Major Neuronetics (STIM) holder presses Board to review TMS business

Rhea-AI Filing Summary

Neuronetics, Inc. shareholder Jorey Chernett, who beneficially owns 9,778,718 shares of common stock, representing 14.12% of the class, has amended his Schedule 13D filing.

On April 6, 2026, Chernett sent a letter to Neuronetics’ Board of Directors calling for an immediate, comprehensive review of strategic alternatives, including a potential sale or separation of the company’s transcranial magnetic stimulation (TMS) business. He argued the current structure and strategy are not maximizing shareholder value and suggested that divesting or separating the TMS business could improve financial flexibility and allow a more focused strategic direction. The letter urges the Board to hire qualified investment bankers and launch a formal strategic review process.

Insights

Activist & governance analyst

Large Neuronetics holder pushes Board to launch strategic review.

Jorey Chernett reports beneficial ownership of 9,778,718 Neuronetics shares, or 14.12% of the common stock, giving him meaningful influence as a single shareholder. He has sole voting and dispositive power over this stake.

The amendment discloses an April 6, 2026 letter to the Board urging an immediate, formal review of strategic alternatives, explicitly including a potential sale or separation of the TMS business. Chernett frames the current structure as not maximizing shareholder value and highlights possible benefits like greater financial flexibility and a more focused strategy.

Whether the Board engages investment bankers and initiates a process will determine how impactful this becomes for shareholders. Subsequent company communications or filings would clarify if the Board adopts any of the suggested actions or pursues a transaction involving the TMS business.

Key Figures

Beneficial ownership: 9,778,718 shares Ownership percentage: 14.12% Sole voting power: 9,778,718 shares +2 more

5 metrics

Beneficial ownership 9,778,718 shares Common stock beneficially owned by Jorey Chernett

Ownership percentage 14.12% Percent of Neuronetics common stock class represented

Sole voting power 9,778,718 shares Shares over which Chernett has sole voting power

Sole dispositive power 9,778,718 shares Shares over which Chernett has sole dispositive power

Date of event 04/06/2026 Date of letter triggering this amendment

Key Terms

beneficially owned, sole voting power, sole dispositive power, strategic alternatives, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 9,778,718.00"

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 financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 9,778,718.00"

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.

sole dispositive power financial

"9 | Sole Dispositive Power 9,778,718.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

strategic alternatives financial

"calling for the immediate initiation of a comprehensive review of strategic alternatives, including the potential sale"

Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

transcranial magnetic stimulation technical

"including the potential sale of the Issuer's transcranial magnetic stimulation ("TMS") business"

A noninvasive medical treatment that uses a changing magnetic field delivered through a coil placed near the head to stimulate specific areas of the brain, much like tapping a piano key to make a particular note play. Investors care because devices, clinical trial results, insurance coverage, and regulatory approvals determine commercial adoption and revenue potential for makers of the machines, clinics that offer the therapy, and related healthcare suppliers.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

04/06/2026

(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 9,778,718.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,778,718.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,778,718.00

12

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

13

Percent of class represented by amount in Row (11)

14.12 %

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. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D initially filed by the Reporting Person on March 31, 2026 (the "Original Schedule 13D") with respect to the Shares. Except as specifically amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On April 6, 2026, the Reporting Person delivered a letter (the "Letter") to the Board of Directors of the Issuer (the "Board") calling for the immediate initiation of a comprehensive review of strategic alternatives, including the potential sale of the Issuer's transcranial magnetic stimulation ("TMS") business. In the Letter, the Reporting Person expressed the view that the Issuer's current structure and strategy are not maximizing shareholder value and that separating or divesting the TMS business should be evaluated as part of a broader strategic review. The Reporting Person also noted that such a transaction could enhance the Issuer's financial flexibility and allow for a more focused strategic direction. The Reporting Person urged the Board to engage qualified investment bankers and immediately commence a formal process to evaluate strategic alternatives. A copy of the Letter is filed as Exhibit 1 to this Amendment No. 1 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following: Exhibit 1: Letter from Jorey Chernett to the Board of Directors of Neuronetics, Inc., dated April 6, 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:	04/08/2026

FAQ

What stake does Jorey Chernett report owning in Neuronetics (STIM)?

Jorey Chernett reports beneficial ownership of 9,778,718 Neuronetics common shares, representing 14.12% of the class. He has sole voting and sole dispositive power over this entire stake, giving him significant influence as an individual shareholder in the company.

Why did Jorey Chernett file Amendment No. 1 to his Neuronetics (STIM) Schedule 13D?

The amendment discloses that on April 6, 2026, Chernett sent a letter to Neuronetics’ Board. In that letter, he urged an immediate, comprehensive review of strategic alternatives, including a potential sale or separation of the company’s transcranial magnetic stimulation (TMS) business.

What strategic actions is the Neuronetics (STIM) shareholder asking the Board to consider?

Chernett is calling for a comprehensive review of strategic alternatives, specifically including a potential sale, separation, or divestiture of Neuronetics’ TMS business. He believes this should be part of a broader review of the company’s structure and strategy to better maximize shareholder value.

How does the Neuronetics (STIM) shareholder believe changes could benefit the company?

In his letter, Chernett states that separating or divesting the TMS business could enhance Neuronetics’ financial flexibility and enable a more focused strategic direction. He suggests the current structure and strategy are not fully maximizing shareholder value for investors.

What specific steps does the Neuronetics (STIM) shareholder want the Board to take now?

Chernett urges the Board to engage qualified investment bankers and immediately begin a formal process to evaluate strategic alternatives. This process would include assessing a possible sale or separation of the TMS business as part of a broader review of options.

Does this Neuronetics (STIM) filing include the shareholder’s detailed letter?

Yes. The amendment states that a copy of the April 6, 2026 letter from Chernett to Neuronetics’ Board is filed as Exhibit 1 and incorporated by reference. That exhibit contains the full text of his views and recommendations to the Board.