Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.  )

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply)

NEURONETICS, INC.

3222 Phoenixville Pike, Malvern, Pennsylvania 19355

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 28, 2026

Dear Stockholder:

You are cordially invited to attend the virtual annual meeting of stockholders (the "Annual Meeting") of Neuronetics, Inc., a Delaware corporation (the "Company"). The Annual Meeting will be held solely via live webcast on May 28, 2026 at 8:00 a.m. Eastern Time to conduct the following business:

These items of business are more fully described in the proxy statement accompanying this notice. Only stockholders of record and beneficial owners of our common stock at 5:00 p.m. Eastern Time on March 30, 2026 are eligible to attend and vote at the Annual Meeting or any adjournment thereof. If you are a stockholder of record, you will need to visit virtualshareholdermeeting.com/STIM2026 and use the 16-digit control number received in your notice to log in to this website. Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank, or other nominee that holds their shares. We encourage stockholders to log in to this website and access the webcast before the start time of the Annual Meeting.

By Order of the Board of Directors

 

W. Andrew Macan

Executive Vice President, Chief Legal Officer, and Corporate Secretary

Malvern, Pennsylvania

April 9, 2026

If you are a stockholder of record or a beneficial owner of our common stock at 5:00 p.m. Eastern Time on March 30, 2026, you are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please complete, date, sign, and return the proxy card or voting instruction form mailed to you, or vote over the telephone or the internet as instructed in these materials or materials provided by your broker, bank, or other agent, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote directly if you attend the Annual Meeting.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

FOR THE VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 2026:

The notice of internet availability of proxy materials, notice of annual meeting of stockholders,

proxy statement, proxy card, and 2025 annual report are available at

virtualshareholdermeeting.com/STIM2026

TABLE OF CONTENTS

NEURONETICS, INC.

3222 Phoenixville Pike, Malvern, Pennsylvania 19355

 

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

MAY 28, 2026

 

INTRODUCTION

The 2026 annual meeting of stockholders (the "Annual Meeting") of Neuronetics, Inc. ("Neuronetics," "we," "us," "our," and the "Company") will be held virtually on May 28, 2026 at 8:00 a.m. Eastern Time. To attend and participate in the Annual Meeting, stockholders of record will need to visit virtualshareholdermeeting.com/STIM2026 and use their 16-digit control number received in their notice (their "Control Number") to log in to this website. Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank, or other nominee that holds their shares. We encourage stockholders to log in to this website and access the webcast before the start time of the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

What is the purpose of this proxy statement?

The Board of Directors of the Company (the "Board of Directors" or the "Board") is soliciting a proxy from each holder of our common stock to vote on the items to be considered at the Annual Meeting, scheduled to take place on May 28, 2026, or at any adjournment or postponement of the Annual Meeting.

We are first mailing or making available to stockholders this proxy statement and related materials on or about April 9, 2026.

Why did I receive a Notice of Internet Availability of Proxy Materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we will send you a notice of internet availability of proxy materials (the "Notice") because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournment or postponement of the Annual Meeting. All stockholders of record at 5:00 p.m. Eastern Time on March 30, 2026 (the "Record Date") will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. We will mail the Notice on or about April 9, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

Why did members of my household only receive one copy of the Notice even though multiple stockholders live here?

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for the Notice or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering one copy of the Notice or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies.

Many brokers with account holders who are Neuronetics stockholders will be householding the Company's proxy materials. One copy of the Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that your broker will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the Notice, please notify your broker or Broadridge Financial Solutions, Inc. Stockholders who currently receive multiple copies of the Notice at their addresses and would like to request householding of their communications should contact their brokers or Broadridge Financial Solutions, Inc. Any householded stockholder may request prompt delivery of a copy of the annual report or proxy statement by contacting Broadridge Financial Solutions, Inc. at 1-866-540-7095 or by writing to it at Broadridge Financial Solutions, Inc., Attention: Householding Department, 51 Mercedes Way, Edgewood, NY 11717.

How do I attend the Annual Meeting?

The Annual Meeting will be held virtually on May 28, 2026 at 8:00 a.m. Eastern Time. To attend and participate in the Annual Meeting, stockholders of record at 5:00 p.m. Eastern Time on the Record Date will need to visit virtualshareholdermeeting.com/STIM2026 and use their Control Number to log in to this website. Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank, or other nominee that holds their shares. We encourage stockholders to log in to this website and access the webcast before the start time of the Annual Meeting. Information on how to vote directly at the Annual Meeting is discussed below.

Who can vote at the Annual Meeting?

Only stockholders of record at 5:00 p.m. Eastern Time on the Record Date will be entitled to vote at the Annual Meeting. At 5:00 p.m. Eastern Time on the Record Date, there were 69,579,508 shares of common stock outstanding and entitled to vote. A list of registered stockholders entitled to vote at the Annual Meeting will be available at Neuronetics' principal place of business, 3222 Phoenixville Pike, Malvern, PA 19355 during the ten days prior to the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with Neuronetics' transfer agent, Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting, or you may vote by proxy. Regardless of whether you plan to attend the Annual Meeting, we urge you to fill out and return the proxy card mailed to you or vote by proxy over the telephone or on the internet as instructed in this proxy statement to ensure that your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank, or Other Agent

If, on the Record Date, your shares were held not in your name, but rather, in an account at a broker, bank, or other agent, then you are the beneficial owner of shares held in street name and the Notice is being forwarded to you by that broker, bank, or other agent. The broker, bank, or other agent holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. If you would like the ability to vote during the Annual Meeting, please follow the instructions from your broker, bank, or other agent.

What am I voting on?

There are four matters scheduled for a vote:

What if another matter is properly brought before the Annual Meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy card to vote on those matters in accordance with their best judgment.

How do I vote?

For Proposal 1, you may either vote "For" all of the nominees to the Board of Directors or you may "Withhold" your vote for any nominee that you specify. For Proposal 2, Proposal 3, and Proposal 4, you may vote "For" or "Against," or you may abstain from voting.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote during the Annual Meeting, by proxy over the telephone, by proxy through the internet, or by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend and vote during the Annual Meeting even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker, Bank, or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice containing voting instructions from that organization rather than from Neuronetics. Simply follow the voting instructions in that notice to ensure that your vote is counted. To vote during the Annual Meeting, you must follow the instructions from your broker, bank, or other agent.

Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your computing device and internet access, such as the cost of such device and the software thereon and usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned as of 5:00 p.m. Eastern Time on the Record Date.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet by the relevant deadline, or during the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, "For" Proposal 1, Proposal 2, Proposal 3, and Proposal 4. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker, bank, or other agent with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank, or other agent how to vote your shares, your broker, bank, or other agent may still be able to vote your shares in its discretion with respect to Proposal 2. Your broker, bank, or other agent cannot vote on Proposal 1, Proposal 3, or Proposal 4 without your instruction. To ensure that your shares are voted in the way that you would prefer, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials that you receive from your broker, bank, or other agent.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one copy of the Notice?

If you receive more than one copy of the Notice, then your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on all of the Notices to ensure that all of your shares are voted.

Can I change my vote or revoke my proxy after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or internet proxy received by the Company prior to the applicable deadline is the one that is counted. Voting at the Annual Meeting will supersede any prior votes that you cast.

Beneficial Owner: Shares Registered in the Name of Broker, Bank, or Other Agent

If your shares are held by your broker, bank, or other agent, you should follow the instructions provided by your broker, bank, or other agent.

When are stockholder proposals and director nominations due for next year's annual meeting?

To be considered for inclusion in next year's proxy materials, your proposal must be in proper form pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and received in writing by December 16, 2026 (assuming an April 9, 2026 mailing date of these proxy materials) at Neuronetics, Inc., 3222 Phoenixville Pike, Malvern, Pennsylvania 19355, Attention: Corporate Secretary. If you wish to submit a proposal (including a director nomination) at our 2027 annual meeting of stockholders that is not to be included in next year's proxy materials, you must provide the information specified in our bylaws in writing to the address above no earlier than the close of business on January 28, 2027, nor later than the close of business on February 27, 2027; provided, however, that if our 2027 annual meeting of stockholders is held before April 28, 2027 or after June 27, 2027, then, in order for such information to be timely, such information must be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count: for Proposal 1, votes "For" and "Withhold" and broker non-votes; for Proposal 2, votes "For" and "Against," abstentions, and, if applicable, broker non-votes; for Proposal 3, votes "For" and "Against," abstentions, and broker non-votes; and for Proposal 4, votes "For" and "Against," abstentions, and broker non-votes.

What are broker non-votes?

When a beneficial owner of shares held in street name does not give instructions to his or her broker, bank, or other agent holding the shares as to how to vote on a non-routine matter, the broker, bank, or other agent cannot vote the shares. These unvoted shares are counted as broker non-votes. Proposal 2 is considered routine and, therefore, we do not expect broker non-votes in connection with that proposal.

As a reminder, if you are a beneficial owner of shares held in street name, to ensure that your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank, or other agent holding the shares by the deadline provided in the materials that you receive from your broker, bank, or other agent.

How many votes are needed to approve each proposal?

On each proposal and director to be voted upon, stockholders have one vote for each share of our common stock owned as of the Record Date. Votes will be counted by the inspector of election. The following table summarizes vote requirements and the effect of abstentions and broker non-votes:

How does the Board recommend that I vote?

The Board recommends that you vote:

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of our then-outstanding shares of common stock entitled to vote are present at the Annual Meeting or represented by proxy. At 5:00 p.m. Eastern Time on the Record Date, there were 69,579,508 shares issued and outstanding and entitled to vote.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other agent) or if you vote at the Annual Meeting. If there is no quorum, the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, then we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

PROPOSAL 1 -

ELECTION OF DIRECTORS

The Board currently consists of seven directors: Avinash N. Amin, M.D., Robert A. Cascella, Sheryl L. Conley, Sasha S. Cucuz, Glenn P. Muir, Daniel L. Reuvers, and Megan R. Rosengarten. Each of our current directors has been nominated to serve as a director this year. Each director to be elected and qualified will hold office until our next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director's death, resignation, or removal.

Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the seven nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Neuronetics. Each person nominated for election has agreed to serve if elected. The Company's management has no reason to believe that any nominee will be unable to serve.

NOMINEES

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills of each nominee that led the Company's Nominating and Corporate Governance Committee to recommend that person as a nominee for director.

