🧾 What This Document Is

This is an 8-K filing, which companies use to announce major events to investors. This one contains two big announcements:

1. A consulting agreement with a recently retired executive.
2. The departure of the Chief Financial Officer (CFO).

👉 Why it matters: It signals leadership changes at the top, which investors watch closely for stability and strategic direction.

🏢 What The Company Does

Neuronetics, Inc. (ticker: STIM) is a medical technology company.

👉 In simple terms, they make and sell a non-drug, non-invasive brain stimulation device called NeuroStar Advanced Therapy. It's used primarily to treat major depression (MDD) in adults when medications haven't worked well enough. They also operate a network of treatment centers (Greenbrook TMS) across the U.S. that use their device.

👥 Executive Changes: The Dual Transition

This filing details two interconnected leadership changes.

📄 The Consulting Agreement (with Keith J. Sullivan)

• Who: Keith J. Sullivan, who recently retired from his executive role at Neuronetics.
• What: A one-year consulting agreement starting April 1, 2026.
• His Role: He will provide services like CEO transition advice, investor relations help, and support for Salesforce and customer engagement.
• Compensation: He won't get a salary. Instead, the key benefit is that his existing equity awards (like stock units) will continue to vest as if he were still an employee. This keeps him aligned with the company's success.
• Key Terms: The agreement includes strict confidentiality, non-compete, and non-solicitation clauses to protect Neuronetics' business.

💼 The CFO Departure (Steven E. Pfanstiel)

• Who: Steven E. Pfanstiel, the current Executive Vice President, CFO, and Treasurer.
• What: He is resigning to take a job outside the company.
• Timing: He will stay through May 1, 2026, to help with the handover. The company has already started searching for his replacement.
• Important Note: The filing explicitly states his decision is not due to any disagreement with the company's management or Board.

💰 Financial Health Check

Even with leadership changes, the company wanted to reassure investors on its financial outlook.

👉 Key Takeaway: Neuronetics reaffirmed its financial guidance for the fiscal year 2026 that it provided in March. This is a signal to the market that despite the CFO departure, the company's financial forecasts and plans remain unchanged for now.

📅 Key Dates & Contacts

• CFO Transition: Steven Pfanstiel's last day is May 1, 2026.
• Consulting Term: The agreement with Keith Sullivan runs until March 31, 2027.
• Investor Contact: Mike Vallie or Mark Klausner at ICR Healthcare. Phone: 443-213-0499. Email: [email protected].
• Media Contact: EvolveMKD. Phone: 646-517-4220. Email: [email protected].

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Proactive Transition: They've already secured a key former executive (Sullivan) for consulting support during the CEO transition, providing continuity.
• Reassurance on Guidance: Reaffirming financials is a strong move to calm investor nerves.
• Clear Communication: They've stated clearly that the CFO departure is amicable, which reduces uncertainty.

⚠️ Risks:

• Leadership Vacuum: Losing both a CFO and having a CEO in transition creates a temporary gap at the very top. The search for a new CFO adds a layer of uncertainty.
• Execution Risk: Any significant change in leadership can potentially disrupt strategic execution and company focus in the short term.

🧠 The Analogy

Imagine a sports team undergoing a major season. Their star coach has just retired (the CEO transition), and now their head of analytics (the CFO) is leaving for another team. To manage the change, they bring the retired coach back as a special consultant for the year. While the team announces that their game plan and season goals remain the same, fans are watching nervously to see how the new dynamics play out on the field.

🧩 Final Takeaway

Neuronetics is navigating a dual leadership transition with a former executive returning as a consultant and its CFO departing. The company's core message is one of stability: it has a transition plan in place and stands by its financial forecast, aiming to reassure investors during this period of change.