SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2025

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

19.     SHARE-BASED COMPENSATION

The amount of share-based compensation expense recognized by the Company by location in its consolidated statements of operations for the three months ended March 31, 2025 and 2024 is as follows (in thousands):

	Three Months Ended March 31,
	2025		2024
Cost of revenues	$	27	$	34
Sales and marketing		84		350
General and administrative		1,157		777
Research and development		176		177
Total	$	1,444	$	1,338

2018 Equity Incentive Plan

In June 2018, the Company adopted the 2018 Equity Incentive Plan, (the “2018 Plan”), which authorized the issuance of up to 1.4 million shares, subject to an annual 4% increase based on the number of shares of common stock outstanding, in the form of restricted stock, stock appreciation rights and stock options to the Company’s directors, employees and consultants. Effective as of December 9, 2024, the Company authorized the issuance of up to 5,592,670 shares under the 2018 Plan.The amount and terms of grants are determined by the Company’s board of directors. All stock options granted to date have had exercise prices equal to the fair value, as determined by the closing price as reported by the Nasdaq Global Market, of the underlying common stock on the date of grant. The contractual term of stock options is up to 10 years, and stock options are exercisable in cash or as otherwise determined by the board of directors. Generally, stock options vest 25% upon the first anniversary of the date of grant and the remainder ratably monthly thereafter for 36 months. Restricted stock units generally vest ratably in three equal installments on the first, second and third anniversaries of the grant date. PRSUs generally vest based on attainment of performance metrics, such as achievement of cash flow breakeven or retention of key employees as determined by the Company’s board of directors. The fair value of the PRSU awards are determined using a risk neutral Monte Carlo simulation valuation model. As of March 31, 2025, there were 4.1 million shares available for future issuance under the 2018 Plan.

2020 Inducement Incentive Plan

In December 2020, the Company adopted the 2020 Inducement Incentive Plan (the “2020 Plan”), which authorized the issuance of up to 0.4 million shares, subject to increase by approval of the Company’s board of directors, in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and other stock awards to eligible employees who satisfy the standards for inducement grants under Nasdaq Global Market rules. In March 2022, the Company’s board of directors approved an additional 0.5 million shares for the issuance under the 2020 Plan. Effective as of December 9, 2024, the Company authorized the issuance of up to 1,400,000 shares under the 2020 Plan. An individual who previously served as an employee or director of the Company is not eligible to receive awards under the 2020 Plan. The amount and terms of grants are determined by the Company’s board of directors. As of March 31, 2025, there were 0.6 million shares available for future issuance under the 2020 Plan.

Stock Options

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2025:

				Weighted	Aggregate
	Number of	Weighted		average	average
	Shares under	average		Remaining	Intrinsic
	Option	Exercise Price		Contractual	Value
	(in thousands)	per Option		Life (in years)	(in thousands)
Outstanding at December 31, 2024	1,237	$	3.75
Granted	—	$	—
Exercised	(5)	$	1.77
Forfeited and Expired	(9)	$	6.33
Outstanding at March 31, 2025	1,223	$	3.74	4.9	$	1,610
Exercisable at March 31, 2025	1,223	$	3.74	4.9	$	1,610
Vested and expected to vest at March 31, 2025	1,223	$	3.74	4.9	$	1,610

The Company recognized share-based compensation expense related to stock options of $0 and $0.1 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was no remaining unrecognized compensation cost related to non-vested stock options.

For the three months ended March 31, 2025, the Company did not grant stock options.

Restricted Stock Units and PRSUs

The following table summarizes the Company’s restricted stock unit and PRSU activity for March 31, 2025:

	Non-vested		Weighted	Non-vested		Weighted
	Restricted		average	PRSUs		average
	Stock Units		Grant-date			Grant-date
	(in thousands)		Fair Value	(in thousands)		Fair Value
Non-vested at December 31, 2024	3,553	$	3.10	1,700	$	2.45
Granted	1,071	$	4.42	340	$	4.46
Vested	(967)	$	3.96	—	$	—
Forfeited	(268)	$	2.66	(60)	$	1.14
Non-vested at March 31, 2025	3,389	$	3.30	1,980	$	2.83

The Company recognized $1.4 million and $1.3 million in share-based compensation expense related to the restricted stock units and PRSUs for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was $12.2 million of unrecognized compensation cost related to non-vested restricted stock units and PRSUs, which the Company expects to recognize over a weighted average period of 2.2 years. The total fair value at the vesting date of restricted stock units and PRSUs vested during the three months ended March 31, 2025 was $3.1 million.

During the period ended March 31, 2025, the Company granted PRSUs to certain key employees of Neuronetics, with vesting subject to the recipient’s continued service with the Company through the applicable vesting date and the achievement of certain performance conditions as outlined in the award document. The awards are subject to the Company’s 2018 Plan.

The Company offers our board of directors and certain employees the opportunity to defer restricted stock units into an equity-based deferred equity compensation plan, the Restricted Stock Unit Deferral Election Plan (“RSUDEP”). Benefits from the RSUDEP are payable in shares of the Company’s stock and the awards under

the RSUDEP are unfunded to the plans’ participants. Restricted stock units deferred under the RSUDEP are counted against the total shares available for future issuance under the 2018 Plan. As at March 31, 2025, there were 0.2 million shares deferred under this plan.