Avinash N. Amin, M.D.,age 56, has served as the Managing Partner of Madryn Asset Management, LP, a leading alternative asset management firm that invests in innovative healthcare companies, since 2017. Dr. Amin currently serves as a director of Calibrate Health, a telemedicine company specializing in sustainable weight loss through metabolic health improvement; Willow Innovations, a company dedicated to empowering mothers with innovative solutions that provide freedom and flexibility during their breastfeeding journey; and BioQ Pharma, a specialty pharmaceutical company focused on developing and commercializing ready-to-use infusible pharmaceuticals. Prior to forming Madryn Asset Management, LP, Dr. Amin was a Partner at Visium Fund Management, LP, an investment management firm, where he was the head of the fund's New York office and was responsible for structured debt, growth equity, and royalty investments in the healthcare industry, from 2014 through 2017. From 2009 through 2014, Dr. Amin was a Managing Director at Siguler Guff & Company, LP, a multi-strategy private equity firm. At Siguler Guff & Company, LP, Dr. Amin headed the firm's healthcare investment strategy and was responsible for sourcing and leading healthcare investments including royalty monetizations, specialty financings, and buyout/growth equity transactions in both developed and emerging economies. Prior to Siguler Guff & Company, LP, Dr. Amin headed the private equity advisory business of Summit Strategies Group. Prior to joining the financial services industry, Dr. Amin served as the Vice President, Chief Clinical Officer at Novactyl, Inc., from 2000 to 2005. Dr. Amin earned an M.D. from Washington University in St. Louis, Missouri, where he completed his residency and practiced as a physician, and an M.H.A. and a B.A. in classics from Washington University in St. Louis. Dr. Amin is board certified in Internal Medicine. The Company believes that Dr. Amin's medical background and extensive experience in the financial services industry qualify him to serve as a director on the Board.

Robert A. Cascella,age 71, has served as a member of the Board since April 2021. Over more than 30 years, Mr. Cascella has supported value creation in the healthcare industry, with a strong focus on innovation and integrated solutions. Mr. Cascella retired from Philips on December 31, 2021, after working for the company since 2015. The last position he held before retiring was Executive Vice President and Strategic Business Development Leader, and he was also a member of the company's Executive Committee. Prior to that role, Mr. Cascella was the CEO for the Precision Diagnosis Segment, responsible for the integration of smart systems, software, informatics and services dedicated to delivering on the promise of precision medicine. Prior to that role, Mr. Cascella was the CEO of the Diagnosis and Treatment Segment, where he was responsible for the development and growth of modality-based diagnostics and interventional treatment and therapy. Before joining Philips, Mr. Cascella spent 11 years at Hologic, a global leader in women's health, as its president, and later, its CEO. Under his leadership, Hologic broadly diversified its product portfolio and substantially grew revenues through a combination of innovative product development and acquisition, as well as the building of strong customer relationships. Mr. Cascella serves as a board director for Celestica (NYSE: CLS), Mirion Technologies (NYSE: MIR) and Koru Medical Systems (Nasdaq: KRMD). He is also a NACD certified director. Mr. Cascella

holds a Bachelor of Arts in accounting from Fairfield University. The Company believes that Mr. Cascella's financial and managerial experience as CEO of a publicly traded medical technology company, as well as his experience serving on the board of directors of other companies qualifies him to serve as a director on the Board.

Sheryl L. Conley,age 65, has served as a member of the Board since October 2019. Ms. Conley is a 35-year veteran of the orthopedic medical device industry with expertise and executive leadership experience in running full P&L business segments, global brand management, marketing, sales, product development, and operations. Ms. Conley currently serves as an independent Board Director for Anika Therapeutics, Inc. and is a member of the Audit Committee and Chair of the Compensation Committees (May 2021-present). She previously served as an independent Board Director and Board Chair for Surgalign, Inc. and as a member of the Audit Committee (May 2021-October 2023). In addition to her public Board Director positions, Ms. Conley served as an independent Board Director for Keystone Dental, Inc., a privately held company, and was a member of the Audit Committee (February 2022-December 2023). Previously, Ms. Conley was President and Board Member of AcceLINX, Inc., a musculoskeletal health business accelerator from March 2017 to December 2022. From September 2012 to May 2017, Ms. Conley was President & CEO of OrthoWorx, Inc. Prior to her role as the President and CEO of OrthoWorx, Ms. Conley spent 25 years with Zimmer, Inc. in a number of escalating executive leadership roles across a variety of product segments and geographies, during which she provided key leadership in the development and commercial release of over 50 industry leading brands, including as Group President, Americas and Global Brand Management, and Chief Marketing Officer from December 2005 until May 2008. Ms. Conley holds a Bachelor of Science (Biology and Chemistry) and an M.B.A. from Ball State University. She is also an NACD Certified Director. The Company believes that Ms. Conley's business expertise in the medical device industry, executive P&L leadership roles and global experience in commercial operations, new product and brand development, along with her expertise in board governance, qualify her to serve as a director on the Board.

Sasha S. Cucuz,age 48, is the CEO of Greybrook Securities Inc. ("Greybrook"), where he is responsible for leading the firm's capital markets and real estate investment strategies. Under his leadership and on behalf of its limited partners in over 30 countries, Greybrook's portfolio has grown to include over 110 multi-family and residential development projects and over $40 billion worth of estimated completion value. Mr. Cucuz co-chairs Greybrook's Investment and Project Advisory Committees, which are responsible for approving new acquisitions and actively managing all existing project partnerships. As the former President of Greybrook Health, Mr. Cucuz also played a key role in several portfolio acquisitions including MacuHealth, Bruder Healthcare and TearLab, as well as the launch of Greenbrook TMS Inc. ("Greenbrook"), a leading provider of transcranial magnetic stimulation therapy, a non-invasive therapy for the treatment of major depressive disorder cleared by the United States Food and Drug Administration, which was acquired by the Company in December 2024. Mr. Cucuz currently serves as director of Blu Genes Foundation, a company in the drug safety industry, and NeuPath Health Inc., a company that provides chronic pain management. In 2020, he led the launch of Delos Canada, as well as Greybrook's investment in Delos Living, LLC a global leader in the health and building sciences. The Company believes that Mr. Cucuz's executive leadership and experience in the financial services industry qualify him to serve as a director on the Board.

Glenn P. Muir,age 67, has served as a member of the Board since July 2017. From 1992 until 2014 when he retired, Mr. Muir was the Chief Financial Officer at Hologic, Inc., a publicly traded manufacturer and supplier of medical products. He served as Hologic's Executive Vice President of Finance & Administration from 2000 to 2014, as Vice President of Finance & Administration from 1992 to 2000, and as Controller from 1988 to 1992. Mr. Muir served as a Director of Hologic from 2001 to 2013. Mr. Muir served as Chief Financial Officer and Vice President of Finance & Administration at Metallon Engineered Materials Corp. from 1986 to 1988. He served as a Senior Auditor with Arthur Andersen & Co. from 1981 to 1984. Mr. Muir has been a Director of Repligen Corporation, a publicly traded life science company, since 2015, and of G1 Therapeutics, Inc., a biotechnology company, from 2015 until 2024 when it was acquired. He served as an Independent Director at ReWalk Robotics Ltd. and RainDance Technologies, Inc., both from 2014 to 2017. Mr. Muir earned his bachelor's degree in accounting from the University of Massachusetts in Amherst, his M.B.A. from the Harvard Business School, and his M. Sc. in taxation from Bentley College Graduate School of Business. He is a certified public accountant (inactive since 2022). The Company believes that Mr. Muir's leadership and management experience with medical product companies and financial expertise qualifies him to serve as a director on the Board.

Daniel L. Reuvers, age 63, has served as our President and Chief Executive Officer since March 2026 and has over 35 years of experience as a healthcare executive. He was most recently the Chief Executive Officer of Tactile Medical (Nasdaq: TCMD) from May 2020 until July 2024, and he served on the board of Tactile Medical from May 2020 through May 2025. As Chief Executive Officer of Tactile Medical, Mr. Reuvers led growth in revenue, gross margin, profitability, and cash generation. His experience included a third party billing component and advances in revenue cycle management. Prior to that, he held a series of executive-level roles with Integra LifeSciences (Nasdaq: IART) from January 2009 until May of 2020. He served as the president of the company's Instrument Division from 2009-2013, President of International from 2013-2016 and EVP, President of Codman Specialty Surgical, the company's $1 billion neurosurgical business segment from 2016-2020. From 2002-2009 he served as president of two privately held companies, Omni-Tract Surgical and Advanced Respiratory, both resulting in successful exits to Integra and Hill-Rom, respectively. He began his medtech career in 1987 with Vital Signs, Inc, where he held progressively expanded roles until 2000. Mr. Reuvers has served on the board of Etac Group, a privately held medtech company based in Stockholm, Sweden, since October 2023. He also serves on the board of PeerBridge Health, a privately held medtech company based in Nashville, Tennessee, since July 2025.

Megan R. Rosengarten,age 49, has served as a member of the Board since August 2021. Ms. Rosengarten is a proven leader known for identifying and championing disruptive technologies in the healthcare space, as well as for commercializing new insights and opportunities. She served as President of the Surgical Robotics business of Medtronic, an over $20 billion medical device company, from 2018 to 2022. There she built and launched a new robotics Global Operating Unit and acquired and successfully integrated a UK-based surgical artificial intelligence start-up, Digital Surgery. From 2014 to 2018, Ms. Rosengarten was VP, Global Marketing, for Hologic, Inc.'s $1 billion Breast and Skeletal Health Division where she served a key role in the company's turnaround by defining global strategies and executing on opportunities to accelerate growth through innovation. Prior to joining Hologic, Inc., Ms. Rosengarten worked at Covidien from 2008 to 2014 where she helped to found the Robotics incubator to which she later returned to lead and commercialize. Prior to joining Covidien, she led marketing efforts for contact lens and consumer healthcare brands at Johnson & Johnson. She served on the board of BioCT, an organization dedicated to advancing the bioscience industry in Connecticut and as a director of Digital Surgery post-acquisition by Medtronic. Ms. Rosengarten also serves on the Board of Directors of KoKo Medical (formerly Early Bird Medical, Inc.), a medical device startup committed to saving the lives of mothers by developing innovative products that allow for rapid postpartum hemorrhage intervention. In addition, she is a member of the Board of Directors of BioCoat Incorporated, which specializes in hydrophilic coatings and related equipment and services for medical devices. From 2024 to 2025, she served on the Board of Directors of Blue Ocean Robotics, a Denmark-based medical service robotics company. Ms. Rosengarten earned her MBA from Kenan-Flagler Business School at the University of North Carolina, with concentrations in marketing and international business, and her B.S. in Biological Anthropology and Anatomy from Duke University. The Company believes that Ms. Rosengarten's management experience with medical product companies and expertise commercializing and marketing medical devices qualifies her to serve as a director on the Board.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the SEC. Based solely on the reports received by us and on the representations of the reporting persons, we believe that the reporting persons complied with all applicable filing requirements during the fiscal year ended December 31, 2025.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE "FOR" EACH NAMED NOMINEE IN PROPOSAL 1.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

Applicable rules of the Nasdaq Stock Market LLC ("Nasdaq") require a majority of a listed company's board of directors to be comprised of independent directors within one year of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating and corporate governance committees be independent, and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees, that neither the director nor any of his or her family members have engaged in various types of business dealings with us, and that the director is not associated with the holders of more than 5% of our common stock. In addition, under applicable Nasdaq rules, a director will qualify as an independent director only if, in the opinion of the listed company's board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has determined that all of our directors other than Mr. Reuvers are independent directors, as defined under applicable Nasdaq rules. In making such determination, the Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that the Board deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director.

There are no family relationships among any of our independent directors or executive officers.

BOARD LEADERSHIP STRUCTURE

The Board has an independent Chair, Robert A. Cascella, who has authority, among other things, to preside over Board meetings and stockholder meetings, and such powers and duties as may from time to time be assigned by the Board. The Chair has substantial ability to shape the work of the Board. We believe that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. We currently believe that having an independent Chair creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability, and improving the ability of the Board to monitor whether management's actions are in our best interests and those of our stockholders. As a result, we believe that having an independent Chair can enhance the effectiveness of the Board as a whole.

ROLE OF THE BOARD IN RISK OVERSIGHT

One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather, administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, and the Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps that our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee and Nominating and Corporate Governance Committee also monitor compliance with legal and regulatory requirements.

The Board oversees our risk management process, including as it pertains to cybersecurity risks, directly and through its committees. The Audit Committee meetings include discussions of emerging industry-wide trends in cybersecurity risks along with specific risk areas for which we have greater risks throughout the year, including those relating to cybersecurity threats. These reports come from our Chief Information and Operations Officer to include our enterprise risk profile on a quarterly basis. The Audit Committee reviews our cybersecurity risk profile with management on a periodic basis using key performance and risk indicators. These indicators are industry-standard metrics and measurements designed to assess the effectiveness of our cybersecurity program in the prevention, detection, mitigation, and remediation of cybersecurity incidents.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE ("ESG")

The Nominating and Corporate Governance Committee is tasked with overseeing all aspects of the Company's corporate governance functions on behalf of the Board. The Code of Business Conduct and Ethics applicable to

all of our employees, executive officers, and directors, which is available on our website at ir.neuronetics.com/corporate-governance/highlights (the "Code of Ethics"), states that every employee of the Company is responsible for complying with all environmental, health, and safety policies and procedures. The Company does not own real estate or manufacturing assets, and the Company evaluates third-party providers, among other things, based upon ESG considerations. By engaging with stakeholders, we do our part to improve today's environmental challenges and better serve our community while simultaneously delivering on our Company's business goals.

MEETINGS OF THE BOARD AND STOCKHOLDERS

The Board met eleven times in 2025. The Audit Committee met five times in 2025. The Compensation Committee met nine times in 2025. The Nominating and Corporate Governance Committee met five times in 2025. Each Board member attended at least 75% of the meetings of the Board and the committees on which he or she served in 2025. The Neuronetics independent directors met in regularly scheduled executive sessions during fiscal year 2025, at which only independent directors were present in compliance with applicable Nasdaq listing standards. Mr. Cascella, the Chair of the Board during 2025, presided over the executive sessions. The Company does not have a formal policy with regard to director attendance at annual meetings of stockholders, but the Company encourages directors to attend annual meetings of stockholders. Six of the then-current directors attended our 2025 annual meeting of stockholders, which was held on May 22, 2025. The Company expects all members of the Board to attend the Annual Meeting.

BOARD REPRESENTATION

While the Board believes that its current size and skill set are appropriate, the Board also recognizes the benefit of attracting individuals to the Board with a variety of life experiences, expertise, and backgrounds.

The following matrix presents information regarding the Board's background statistics as of the Record Date:

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has determined that each member of its committees meets the applicable Nasdaq rules and regulations regarding independence and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to Neuronetics. The following table provides committee membership for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee as of April 9, 2026.

Audit Committee

As of December 31, 2025, Messrs. Cucuz and Muir and Mms. Conley and Rosengarten served as the members of the Audit Committee, with Mr. Muir serving as chair of the Audit Committee. The Board has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), Rule 10A-3 under the Exchange Act, and applicable Nasdaq listing standards. Each member of the Audit Committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the Board has examined each Audit Committee member's scope of experience and the nature of their prior and current employment.

The Board has determined that Messrs. Cucuz and Muir qualify as audit committee financial experts within the meaning of SEC regulations and meet the financial sophistication requirements of Nasdaq. In making this determination, the Board has considered their formal education and previous and current experience in financial and accounting roles. Our independent registered public accounting firm regularly meets with the Audit Committee in executive session.

The functions of the Audit Committee include, among other things:

The Audit Committee charter is available on the Company's website at ir.neuronetics.com/corporate-governance/highlights. The Company believes that the composition and functioning of the Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent that they become applicable.

Compensation Committee

As of December 31, 2025, Dr. Amin, Ms. Conley, and Mr. Muir served as the members of the Compensation Committee, with Ms. Conley serving as chair of the Compensation Committee. Each of these individuals is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The Board has determined that each of these individuals is independent as defined under applicable Nasdaq listing standards, including the standards specific to members of a compensation committee. The functions of the Compensation Committee include, among other things:

The Compensation Committee engaged Alpine Rewards, LLC ("Alpine"), a compensation consulting firm, to assess and make recommendations with respect to the amounts and types of compensation to provide our executives and non-employee directors. Alpine did not provide any other services to us during 2025 other than those for which it had been retained by the Compensation Committee.

As part of the executive compensation process, the Compensation Committee reviewed compensation assessments prepared by Alpine comparing our executive compensation to that of a group of peer companies and met with Alpine to discuss compensation of our executive officers, including our President and Chief Executive Officer, and to receive Alpine's input and advice. Our President and Chief Executive Officer also provided recommendations to the Compensation Committee regarding the form and amount of compensation to be paid to each executive officer, other than himself. In making final executive compensation decisions for our executive officers other than our President and Chief Executive Officer and a recommendation to the Board regarding the compensation to be paid to our President and Chief Executive Officer, the Compensation Committee considered the recommendations of Alpine and our President and Chief Executive Officer (other than with respect to himself), as well as other factors, such as the Company's revenue growth, utilization and sales of the Company's recurring treatment sessions, expense management, the form and amount of compensation to be paid, the achievement by the Company of performance objectives, the Company's cash position, the general performance of the Company and the individual officers, and other relevant factors.

Final deliberations and decisions regarding executive compensation were made by the Compensation Committee and, in the case of compensation to be paid to our President and Chief Executive Officer, without the presence of any executive officer of the Company. In making final decisions regarding the compensation to be paid to our President and Chief Executive Officer, the Board considered the same factors and gave considerable weight to the recommendations of the Compensation Committee and Alpine. As part of the director compensation process, the Board considered the recommendations of Alpine and the Compensation Committee, as well as fees and other compensation paid to directors of a group of peer companies, the number of Board and committee meetings that our directors are expected to attend, and other factors that may be relevant.

The Compensation Committee charter is available on the Company's website at ir.neuronetics.com/corporate-governance/highlights. We believe that the composition and functioning of the Compensation Committee complies with all SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent that they become applicable.

Nominating and Corporate Governance Committee

As of December 31, 2025, Dr. Amin, Mr. Cucuz, and Ms. Rosengarten served as the members of the Nominating and Corporate Governance Committee, with Ms. Rosengarten serving as chair of the Nominating and Corporate Governance Committee. The Board has determined that each of these individuals is independent as defined under applicable Nasdaq listing standards and SEC rules and regulations. The functions of the Nominating and Corporate Governance Committee include, among other things:

The Nominating and Corporate Governance Committee also has the power and authority to consider recommendations for Board nominees and proposals submitted by the Company's stockholders and to establish any policies, requirements, criteria, and procedures in furtherance of the foregoing, including policies and procedures to facilitate stockholder communications with the Board, to recommend to the Board appropriate action on any such proposal or recommendation, and to make any disclosures required by applicable law in the course of exercising its authority.

The Nominating and Corporate Governance Committee charter is available on the Company's website at ir.neuronetics.com/corporate-governance/highlights. We believe that the composition and functioning of the Nominating and Corporate Governance Committee complies with all SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent that they become applicable to us.

NOMINATION OF DIRECTORS BY STOCKHOLDERS

The Nominating and Corporate Governance Committee will consider director nominees recommended by our stockholders. A stockholder who wishes to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee should send the recommendation to Neuronetics, Inc., 3222 Phoenixville Pike, Malvern, Pennsylvania 19355, Attention: Corporate Secretary, and we will forward it to the Nominating and Corporate Governance Committee. The recommendation must include a description of the candidate's qualifications for board service, including all of the information that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC, as amended, the candidate's written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the stockholder and the candidate for more information. A stockholder who wishes to nominate an

individual as a candidate for election, rather than recommend the individual to the Nominating and Corporate Governance Committee as a nominee, must comply with the notice procedures set forth in our bylaws. See the section entitled "Questions and Answers About These Proxy Materials and Voting - When are stockholder proposals and director nominations due for next year's annual meeting?" for more information regarding these procedures. The Nominating and Corporate Governance Committee will consider and evaluate persons recommended by the stockholders in the same manner as it considers and evaluates other potential directors, including incumbent directors.

DIRECTOR QUALIFICATIONS

The Board believes that its membership should consist of individuals with sufficiently diverse and independent backgrounds and with the appropriate expertise required to serve as a director of the Company. The Nominating and Corporate Governance Committee is responsible for ensuring that the Board meets this objective and is responsible for reviewing the qualifications of potential director candidates and recommending the director candidates to be nominated for election to the Board. In evaluating director candidates and nominees, the Nominating and Corporate Governance Committee considers the following criteria: professional experience; education; skill; diversity; differences of viewpoint; other individual qualities and attributes that will positively contribute to the Board, including integrity and high ethical standards; industry experience; subject matter expertise; the ability to express opinions, ask difficult questions, and make informed, independent judgments; and the ability to devote sufficient time to prepare for and attend Board meetings. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for any prospective nominee.

CODE OF ETHICS

The Code of Ethics is applicable to all of our employees, executive officers, and directors. The Nominating and Corporate Governance Committee is responsible for overseeing the Code of Ethics and must approve any waivers of the Code of Ethics for employees, executive officers, and directors. In addition, we intend to post on our website all disclosures that are required by law or applicable Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics.

