Narayanan Arun 4

What Happened

• Narayanan Arun, CEO of STEM, Inc., received equity awards (derivative grants) totaling 112,250 contingent units: 57,600 RSUs and 38,400 PSUs on Feb 26, 2026, and 16,250 PSUs on Jan 27, 2025. Each award was granted at $0.00 per unit (no cash exchanged) and is a right to receive common stock upon vesting or satisfaction of performance conditions.
• The 57,600 RSUs vest in three roughly equal annual installments (33% / 33% / 34%) beginning March 7, 2027. The 38,400 PSUs (Feb 26, 2026) and the 16,250 PSUs (Jan 27, 2025) vest only if the volume-weighted average price (VWAP) of STEM common stock meets specified 60-trading-day price targets.

Key Details

• Transaction types: A = Award/Grant (derivative); prices reported = $0.00 per unit.
• Transaction dates and amounts:
  • 2026-02-26: 57,600 RSUs (vest in ~33%/33%/34% installments starting 3/7/2027)
  • 2026-02-26: 38,400 PSUs (performance-based; VWAP target)
  • 2025-01-27: 16,250 PSUs (performance-based; VWAP target) — this grant was omitted from a prior Form 4 and disclosed now.
• Shares owned after transaction: not disclosed in this filing.
• