Neuronetics (STIM) CEO sells 40,976 shares for tax withholding

Rhea-AI Filing Summary

Neuronetics, Inc. President and CEO Keith J. Sullivan reported an open-market sale of 40,976 shares of common stock on February 10, 2026 at a weighted average price of $1.55 per share. According to the disclosure, these were non-discretionary sales made solely to satisfy his tax withholding obligation upon the vesting of a portion of a restricted stock unit award.

After this transaction, Sullivan directly beneficially owned 1,567,012 shares of Neuronetics common stock.

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

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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 PA 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)
02/10/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		S		40,976(1)	D	$1.55(2)	1,567,012	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 $1.45 to $1.60. 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/ Patrick Devine, as Attorney-in-Fact	02/12/2026
	** 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.

FAQ

What insider transaction did Neuronetics (STIM) report for its CEO?

Neuronetics reported that President and CEO Keith J. Sullivan sold 40,976 shares of common stock on February 10, 2026. The sale was made at a weighted average price of $1.55 per share and was classified as an open-market transaction.

Why did the Neuronetics (STIM) CEO sell 40,976 shares of stock?

The CEO’s sale of 40,976 shares was described as non-discretionary and conducted to satisfy his tax withholding obligation. This obligation arose when a portion of a restricted stock unit award vested, triggering related tax liabilities that required share sales.

What price did the Neuronetics (STIM) CEO receive for the shares sold?

The filing reports a weighted average price of $1.55 per share for the 40,976 shares sold. Shares were executed in multiple trades at prices ranging between $1.45 and $1.60, with full trade details available upon request from the company or the SEC.

How many Neuronetics (STIM) shares does the CEO own after this transaction?

Following the reported sale, President and CEO Keith J. Sullivan directly beneficially owned 1,567,012 shares of Neuronetics common stock. This figure reflects his holdings after the 40,976-share sale completed to cover tax withholding obligations tied to vested restricted stock units.

What transaction code was used in the Neuronetics (STIM) Form 4 filing?

The transaction was reported with code “S”, indicating a sale in an open market or private transaction. The filing further clarifies that the sale was non-discretionary and executed specifically to meet tax withholding requirements on a restricted stock unit vesting event.

Was the Neuronetics (STIM) CEO’s stock sale discretionary or part of a tax event?

The CEO’s stock sale was described as non-discretionary, carried out to cover his tax withholding obligation. This obligation resulted from the vesting of a portion of a restricted stock unit award, rather than from a voluntary decision to reduce his overall investment.