NO HEDGING

The Company's compliance and ethics manual prohibits any employee or director of the Company from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, or other inherently speculative transactions with respect to the Company's stock at any time.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board expects that the views of our stockholders will be heard by the Board and its committees or individual directors, as applicable, and that appropriate responses will be provided to stockholders on a timely basis. Stockholders wishing to formally communicate with the Board, any committee of the Board, the independent directors as a group, or any individual director may send communications directly to us at Neuronetics, Inc., 3222 Phoenixville Pike, Malvern, Pennsylvania 19355, Attention: Corporate Secretary. All clearly marked written communications, other than unsolicited advertising or promotional materials, are logged and copied, and forwarded to the director(s) to whom the communication was addressed. The foregoing communication procedure does not apply to: (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals; or (ii) service of process or any other notice in a legal proceeding.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants' communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm such firm's independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Sheryl L. Conley

Sasha S. Cucuz

Glenn P. Muir (Chair)

Megan R. Rosengarten

The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

PROPOSAL 2 -

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG as our independent registered public accounting firm for the year ending December 31, 2026 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.

KPMG currently serves as our independent registered public accounting firm and audited our financial statements for the year ended December 31, 2025. KPMG has served as our auditors since 2003. KPMG does not have and has not had any financial interest, direct or indirect, in the Company, and does not have and has not had any connection with the Company except in its professional capacity as our independent auditors.

The Audit Committee and the Board believe that the continued retention of KPMG to serve as our independent registered public accounting firm is in the best interests of the Company and our stockholders. As a matter of good corporate governance, we are asking stockholders to ratify such selection. If this selection is not ratified at the Annual Meeting, the Audit Committee intends to reconsider its selection of KPMG. Even if the selection is ratified, the Audit Committee in its sole discretion may direct the selection of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders.

Audit and non-audit services to be provided by KPMG are subject to the prior approval of the Audit Committee. In general, the Audit Committee's policy is to grant such approval where it determines that the non-audit services are not incompatible with maintaining the independent registered public accounting firm's independence and there are costs or other efficiencies in obtaining such services from the independent registered public accounting firm as compared to other possible providers. Representatives of KPMG are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

The Audit Committee is directly responsible for appointing, compensating, and providing oversight of the performance of our independent registered public accounting firm for the purpose of issuing audit reports and related work regarding our financial statements. The Audit Committee is also responsible for approving the audit fee of our independent registered public accounting firm.

"For" votes from holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting is required to ratify the selection of KPMG. Abstentions will have the effect of votes against Proposal 2 but will otherwise count towards a quorum. Broker non-votes will count towards a quorum but will have no effect on the outcome of Proposal 2.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to us for the years ended December 31, 2025 and 2024, by KPMG, our principal accountant:

All fees described above were pre-approved by the Audit Committee.

Pre-Approval Procedures

The Audit Committee pre-approves audit and non-audit services rendered by our independent registered public accounting firm. The Audit Committee pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee's approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service.

The Audit Committee has determined that the rendering of services other than audit services by KPMG is compatible with maintaining the principal accountant's independence.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE "FOR" PROPOSAL 2.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information relating to the beneficial ownership of our common stock as of the Record Date by:

Beneficial ownership is based upon 69,579,508 shares of common stock issued and outstanding as of 5:00 p.m. Eastern Time on the Record Date and determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless otherwise indicated, we believe that the persons or entities identified in this table have sole voting and investment power with respect to all shares shown beneficially owned by them, subject to applicable community property laws. Shares of common stock issuable upon vesting of outstanding equity awards that are exercisable or subject to vesting within 60 days after the Record Date are deemed beneficially owned, and such shares are used in computing the percentage ownership of the person holding the awards but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares.

Unless otherwise noted below, the address of each director and executive officer is c/o Neuronetics, Inc., 3222 Phoenixville Pike, Malvern, Pennsylvania 19355.

("MAM"), the investment advisor of MHP II, MHP II Cayman, and MSO, may also be deemed to have sole voting and investment power with respect to such shares of common stock. The principal address of MHP II, MHP II Cayman, MSO, MHA II, MSA, and MAM is c/o Madryn Asset Management, LP, 330 Madison Avenue - Floor 33, New York, NY 10017.

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth information concerning our executive officers, including their ages, as of April 9, 2026.

Daniel L. Reuvers' biography appears in the "Proposal 1 - Election of Directors" section of this proxy statement.

Steven E. Pfanstiel has served as our Executive Vice President, Chief Financial Officer, and Treasurer since July 1, 2025 and his term will end on May 1, 2026 pursuant to his resignation as previously disclosed. Prior to joining the Company, he most recently worked at Marinus Pharmaceuticals, a publicly traded pharmaceutical company specializing in rare diseases and neuroscience, from April 2021 through March 2025, where he most recently served as Chief Financial Officer and Chief Operating Officer. From April 2021 to March 2023, he served as Chief Financial Officer at Marinus Pharmaceuticals. From January 2020 to March 2021, Mr. Pfanstiel served as Vice President, Finance of LifeScan, Inc. ("LifeScan"), a medical device company focused on the diabetes market, where he was responsible for supporting LifeScan's global commercial and development organizations, as well as its financial planning and analysis treasury functions. Before LifeScan, Mr. Pfanstiel served as Senior Director of FP&A at OptiNose, Inc. ("OptiNose"), a publicly traded specialty pharmaceutical company focused on diseases treated by ear, nose, and throat and allergy specialists, from February 2018 to January 2020. From July 2016 to February 2018, Mr. Pfanstiel served as Senior Director supporting Global Strategic Marketing for the DePuy Synthes Companies, a franchise of orthopedic and neurosurgery companies owned by Johnson & Johnson. Earlier in his career, Mr. Pfanstiel held various finance positions within Johnson & Johnson, including Janssen R&D, LifeScan, and Ethicon Endo-Surgery. Mr. Pfanstiel received his B.A. in Physics from Wabash College, his M.S. in Environmental Systems Engineering from Clemson University and his MBA from Indiana University, Kelley School of Business.

W. Andrew Macanhas served as our Executive Vice President, Chief Legal Officer, and Corporate Secretary since May 2025, from February 2023 to May 2025 as our Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, and from January 2020 to February 2023 as our Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary. During his tenure with the Company, Mr. Macan has overseen all legal, compliance, and corporate governance matters while also taking on leadership responsibility across several operational areas, including commercial operations, revenue cycle management, reimbursement strategy, human resources, and quality assurance. Prior to joining the Company, Mr. Macan was Senior Vice President, General Counsel, and Corporate Secretary of U.S. Silica Holdings, Inc., a Russell 2000 diversified minerals company, from October 2018 until January 2020. He served in roles of increasing responsibility with Axalta Coating Systems, LLC, from October 2013 until October 2018, most recently as General Counsel and Chief Compliance Officer, Americas, and The Chubb Corporation, from October 2003 until October 2013, including as Vice President, Corporate Counsel, and Secretary for over 8 years. Mr. Macan began his career in private practice at Ballard Spahr LLP and Dechert LLP. He earned a B.A. in Government from Franklin & Marshall College and his J.D. from Emory University School of Law with distinction and Order of the Coif.

EXECUTIVE COMPENSATION

As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis in our executive compensation disclosure and have elected to comply with the reduced disclosure requirements applicable to smaller reporting companies.

The following section describes the compensation that was earned by our Named Executive Officers. Our Named Executive Officers for 2025 were:

On March 12, 2026, the Board appointed Daniel L. Reuvers as the Company's President and Chief Executive Officer effective on March 23, 2026. Mr. Reuvers was not a Named Executive Officer in 2025 and did not earn any compensation from the Company in 2025. Mr. Sullivan remains as a consultant to ensure a smooth transition pursuant to a consulting agreement by and between the Company and Mr. Sullivan dated April 1, 2026.

Executive Compensation Process

The Compensation Committee is responsible for the executive compensation program for our executive officers, including our Named Executive Officers. The Compensation Committee has reviewed the corporate goals and objectives relating to the compensation of our President and Chief Executive Officer, evaluated the performance of our President and Chief Executive Officer in light of those goals and objectives, and recommended to the Board the compensation of our President and Chief Executive Officer based on such evaluation. In addition, the Compensation Committee has reviewed and approved all compensation for our other executive officers, including our other Named Executive Officers.

We have designed our compensation program to:

The Compensation Committee oversees our compensation program with the goal of driving high performance and increasing stockholder value through our pay programs and corporate culture. Company and individual performance goals are integrated into our compensation program.

The Compensation Committee uses compensation data from our identified peer companies: (i) as one of several factors in determining appropriate compensation parameters; and (ii) to inform its decisions about overall compensation opportunities, specific compensation elements, and targeted compensation levels. In establishing targeted pay levels, the Compensation Committee considers not only competitive market data, but also factors such as company and individual performance, scope of responsibility, critical needs and skill sets, leadership

potential, internal equity, and succession planning. The Compensation Committee believes that this approach gives it the ability to more accurately reflect factors and individual contributions.

Focus on Governance and Compensation Best Practices

The Company has risk mitigation factors relating to executive compensation aligned with governance best practices, including the following:

Policies and Practices Regarding the Granting of Equity Incentive Compensation

Under the Company's 2018 Equity Incentive Plan (the "2018 Plan") and related policies and practices, annual equity grants to employees (including those to NEOs) are generally made at regularly scheduled Compensation Committee and Board meetings around February.

Grants for new hires are generally made on or around the date of the next regularly scheduled Compensation Committee meeting following such new hire's start date. These Compensation Committee and Board meetings are generally scheduled at least one year in advance.

Options are granted under a stockholder-approved plan and at an exercise price equal to the closing market price of the Company's common stock on the date of grant. During the year ended December 31, 2025, the Company did not grant any options.

As a general matter, the Compensation Committee does not take material nonpublic information into account when determining the timing and terms of awards. This grant timing is used to provide for a routine and regular grant practice regarding all employees, and to make sure that the existence (or lack thereof) of material nonpublic information is not a factor in decisions about the timing or size of grants. Similarly, the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Summary Compensation Table

The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our Named Executive Officers for the fiscal years ended December 31, 2025 and 2024:

Narrative Disclosure to 2025 Summary Compensation Table

The compensation of our Named Executive Officers generally consists of base salary, an annual non-equity incentive opportunity, and long-term incentive compensation in the form of equity awards.

Base Salary

The Compensation Committee reviews the base salaries of our executive officers, including our Named Executive Officers, from time to time, and makes adjustments (or, in the case of our President and Chief Executive Officer, may recommend adjustments for approval by the Board) as it determines to be reasonable and necessary to reflect the scope of their performance, contributions, responsibilities, experience, prior salary level, position and market conditions, including base salary amounts relative to similarly situated executive officers at peer group companies.

In February 2025, the Compensation Committee adjusted the salaries of the NEOs (other than Mr. Pfanstiel, who was not with the Company in February 2025) as stated below. Mr. Pfanstiel's base salary was set at $480,000 when he joined the Company on July 15, 2025.

The actual base salaries paid to Messrs. Furlong, Macan, Pfanstiel, and Sullivan for 2025 are set forth in the Summary Compensation Table below. The Compensation Committee evaluated all executive base salaries in consultation with Alpine.

