17.   SHARE-BASED COMPENSATION

The amount of share-based compensation expense recognized by the Company by location in its Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):

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2018 Equity Incentive Plan

In June 2018, the Company adopted 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. 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 PRSUs based upon the achievement of certain share prices are determined using a risk neutral Monte Carlo simulation valuation model. As of December 31, 2025, there were 3.4 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, which authorized the issuance of up to 0.4 million shares 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 issuance under the plan. An individual who previously served as an employee or director of the Company is not eligible to receive awards under this plan other than the following a bona fide period of non-employment. The amount and terms of grants are determined by the Company’s board of directors. In October 2025 the Company’s board of directors approved an additional 0.6 million shares for issurance under the plan. During the year ended December 31, 2025, grants made under the inducement pool totaled 0.7 million shares. As of December 31, 2025, there were 0.9 million shares available for future issuance under the 2020 Inducement Incentive Plan.

Stock Options

The following table summarizes the Company’s stock option activity for the years ended December 31, 2025, 2024 and 2023:

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The Company did not record any expense for share-based comp related to stock options for the year ended December 31, 2025 The Company recognized share-based compensation expense related to stock options of $0.1 million and $0.4 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2025, there was no remaining unrecognized compensation cost related to non-vested stock options. The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $0.0 million.

Restricted Stock Units

The following table summarizes the Company’s restricted stock unit and performance restricted stock unit activity for the years ended December 31, 2025, 2024 and 2023:

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The Company recognized share-based compensation expense related to restricted stock units and performance restricted stock units of $6.8 million, $5.5 million, and $6.9 million during the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, there was $11.9 million of unrecognized compensation cost related to non-vested restricted stock units and performance restricted stock units that the Company expects to recognize over a weighted-average period of 1.9 years. The total fair value at the vesting date of restricted stock units and performance restricted stock units vested during the years ended December 31, 2025, 2024 and 2023 was $5.5 million, $4.4 million, and $8.6 million, respectively.

During the year ended December 31, 2024 the Company granted performance restricted stock units to certain key employees of Neuronetics and Greenbrook, 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. For legacy Greenbrook employees who became Neuronetics employees in connection with the Arrangement, the awards are subject to the terms of the Company’s 2020 Inducement Incentive Plan. For legacy Neuronetics employees, the awards are subject to the Company’s 2018 Equity Incentive Plan.

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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 these plans are payable in shares of Neuronetics stock and the awards under this plan 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 Equity Incentive Plan. As December 31, 2025 there were 0.3 million shares deferred under this plan.

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The Company did not grant performance restricted stock units during the year ended December 31, 2023.