Neuronetics holder reports 15.22% stake, board pact

Neuronetics, Inc. shareholder Jorey Chernett filed Amendment No. 3 to his Schedule 13D, reporting beneficial ownership of 10,588,988 common shares, or 15.22% of the class, based on 69,587,840 shares outstanding as of May 1, 2026.

Rhea-AI Filing Summary

Neuronetics, Inc. shareholder Jorey Chernett filed Amendment No. 3 to his Schedule 13D, reporting beneficial ownership of 10,588,988 common shares, or 15.22% of the class, based on 69,587,840 shares outstanding as of May 1, 2026. These shares were acquired with personal funds for an aggregate purchase price of approximately $20,682,236, and he holds sole voting and dispositive power over them.

On August 3, 2026, Chernett and Neuronetics reached a “constructive framework for alignment” under which he will have an opportunity to recommend a newly appointed member of the board, subject to customary board approvals and governance processes. Related share transactions and a press release describing the understanding are included as exhibits.

Key Figures

Beneficial ownership: 10,588,988 Shares Ownership percentage: 15.22 % Shares outstanding: 69,587,840 Shares +2 more

5 metrics

Beneficial ownership 10,588,988 Shares Shares beneficially owned by Jorey Chernett as of the date of the amendment

Ownership percentage 15.22 % Percent of Neuronetics common stock class represented by Chernett’s holdings

Shares outstanding 69,587,840 Shares Neuronetics shares outstanding as of May 1, 2026, per Form 10-Q

Aggregate purchase price $20,682,236 Approximate personal funds used by Chernett to purchase 10,588,988 shares

Sole voting power 10,588,988 Shares Shares over which Chernett has sole power to vote or direct the vote

Key Terms

beneficially owned, Sole Voting Power, dispositive power, Schedule 13D, +1 more

5 terms

beneficially owned regulatory

"the Reporting Person beneficially owned 10,588,988 Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power regulatory

"Number of Shares Beneficially Owned... Sole Voting Power 10,588,988.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power regulatory

"Sole power to dispose or direct the disposition: 10,588,988"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D regulatory

"This Amendment No. 3 to Schedule 13D amends and supplements"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

constructive framework for alignment regulatory

"they had reached a constructive framework for alignment between the Reporting Person and the Board"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Neuronetics (STIM) does Jorey Chernett currently own?

Jorey Chernett beneficially owns 15.22% of Neuronetics’ common stock, representing 10,588,988 shares. This percentage is based on 69,587,840 shares outstanding as of May 1, 2026, as disclosed in Neuronetics’ Form 10-Q.

How many Neuronetics (STIM) shares did Jorey Chernett purchase and at what total cost?

Jorey Chernett acquired 10,588,988 Neuronetics shares using personal funds for an aggregate purchase price of approximately $20,682,236. These holdings give him significant influence as a large shareholder in the company.

What new understanding did Neuronetics (STIM) reach with Jorey Chernett on August 3, 2026?

On August 3, 2026, Neuronetics and Jorey Chernett agreed to a “constructive framework for alignment.” Under this understanding, Chernett may recommend a newly appointed board member, subject to customary board approvals and governance processes.

Does Jorey Chernett share voting or dispositive power over his Neuronetics (STIM) shares?

No. Jorey Chernett reports sole voting power and sole dispositive power over all 10,588,988 Neuronetics shares he beneficially owns, with zero shared voting or shared dispositive power reported.

On what outstanding share count is Jorey Chernett’s 15.22% Neuronetics (STIM) ownership based?

The 15.22% ownership figure is calculated using 69,587,840 Neuronetics common shares outstanding as of May 1, 2026, as disclosed in the company’s Quarterly Report on Form 10-Q filed May 5, 2026.

What exhibits are attached to this Schedule 13D amendment for Neuronetics (STIM)?

The amendment includes Exhibit 1, detailing Chernett’s transactions in Neuronetics securities since Amendment No. 2, and Exhibit 99.1, a press release dated August 3, 2026 describing the new understanding with the board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/04/2026 - 08:01 AM Accepted by SEC EDGAR 08/04/2026 - 08:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Neuronetics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

64131A105

(CUSIP Number)

Jorey Chernett
6222 Indianwood Tr.,
Bloomfield Hills, MI, 48301
(248) 469-8811

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 64131A105

1

Name of reporting person

Chernett Jorey

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,588,988.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,588,988.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,588,988.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.22 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: Neuronetics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3222 PHOENIXVILLE PIKE, MALVERN, PENNSYLVANIA , 19355.
Item 1 Comment: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D initially filed by the Reporting Person on March 31, 2026, as subsequently amended (the "Schedule 13D") with respect to the Shares. Except as specifically amended and supplemented hereby, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated as follows: The 10,588,988 Shares held by Mr. Chernett were purchased with personal funds for an aggregate purchase price of approximately $20,682,236.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The information set forth in Item 6 related to the Understanding (as defined and described below) is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares beneficially owned by the Reporting Person is based upon 69,587,840 Shares outstanding as of May 1, 2026, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 5, 2026. As of the close of business on the date hereof, the Reporting Person beneficially owned 10,588,988 Shares. Percentage: Approximately 15.22%
(b)	Item 5(b) is hereby amended and restated as follows: 1. Sole power to vote or direct vote: 10,588,988 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 10,588,988 4. Shared power to dispose or direct the disposition: 0
(c)	Item 5(c) is hereby amended and restated as follows: The transactions in the Shares by the Reporting Person since the filing of Amendment No. 2 to the Schedule 13D are set forth in more detail in Exhibit 1 attached hereto.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On August 3, 2026, the Reporting Person and the Issuer announced that they had reached a constructive framework for alignment between the Reporting Person and the Board (the "Understanding"). Pursuant to the Understanding, the Reporting Person will have an opportunity to recommend a newly appointed member of the Board, subject to customary Board approvals and governance processes. The foregoing description of the Understanding does not purport to be complete and is qualified in its entirety by reference to the full description of the Understanding contained in the press release published by the Issuer on August 3, 2026, a copy of which is attached as Exhibit 99.1 hereto and which is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: Exhibit 1 - Transactions in the Securities Exhibit 99.1 - Press Release dated August 3, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Chernett Jorey

Signature:	/s/ Jorey Chernett
Name/Title:	Jorey Chernett
Date:	08/04/2026