Annual Cash Bonuses

Financial and individual performance goals for our annual non-equity incentive plans are set and approved by the Compensation Committee early in the fiscal year. Each of Messrs. Furlong, Macan, Pfanstiel, and Sullivan participated in our 2025 annual non-equity incentive plan and were eligible to earn a cash incentive award based on corporate performance focused on revenue and earnings before interest and taxes ("EBIT") objectives and, with respect to Messrs. Furlong, Macan, and Pfanstiel, individual performance goals.

The 2025 target annual cash incentive opportunity of Messrs. Macan, Pfanstiel, and Sullivan are outlined in the table below. Because Mr. Furlong was no longer with the Company after August 1, 2025, he did not receive a payout under our 2025 annual non-equity incentive plan.

___________

In February 2026, the Compensation Committee evaluated the Company's performance relative to these performance metrics. The Company achieved $149,157,000 of revenue, satisfying the threshold level of performance for the revenue metric, resulting in a payout at 81% of target for the revenue metric. The Company did not satisfy the threshold level of performance for the EBIT metric, so there was no payout for the EBIT metric.

The individual performance goals for Messrs. Macan and Pfanstiel were qualitative in nature based on the achievement of specified goals for the business functions they oversee. In February 2026, Mr. Sullivan presented to the Compensation Committee and the Compensation Committee considered, an evaluation of the individual performance of Messrs. Macan and Pfanstiel relative to goals outlined for 2025. The Compensation Committee considered the following contributions and key achievements for each officer and determined that Messrs. Macan and Pfanstiel satisfied their individual performance goals at 150% and 125% of target, respectively:

W. Andrew Macan

Steven E. Pfanstiel

The overall payouts for Messrs. Macan, Pfanstiel, and Sullivan were 70.5%, 65.5%, and 56.7% of target, respectively.

The amounts of non-equity incentive compensation awarded with respect to the year ending December 31, 2025 are set forth in the columns entitled "Non-Equity Incentive Compensation" and "Bonus" in the Summary Compensation Table.

Long-Term Incentive Compensation

Pursuant to the terms and conditions of the 2018 Plan, in February 2025, the Compensation Committee followed its longstanding practice of granting annual long-term incentive awards, including to Messrs. Furlong, Macan, and Sullivan, in the form of RSUs. Also, in February 2025 (following its practice established in November 2024), the Compensation Committee and the Board incorporated performance metrics into a portion of the annual long-term incentive awards granted to members of the Company's senior leadership team, including Messrs. Furlong, Macan, and Sullivan. Detail on all PRSU awards granted in 2025 is included in the section entitled "2025 PRSU Awards".

The Compensation Committee retains discretion to grant equity awards outside of the Company's annual long-term incentive program from time to time. Such awards may be made in connection with new hires, promotions, retention needs, recognition of extraordinary performance, or other special circumstances as determined by the Compensation Committee.

For more information regarding RSUs and PRSUs granted to our Named Executive Officers in 2025 that may be settled for shares of our common stock, please see the section entitled "Outstanding Equity Awards at Fiscal Year End Table".

2025 RSU Awards

In February 2025, the Compensation Committee (and in the case of Mr. Sullivan, the Board) granted Messrs. Furlong, Macan, and Sullivan 157,500, 157,500, and 375,000 RSUs, respectively, that would vest on the first, second, and third anniversary of the original grant date.

When he joined the Company on July 15, 2025, Mr. Pfanstiel received an inducement grant of 400,000 RSUs, 200,000 of which would vest pro rata on the first, second, and third anniversary of Mr. Pfanstiel's start date, and 200,000 of which would vest pro rata on the second, third, and fourth anniversary of Mr. Pfanstiel's start date (in each case, subject to Mr. Pfanstiel continuing to provide service through the applicable date).

In December 2025, in connection with Mr. Sullivan's announced intention to retire, the Compensation Committee granted 164,361 and 170,212 RSUs to Messrs. Macan and Pfanstiel, respectively, intended to promote stability and continuity in our leadership team. The RSUs would vest on the earlier of June 30, 2027, the Company's termination of the recipient without cause, or the recipient's resignation for good reason.

2025 PRSU Awards

In February 2025, the Compensation Committee (and in the case of Mr. Sullivan, the Board) granted Messrs. Furlong, Macan, and Sullivan 52,500, 52,500, and 125,000 PRSUs, respectively, that would vest in equal installments depending upon the Company's achievement of cash balance growth targets as of December 31, 2025, 2026, and 2027, with the actual number of shares received ranging from 0% to 150% of the target award depending upon the amount of cash on the Company's balance sheet as of each such date. As of December 31, 2025, the Company achieved the threshold year-end cash balance target for December 31, 2025, but it would not have done so in the absence of debt and equity financing that the Compensation Committee and the Board did not contemplate when they made the grants; as such, the Compensation Committee exercised negative discretion on the final result such that that portion of the award did not vest.

In August 2025, to align Mr. Pfanstiel with the Company's 2025 cash flow breakeven objectives, the Compensation Committee granted Mr. Pfanstiel 75,000 PRSUs. In each case, subject to Mr. Pfanstiel continuing to provide service through the applicable date, PRSUs vest on December 31, 2025 based on the following performance criteria: (i) 66.7% upon the achievement of cash flow breakeven in the third quarter of 2025; and (ii) 33.3% upon the achievement of cash flow breakeven in the fourth quarter of 2025. The Company did not achieve cash flow breakeven in the third quarter of 2025, so that portion of the award did not vest. The Company achieved cash flow breakeven in the fourth quarter of 2025, so that portion of the award vested.

In October 2025, to align the recipients with the Company's 2026 cash flow breakeven objectives, the Compensation Committee (and in the case of Mr. Sullivan, the Board) granted 101,250, 75,000, and 337,500 PRSUs to Messrs. Macan, Pfanstiel, and Sullivan, respectively. The PRSUs vest 100% on September 30, 2026 (or as soon as practicable thereafter when achievement could be determined and subject to service through the applicable date) upon the achievement of the following performance criteria: (i) 33.3% for achievement of cash flow breakeven in the first quarter of 2026; (ii) 33.3% for the achievement of cash flow breakeven in the second quarter of 2026; and (iii) 33.3% for the achievement of cash flow breakeven in the third quarter of 2026.

2024 PRSU Awards

In connection with the Company's acquisition of Greenbrook, on December 10, 2024, Messrs. Furlong, Macan, and Sullivan received PRSUs that would vest on December 31, 2025, subject to satisfaction of the applicable performance metrics and continuous service of the recipient through such date. The performance metrics were as follows: (i) 25% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended June 30, 2025; (ii) 50% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended September 30, 2025; and (iii) 25% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended December 31, 2025. Performance criteria were not attained for the fiscal quarters ending June 30, 2025 and September 30, 2025, but were attained for the final quarter of 2025; as such, 25% of the PRSUs vested.

Employment Agreements

We have entered into employment agreements or offer letters with our NEOs. The key terms and conditions of these agreements are described below. For a discussion of the post-employment compensation arrangements with each of our Named Executive Officers, see the section entitled "Executive Officer Post-Employment Compensation Arrangements."

Mr. Sullivan

We entered into an employment agreement with Mr. Sullivan dated July 14, 2020, pursuant to which we employed him as our President and Chief Executive Officer and he served as a member of the Board during

2025. The agreement entitled Mr. Sullivan to a target annual cash bonus opportunity of at least 75% of his annual base salary, subject to annual review and adjustment by the Board upon recommendation from the Compensation Committee, with the actual amount of such annual bonus payable to be determined by the Board, based on the achievement of corporate performance objectives determined and agreed to by the Board. Effective November 2, 2023, we amended and restated the agreement to update Mr. Sullivan's annual base salary, his target annual cash bonus opportunity (from 75% to 100% of his annual base salary), and his severance benefits (as described in greater detail in the section entitled "Executive Officer Post-Employment Compensation Arrangements"). Mr. Sullivan's 2025 annual base salary was $728,000. See the section entitled "Executive Officer Post-Employment Compensation Arrangements" for more information regarding severance benefits.

On November 4, 2025, the Company announced that Mr. Sullivan, who has served as President and Chief Executive Officer since July 14, 2020, informed the Board of his intention to retire on June 30, 2026. On March 12, 2026, the Board appointed Daniel L. Reuvers as the Company's President and Chief Executive Officer effective on March 23, 2026. Mr. Sullivan remains as a consultant to ensure a smooth transition pursuant to a consulting agreement by and between the Company and Mr. Sullivan dated April 1, 2026. Mr. Sullivan is not entitled to any additional compensation under the consulting agreement, but he remains eligible for vesting during the term of his consultancy.

Messrs. Furlong, Macan, and Pfanstiel

We entered into employment offer letters with each of Messrs. Furlong, Macan, and Pfanstiel. The employment of each is at will, and each agreement endures until terminated by either party. Mr. Furlong's employment agreement was terminated effective as of August 1, 2025. See the section entitled "Executive Officer Post-Employment Compensation Arrangements" for more information regarding severance benefits.

On March 31, 2026, Mr. Pfanstiel informed the Company of his intention to resign on May 1, 2026. Mr. Pfanstiel's decision to resign was 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.

Perquisites

Mr. Furlong was entitled to commuting costs reimbursement, including reimbursement for weekly round-trip coach class airfare to corporate headquarters in Malvern, PA; reimbursement of certain related travel expenses; and a tax gross-up payment to offset any tax liability that Mr. Furlong incurred as a result of any reimbursed relocation expenses. In 2025, Mr. Macan attended our annual President's Club trip as the executive sponsor because Mr. Sullivan was unable to attend. The President's Club trip is an all-expenses-paid trip that is awarded to qualifying sales representatives and their guests based on achievement of pre-defined goals. The value of Mr. Macan and his spouse attending the President's Club trip is reflected in the "All Other Compensation" column of the Summary Compensation Table.

Outstanding Equity Awards at Fiscal Year End Table

The following table sets forth information regarding the outstanding and unexercised stock options and RSUs held by each of our Named Executive Officers as of December 31, 2025. The vesting schedule applicable to each outstanding equity award is described in the footnotes to the table. For information regarding the vesting acceleration provisions applicable to the equity awards of our Named Executive Officers, see the section entitled "Executive Officer Post-Employment Compensation Arrangements."

