disclosed in the Form 4 filing with the SEC.

Is the Neuronetics (STIM) CEO’s reported stock sale considered discretionary?

No. The Form 4 footnotes specify that Keith J. Sullivan’s stock sales were non-discretionary. They were executed solely to satisfy his tax withholding obligation associated with the vesting of a restricted stock unit award, rather than a voluntary open-market decision.

What does the weighted average price mean in the Neuronetics (STIM) Form 4 filing?

The weighted average price of $1.65 per share reflects the average across multiple sale transactions. The Form 4 notes that individual sales occurred at prices between $1.56 and $1.72, and the insider offers to provide detailed breakdowns upon request.