Executive Officer Post-Employment Compensation Arrangements

Mr. Sullivan

In July 2021, the Company entered into a restrictive covenant and severance agreement with Mr. Sullivan, which updated certain provisions in his employment agreement. Under the agreement, if the Company terminated Mr. Sullivan's employment without cause or Mr. Sullivan terminated his employment for good reason, then Mr. Sullivan was entitled to receive 12 months of salary continuation, 12 months of benefits continuation, and a prorated bonus for the year of termination, and if the termination of Mr. Sullivan's employment was in connection with a change in control, then, in lieu of the benefits described above, Mr. Sullivan was entitled to receive 18 months of salary continuation, 18 months of benefits continuation, a bonus for the year of termination paid at 150% of target, and accelerated vesting of his outstanding equity awards. Effective November 2, 2023, acting upon Alpine's recommendation and approval from the Compensation Committee and the Board, we amended and restated the agreement such that, if the termination of Mr. Sullivan's employment is in connection with a change in control, then Mr. Sullivan is entitled to receive 24 months of salary and benefits continuation (in lieu of 18 months as set forth prior to such amendment and restatement).

Messrs. Furlong, Macan, and Pfanstiel

In July 2021, the Company entered into restrictive covenant and severance agreements with each of Messrs. Furlong and Macan, which updated certain provisions in their original severance agreements, and in July 2025, the Company entered into a restrictive covenant and severance agreement with Mr. Pfanstiel. Under these restrictive covenant and severance agreements, if the Company terminates the executive's employment without cause or the executive terminates his employment for good reason, then the executive is entitled to receive 12 months of salary continuation and 12 months of benefits continuation. If the termination of the executive's employment is in connection with a change in control, then, in addition to the severance benefits above, the executive is entitled to receive a bonus for the year of termination paid at 100% of target and accelerated vesting of his outstanding equity awards.

Messrs. Furlong, Macan, Pfanstiel, and Sullivan

For purposes of these agreements, "cause" generally means: the executive's indictment, conviction, or plea of guilty or no contest to a felony or to a misdemeanor involving moral turpitude or that causes material damage to our public image or reputation, or to our operations or financial performance; gross negligence or willful misconduct with respect to the executive's duties and responsibilities to us; alcohol or illegal substance abuse in the event that we have reasonable grounds for suspecting that the executive is under the influence while at work and the executive's ability to perform his or her duties and responsibilities has been impaired; the executive's failure to timely execute a restrictive covenant agreement; willful refusal or failure to perform any specific material lawful direction from the Board not cured within 30 days after delivery of written notice; willful and material breach of any written agreement with or duty owed to us; or if we determine that the executive has intentionally omitted any requested information or falsified any disclosed information either in the executive's resume or during the interview process with us.

For purposes of these agreements, "good reason" generally means a material adverse change in the executive's position with us that reduces the executive's title, level of authority, duties, or responsibilities; a reduction in the

executive's base salary or target bonus; our failure to provide that the executive is eligible to participate in benefit plans on a basis at least as favorable as that of our other similarly situated senior corporate officers; or relocation of the executive's principal worksite by more than 35 miles, unless it reduces the executive's commute.

For purposes of these agreements, "change in control" generally means the occurrence of, in one transaction or a series of related transactions, any person becoming a beneficial owner, directly or indirectly, of our securities representing more than 50% of the voting power of our then-outstanding securities; a consolidation, share exchange, reorganization, or merger in which our equity holders immediately prior to such event own less than 50% of the voting power of the resulting entity's securities outstanding immediately following such event; the sale or other disposition of all or substantially all of our assets; or any similar event deemed by the Board to constitute a "change in control."

In consideration for the benefits extended under the severance agreements, our NEOs entered into restrictive covenant and invention assignment agreements with us, which agreements contain non-compete, non-solicitation, and intellectual property protections in our favor.

Equity Award Acceleration

Under the terms of the 2018 Plan, in connection with a change in control or similar corporate transaction, the Compensation Committee may choose, but is not required, to accelerate the vesting and exercisability of awards granted under the 2018 Plan.

Pay Versus Performance

As required by the pay versus performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the "Dodd-Frank Act"), we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the compensation actually paid ("CAP") to our Named Executive Officers, we are required to make various adjustments to amounts that are reported in the Summary Compensation Table, as the SEC's valuation methods for this section differ from those required in the Summary Compensation Table.

We do not utilize net income (loss) or total stockholder return ("TSR") in our executive compensation program. However, we do utilize several other performance measures to align executive compensation with our performance. As described in more detail in the section entitled "Narrative Disclosure to 2025 Summary Compensation Table," part of the compensation that our Named Executive Officers are eligible to receive consists of annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. Additionally, we view RSUs, which are an integral part of our executive compensation program, as related to the Company's performance although not directly tied to net income (loss) or TSR, because they provide incremental value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. We believe that RSU grants provide a meaningful incentive for our executives to remain in our employment and enhance stockholder value over time.

Stockholders should refer to the philosophy, policies, and practices in this proxy statement for a complete description of how executive compensation relates to the Company's performance measures and how the Compensation Committee makes it decisions related thereto. The Compensation Committee did not consider this SEC-required pay versus performance analysis and disclosure below in making its pay decisions for any of the years shown.

Pay Versus Performance Table

The following table provides the information required to be disclosed for our Named Executive Officers for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023 along with the financial information required to be disclosed for each fiscal year. We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, and have elected to provide in this proxy statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies.

Year			Summary Compensation Table Total for the Principal Executive Officer ("PEO")(1)			Compensation actually paid to PEO(2)(3)			Average Summary Compensation Table Total for Non-PEO NEOs(4)			Average Compensation Actually Paid to Non-PEO NEOs(3)(4)			Value of Initial Fixed $100 Investment Based on TSR(5)			Net Loss (in $ '000s)(6)
2025			$4,365,064			$2,195,077			$2,223,151			$1,414,030			$20			($38,998)
2024			$2,430,610			$1,827,289			$1,120,852			$660,930			$14			($43,708)
2023			$2,990,985			($1,941,901)			$1,261,044			$199,563			$26			($30,189)

(5)

The amounts reported in this column reflect our cumulative TSR, assuming an initial fixed $100 investment in the Company for the period starting December 31, 2020 through the end of each listed fiscal year. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measured period, assuming dividend reinvestment, and the difference between the Company share price at the end and the beginning of the measured period by the Company's share price at the beginning of the measured period. No dividends were paid on stock or option awards in 2023, 2024, and 2025.

Analysis of the Information Presented in the Pay Versus Performance Table

We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the pay versus performance table.

CAP and Net Income (Loss)

The following chart sets forth the relationship between CAP to Mr. Sullivan and the average CAP to our Named Executive Officers as a group (excluding Mr. Sullivan), and our net loss during the two most recently completed fiscal years.

 

CAP and Cumulative TSR

The following chart sets forth the relationship between CAP to Mr. Sullivan, the average CAP to our Named Executive Officers as a group (excluding Mr. Sullivan), and the Company's cumulative TSR over the two most recently completed fiscal years.

 

All information provided in this "Pay Versus Performance" section will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

PROPOSAL 3 -

ADVISORY VOTE ON EXECUTIVE COMPENSATION

2025 Advisory Vote on Executive Compensation

Since its initial public offering through December 31, 2023, the Company was an emerging growth company. Therefore, the Company was exempt from the requirements of Section 951 of the Dodd-Frank Act, which requires that companies provide stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of named executive officers ("Say on Pay"). Accordingly, 2024 was the first year in which we included a Say on Pay proposal in the proxy statement related to our annual meeting of stockholders. At our 2025 annual meeting of stockholders, our stockholders approved our Say on Pay proposal by 98.11% of the votes cast.

Following the vote, the Compensation Committee discussed this outcome with Alpine, the rest of the Board, and management.

In connection with the Company's acquisition of Greenbrook, on December 10, 2024, Messrs. Furlong, Macan, and Sullivan received PRSUs that would vest on December 31, 2025, subject to satisfaction of the applicable performance metrics and continuous service of the recipient through such date. The performance metrics were as follows: (i) 25% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended June 30, 2025; (ii) 50% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended September 30, 2025 and (iii) 25% of the award would be attained if the Company achieved cash flow breakeven for the fiscal quarter ended December 31, 2025. Performance criteria were not attained for the fiscal quarters ending June 30, 2025 and September 30, 2025, but were attained for the final quarter of 2025; as such, 25% of the PRSUs vested.

In February 2025, Messrs. Furlong, Macan, and Sullivan received RSUs that would vest on the first, second, and third anniversary of the original grant date and PRSUs for which achievement and vesting would depend upon the Company's achievement of cash balance growth targets as of December 31, 2025, 2026, and 2027, with the actual number of shares received ranging from 0% to 150% of the target award depending upon the amount of cash on the Company's balance sheet as of each such date (in each case, subject to the recipient continuing to provide service through the applicable date). As of December 31, 2025, the Company achieved the threshold year-end cash balance target for December 31, 2025, but it would not have done so in the absence of debt and equity financing that the Compensation Committee and the Board did not contemplate when they made the grants; as such, the Compensation Committee exercised negative discretion on the final result such that that portion of the award did not vest.

The current frequency of say on pay votes is annual.

2026 Advisory Vote on Executive Compensation

We are providing our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers as described in this proxy statement.

Our executive compensation programs are designed to attract, motivate, and retain our Named Executive Officers, who are critical to our long-term success and will drive the creation of stockholder value. Our goal is to maintain a compensation program that will fairly compensate our executive officers, attract and retain highly qualified executive officers, motivate the performance of our executive officers towards and reward the achievement of clearly defined corporate goals, and align our executive officers' long-term interests with those of our stockholders.

We are asking our stockholders to indicate their support for our Named Executive Officer compensation as described in this proxy statement. This vote is not intended to address any specific item of compensation; rather, it is designed to address the overall compensation of our Named Executive Officers and the philosophy, policies, and practices described in this proxy statement.

For Proposal 3 to be approved, we must receive a "For" vote from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the effect of votes against Proposal 3 but will otherwise count towards a quorum. Broker non-votes will not be counted for or against Proposal 3 and will have no effect on Proposal 3.

Because the vote on Proposal 3 is a non-binding, advisory vote, the result will not be binding on the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of our stockholders and will evaluate whether any actions are necessary to address the stockholders' concerns and will consider the outcome of the vote when making future executive compensation decisions to the extent that they can determine the causes of any significant negative voting results.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE, ON A NON-BINDING, ADVISORY BASIS, "FOR" PROPOSAL 3.

PROPOSAL 4 -

APPROVAL OF THE NEURONETICS, INC. 2026 EQUITY INCENTIVE PLAN

The Company is asking the stockholders to approve the Neuronetics, Inc. 2026 Equity Incentive Plan (the "2026 Plan"). Our Board believes that our success depends, in large part, on our ability to maintain a competitive position by attracting and retaining the best available personnel for positions of substantial responsibility; providing additional incentive to employees, directors, and consultants; and promoting the success of the Company's business. We believe that a stock-based compensation program is central to this objective. On March 18, 2026, upon the recommendation of the Compensation Committee, and subject to stockholder approval, the Board adopted the 2026 Plan.

The terms of the 2018 Plan, as applicable, will continue to govern the outstanding awards granted under the 2018 Plan.

If our stockholders approve this Proposal 4, no additional awards will be granted under the 2018 Plan, and no new shares of common stock will be added to the share reserve under the 2018 Plan pursuant to its evergreen provision, beginning on the date of approval. Additionally, the share reserve under the 2018 Plan will be decreased to the number of shares of common stock reserved for all outstanding awards under the 2018 Plan.

If our stockholders do not approve this Proposal 4, the 2026 Plan will not become effective, the 2018 Plan will not be amended by the Board to reduce the share reserve, and the 2018 Plan will continue in its current form, including with respect to the evergreen provision.

The following is a brief summary of the 2026 Plan, a copy of which is attached as Appendix A to this proxy statement.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE "FOR" PROPOSAL 4.

DESCRIPTION OF THE 2026 PLAN

The purpose of Proposal 4 is to assist the Company in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company. The Company is proposing to approve the 2026 Plan as described in Proposal 4. The 2026 Plan is intended to enable those persons to acquire or increase an ownership interest in the Company in order to strengthen the mutuality of interests between them and the stockholders, and to provide those such persons with performance incentives to expend their maximum efforts in the creation of stockholder value.

Our Board believes that our future success depends, in large part, on our ability to remain competitive in attracting, retaining and motivating our employees, consultants and directors and that the issuance of equity awards is a key element in accomplishing these goals. The 2026 Plan will allow us to continue to provide performance-based incentives to our eligible employees, consultants and directors, in particular as we grow our workforce to support our new strategy.

The Size of Our Share Reserve Request Is Reasonable

As of the Record Date, we had 5,780,542 shares of common stock available for grant under the 2018 Plan. If the 2026 Plan is approved by our stockholders, we will have the same number of shares of common stock available for grant immediately after the Annual Meeting (the "Neuronetics Shares"). In addition, the 2026 Plan (like the 2018 Plan) will include an evergreen provision pursuant to which the number of shares of common stock available for grant will automatically increase on January 1st of each year starting on January 1, 2027 and ending on January 1, 2036 in an amount equal to 4% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. If the 2026 Plan is not approved by our stockholders, the 2018 Plan will continue in effect, but we will be limited in the grants that we will be able to make to our employees and other service providers, which could place us in a disadvantageous position as compared with our competitors, potentially resulting in reduced retention and slower or less hiring. Although the Company also maintains an inducement plan, that plan is only available to make grants to new employees; we cannot use the inducement plan to make grants to existing employees or to directors or consultants.

We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

We continue to believe that equity awards are a vital part of our overall compensation program. However, we recognize that equity awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, both in terms of how large such reserve is (our "overhang," or the number of shares subject to options issued plus available to be granted as a percentage of weighted-average shares outstanding) and how quickly we use such reserve (our "burn rate," or the number of shares subject to stock options granted each year as a percentage of weighted-average number of shares outstanding), to ensure that we maximize stockholders' value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees.

The tables below show our total number of shares subject to outstanding stock options and our overhang under our existing equity plans and our burn rate information.

The annual share usage for the last three fiscal years was as follows:

Administration

The Compensation Committee will administer the 2026 Plan. The Compensation Committee, acting as the administrator of the 2026 Plan has, among other things, the discretionary authority to interpret the 2026 Plan, determine eligibility for and grant awards, determine the number of shares subject to any award made under the

2026 Plan, determine, modify or waive the terms and conditions of any award, prescribe forms, rules and procedures, and do all things necessary to carry out the purposes of the 2026 Plan, all subject to the provisions of and limitations in the 2026 Plan. All determinations of the Compensation Committee made under the 2026 Plan will be conclusive and will bind all parties. The Compensation Committee may, in its discretion, delegate to one or more individuals the day-to-day administration of the 2026 Plan and any of the functions assigned to the Compensation Committee in the 2026 Plan.

Eligibility

The persons eligible to receive awards under the 2026 Plan are Neuronetics' non-employee directors, officers, other employees, consultants and other persons who provide services to Neuronetics. An employee on leave of absence may be considered as still in Neuronetics' employ for purposes of eligibility for participation in the 2026 Plan. As of the Record Date, approximately 670 non-employee directors and employees would be eligible to participate in the 2026 Plan. In addition, current consultants would be eligible to participate in the 2026 Plan.

The following table sets forth summary information as to outstanding awards that would have been granted under the 2026 Plan to the Named Executive Officers, non-employee directors, non-executive employees, and consultants if the 2026 Plan had been in effect during 2025:

Stock Options and Stock Appreciation Rights

The Compensation Committee is authorized to grant stock options, including both nonqualified stock options, and incentive stock options ("ISOs"), which can result in potentially favorable tax treatment to the recipient, and stock appreciation rights entitling the recipient to receive the amount by which the fair market value of a share of the Neuronetics Shares on the date of exercise exceeds the grant price of the stock appreciation right. The exercise price per share subject to an option and the grant price of a stock appreciation right cannot be less than the fair market value of a share of Neuronetics Shares on the date of grant. For purposes of the 2026 Plan, the term "fair market value" means the closing sales price per share of the Neuronetics Shares as reported on the principal stock exchange or market on which the Neuronetics Shares are traded on the date as of which such value is being determined or, if there is no sale on that date, then on the last previous day on which a sale was reported. If the Neuronetics Shares are not listed on any such exchange or market, the Compensation Committee will make a good faith determination of the fair market value. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the Compensation Committee, except that no option or stock appreciation right may have a term exceeding ten years, and the minimum vesting schedule for stock options is six months. Methods of exercise and settlement and other terms of the stock appreciation right are determined by the Compensation Committee. As determined by the Compensation Committee and included in an award agreement, options may be exercised by payment of the exercise price in cash, shares of Neuronetics Shares underlying the award or owned shares having a fair market value equal to the exercise price, as the Compensation Committee may determine from time to time.

Unless otherwise determined by the Compensation Committee (in an award agreement or otherwise) or as otherwise directed in writing to Neuronetics by a participant holding an option, each option outstanding on the trading day prior to the date the option would otherwise expire with an exercise price per share that is less than the fair market value per share of Neuronetics Shares as of such date will automatically and without further action by the participant or Neuronetics be exercised on such date. This automatic exercise feature does not apply to an option if the participant incurs a termination of employment on or before the date immediately prior to the end of the option's term.

Restricted Stock and Restricted Stock Units

The Compensation Committee is authorized to grant restricted stock and restricted stock units. Restricted stock is a grant of shares of Neuronetics Shares which may not be sold or disposed of, and which will be subject to any risks of forfeiture and other restrictions as the Compensation Committee may impose. An eligible person granted restricted stock generally has all of the rights of a Neuronetics stockholder, unless otherwise determined by the Compensation Committee. An award of restricted stock units confers upon the recipient the right to receive Neuronetics Shares or their cash equivalent at the end of a specified restriction period and/or performance period, subject to any risks of forfeiture and other restrictions as the Compensation Committee may impose. Prior to settlement in Neuronetics Shares, an award of restricted stock units carries no voting or dividend rights or other rights associated with share ownership, although dividend equivalents may be granted, as discussed below.

Dividend Equivalents

The Compensation Committee is authorized to grant dividend equivalents conferring on recipients the right to receive, on a deferred basis, an amount equal in value to dividends paid on a specific number of shares of Neuronetics Shares.

Other Stock-Based Awards

The Compensation Committee is authorized to grant awards that are denominated or payable in, valued by reference to, or otherwise based on or related to shares of Neuronetics Shares. The Compensation Committee determines the terms and conditions of those awards.

Performance Awards

The Compensation Committee is authorized to grant performance awards to eligible persons on terms and conditions established by the Compensation Committee. The performance goals to be achieved during any performance period, and the length of the performance period, are determined by the Compensation Committee upon the grant of the performance award; provided that the minimum performance period is one year. Performance awards may be settled by delivery of cash, shares, or any combination, as determined by the Compensation Committee.

For performance awards, the Compensation Committee shall determine the financial or operational performance, stock-performance related or individually-based goals.

Impact of Certain Termination Events on Awards

Specific events that lead to termination of a participant's employment with Neuronetics or a subsidiary have been added to the 2026 Plan and have the following consequences on outstanding awards:

Clawbacks

Neuronetics shall have the right to recoup or "claw back" any payment made with respect to an award under the 2026 Plan to the extent necessary to comply with the Company's clawback policy and applicable federal securities laws.

Other Terms of Awards

Awards may be settled in the form of cash or shares, other awards or a combination in the discretion of the Compensation Committee. Net settlement for the payment of tax obligations or the exercise price, if applicable, is authorized to the extent allowable by law. Awards granted under the 2026 Plan generally may not be pledged or otherwise encumbered and are not transferable except by will or by the laws of descent and distribution, or to a designated beneficiary upon the participant's death, except that the Compensation Committee may, in its discretion, permit transfers for estate planning or other purposes subject to any applicable restrictions under Rule 16b-3. Unless otherwise provided by the Compensation Committee in an award agreement, the vesting schedule or forfeiture period for awards shall be at least six months from the date of grant.

Impact of a Change in Control

In the case of a change in control:

If more specific terms are set forth in any separate plan document or agreement between Neuronetics and any participant, such separate plan or agreement shall govern the treatment of awards. The Compensation Committee has approved acceleration of vesting or lapse of forfeiture restrictions for the Neuronetics Named Executive Officers on a "double-trigger" basis under their employment agreements.

Amendment and Termination

The Board or the Compensation Committee may amend, alter, suspend, discontinue or terminate the 2026 Plan, or the Compensation Committee's authority to grant awards under the 2026 Plan, or any award agreement, without the consent of stockholders or participants, except that any such amendment shall be subject to approval of the Neuronetics stockholders in the manner and to the extent required by applicable law (including applicable stock exchange requirements). If required by applicable law or listing requirements, and except for certain capitalization adjustments, Neuronetics will seek Neuronetics stockholder approval of any amendment of the 2026 Plan that (i) materially increases the number of shares of Neuronetics Shares available for issuance under the 2026 Plan, (ii) materially expands the class of individuals eligible to receive awards under the 2026 Plan, (iii) materially increases the benefits accruing to participants under the 2026 Plan, (iv) materially reduces the price at which shares of Neuronetics Shares may be issued or purchased under the 2026 Plan, (v) materially extends the term of the 2026 Plan, or (vi) materially expands the types of awards available for issuance under the 2026 Plan. Except as otherwise provided in the 2026 Plan or an award agreement, no amendment of the 2026 Plan will materially impair a participant's rights under an outstanding award without the participant's written consent.

Notwithstanding the foregoing, neither the Board nor the Compensation Committee can materially and adversely affect the rights of a participant without the consent of the affected participant. No amendment, suspension or termination of the 2026 Plan shall impair the rights of any participant under an outstanding award, unless agreed to in a writing signed by the participant and Neuronetics. The Compensation Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any award except as otherwise provided in the 2026 Plan.

Material U.S. Federal Income Tax Consequences of Awards

The following is a summary of material U.S. federal income tax considerations relating to the 2026 Plan. The summary is based on U.S. federal income tax laws and regulations presently in effect, which are subject to change, possibly retroactively. Tax laws are complex and may vary depending on individual circumstances and from locality to locality. This discussion does not purport to be a complete description of the U.S. federal income tax aspects of the 2026 Plan and does not address state, local or foreign tax consequences. All participants in the 2026 Plan are urged to consult their own tax advisors regarding the U.S. federal, state, local, and foreign income and other tax consequences of participating in the 2026 Plan based on the participant's personal circumstances.

Nonqualified Stock Options.Under the Code, the grant of a nonqualified stock option is generally not taxable to the optionee. On exercise of a nonqualified stock option granted under the 2026 Plan, an optionee will recognize ordinary income equal to the excess, if any, of the fair market value of the shares acquired over the exercise price. The optionee's tax basis in those shares will be equal to their fair market value on the date of exercise of the option, and the optionee's holding period for those shares will begin on that date. Upon an optionee's sale of shares acquired pursuant to the exercise of a nonqualified stock option, any difference between the sale price and the fair market value of the shares on the date when the stock option was exercised will be treated as long-term or short-term capital gain or loss.

If an optionee pays for shares of stock on exercise of an option by delivering Neuronetics Shares, the optionee will not recognize gain or loss on the shares delivered, even if the fair market value of such shares differs from the optionee's tax basis in such shares. The optionee, however, will be taxed on the exercise of the option in the manner described above as if he had paid the exercise price in cash. The tax basis of the shares received upon exercise will be the tax basis of the shares delivered as payment, share for share, to the extent the number of shares received equals the number of shares delivered as payment. In addition, the holding period of the shares received will include the holding period of the shares delivered as payment. The optionee's tax basis and holding period for any shares received in excess of the number of shares delivered by the optionee will be the same as if the optionee had exercised the option solely in exchange for cash.

Upon an optionee's exercise of a nonqualified stock option, Neuronetics or the applicable subsidiary will generally be entitled to a deduction for U.S. federal income tax purposes at such time and in the same amount

recognized as ordinary income to the optionee, subject to the possible limitations on deductibility under Section 280G of the Code for compensation paid to executives designated in those sections, and provided that Neuronetics effects withholding with respect to the deemed compensation.

Incentive Stock Options. The 2026 Plan provides for the grant of stock options that qualify as ISOs as defined in section 422 of the Code. Under the Code, an optionee generally is not subject to tax upon the grant or exercise of an ISO. In addition, if the optionee holds a share of stock received on exercise of an ISO for at least two years from the date the option was granted and at least one year from the date the option was exercised (the "Required Holding Period"), the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the holder's tax basis in that share will be long-term capital gain or loss.

If, however, an optionee disposes of a share of stock acquired on exercise of an ISO before the end of the Required Holding Period, (a "Disqualifying Disposition") the optionee generally will recognize ordinary income in the year of the Disqualifying Disposition equal to the excess, if any, of the fair market value of the share on the date the ISO was exercised (or, if less, the amount realized on such Disqualifying Disposition) over the exercise price. If the amount realized on a Disqualifying Disposition exceeds the fair market value of the share on the date of exercise of the option, the excess gain recognized will be short-term or long-term capital gain, depending upon the length of time the shares have been held after the date of exercise.

If an optionee exercises an ISO by delivering shares of stock acquired by an earlier exercise of an ISO, and the previously acquired shares have not been held for the Required Holding Period, the optionee will recognize ordinary income on the Disqualifying Disposition.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired on exercise of an ISO exceeds the exercise price of that option generally will be an adjustment included in the optionee's alternative minimum taxable income for the year in which the option is exercised. If, however, there is a Disqualifying Disposition of the share in the year in which the option is exercised, there will be no adjustment with respect to that share. If there is a Disqualifying Disposition in a later year, no income with respect to the Disqualifying Disposition is included in the optionee's alternative minimum taxable income for that year.

Neuronetics is not entitled to take a deduction for U.S. federal income tax purposes with respect to the grant or exercise of an incentive stock option or the disposition of a share acquired on exercise of an incentive stock option after the Required Holding Period. However, if there is a Disqualifying Disposition of a share, Neuronetics is entitled to a deduction in an amount equal to the ordinary income includible in income by the optionee, subject to the possible limitations on deductibility under Section 280G of the Code for compensation paid to executives designated in that section, and provided that Neuronetics effects withholding with respect to the deemed compensation.

Stock Appreciation Rights. Neuronetics may grant stock appreciation rights ("SARs") separate from any other award or in tandem with options under the 2026 Plan. Generally, the recipient of a SAR will not recognize any taxable income at the time the SAR is granted. When the SAR is exercised, the recipient receives the appreciation inherent in the SARs in cash and such cash will be taxable as ordinary compensation income to the recipient at the time that the cash is received. If the recipient receives the appreciation inherent in the SARs in shares of stock, the recipient will recognize ordinary compensation income equal to the excess of the fair market value of the stock on the day it is received over any amounts paid by the recipient for the stock. Neuronetics will be entitled to a deduction for U.S. federal income tax purposes in an amount equal to the amount recognized by the recipient as ordinary income, subject to the possible limitations on deductibility under Section 280G of the Code for compensation paid to executives designated in those sections, and provided that Neuronetics effects withholding with respect to the deemed compensation.

SARs may be issued in tandem with a stock option. Under this type of arrangement, the exercise of a SAR will result in the cancellation of an option, and the exercise of an option will result in a cancellation of a SAR. If the recipient of a tandem SAR elects to surrender the underlying option in exchange for cash or shares of stock equal to the appreciation inherent in the underlying option, the tax consequences to the recipient will be the same as discussed above relating to the SARs. If the recipient elects to exercise the underlying option, the holder will be taxed at the time of exercise as if he or she had exercised a nonqualified stock option, as previously discussed above. As a result, the recipient will recognize ordinary income for federal tax purposes measured by the excess of the then fair market value of the shares of stock over the exercise price.

Restricted Stock. Generally, the recipient of a stock award will recognize ordinary compensation income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received under the 2026 Plan (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file a "section 83(b) election" with the Internal Revenue Service, within 30 days of his or her receipt of the stock award, to recognize ordinary compensation income at the time the shares are awarded in an amount equal to their fair market value at that time, notwithstanding that such shares are not vested and may be subsequently forfeited. If a recipient makes such an election, the recipient will not recognize any additional taxable income at the time the shares become vested, but if the shares are later forfeited, the recipient will not be allowed a tax deduction for the forfeited shares.

The recipient's basis for the determination of gain or loss upon the subsequent disposition of shares acquired as stock awards will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested. Upon the disposition of any stock received as a stock award under the 2026 Plan, the difference between the sales price and the recipient's basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year from the date as of which he or she would be required to recognize any compensation income.

Neuronetics will be entitled to a deduction for U.S. federal income tax purposes equal to the amount of ordinary income taxable to the recipient, subject to the possible limitations on deductibility under Section 280G of the Code for compensation paid to executives designated in that section and provided that Neuronetics effects withholding with respect to the deemed compensation.

Restricted Stock Units.A participant normally will not realize taxable income upon the award of Neuronetics RSUs. A participant will be subject to tax on the earlier of the year in which the participant receives the underlying shares of Neuronetics Shares or the year in which the award is no longer subject to a substantial risk of forfeiture. In that year, the participant will recognize income equal to the fair market value of the Neuronetics Shares received, or no longer subject to a substantial risk of forfeiture, and Neuronetics will be entitled to a deduction in the same amount, provided that such amount constitutes an ordinary and necessary business expense for Neuronetics and is reasonable in amount, and either the employee includes that amount in income or Neuronetics timely satisfies its reporting requirements with respect to that amount.

Performance based Awards.A participant who has been granted a performance-based award generally will not recognize taxable income at the time of grant, and Neuronetics will not be entitled to a deduction for U.S. federal income tax purposes at that time. When an award is paid, whether in cash or Neuronetics Shares, the participant generally will recognize ordinary income, and Neuronetics will be entitled to a corresponding deduction, provided that such amount constitutes an ordinary and necessary business expense for Neuronetics and is reasonable in amount, and either the employee includes that amount in income or Neuronetics timely satisfies its reporting requirements with respect to that amount. The participant's tax basis in any shares acquired pursuant to a performance-based award is the amount recognized by him or her as income attributable to such shares. Upon a subsequent disposition of the shares, the participant will generally realize a capital gain or loss, as applicable.

Other Stock Awards. The U.S. federal income tax consequences of any other stock awards will depend upon the specific facts and circumstances of each award, including, in particular, the nature of any restrictions imposed with respect to the awards.

Dividend Equivalents. Generally, the recipient of a dividend equivalent award will recognize ordinary compensation income at the time the dividend equivalent award is received equal to the fair market value of the amount received. Neuronetics generally will be entitled to a deduction for U.S. federal income tax purposes equal to the amount of ordinary income that the employee is required to recognize as a result of the dividend equivalent award, subject to the possible limitations on deductibility under Section 280G of the Code for compensation paid to executives designated in those sections, and provided that Neuronetics effects withholding with respect to the deemed compensation.

Tax Withholding.Ordinary income recognized in connection with the receipt or exercise of an award under the 2026 Plan is subject to income and employment tax wage withholding, unless the participant is not an employee of Neuronetics, or any subsidiary or affiliate. Neuronetics, or any subsidiary or affiliate, may deduct from all payments made under the 2026 Plan, an amount (which may include Neuronetics Shares) to satisfy any federal, state, local or foreign withholding obligations with respect to any award.

Section 409A. Section 409A of the Code governs the taxation of deferred compensation. Awards received under the 2026 Plan are intended to be exempt from the requirements of section 409A where possible. However, there can be no assurance that awards designed to be exempt from section 409A will in fact be exempt. An award that is subject to section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, an interest penalty and an additional 20% tax on the amount underlying the award.

Section 280G. Under certain circumstances, the accelerated vesting or exercise of options or the accelerated lapse of restrictions on stock awards in connection with a change in control could be deemed an "excess parachute payment" for purposes of the parachute tax provisions of section 280G of the Code. In that event, the grantee could be subject to a 20% excise tax and Neuronetics or applicable subsidiary could be denied a tax deduction with respect to a portion of the grants.

DIRECTOR COMPENSATION

The Board has adopted a compensation policy with respect to the compensation of our non-employee directors who are not serving due to an affiliation with our investors. Pursuant to this policy, in 2025, each non-employee director received annual cash compensation of $55,000, and the Chair of the Board received an additional $60,000.

Additionally, annual cash compensation for committee membership is as follows: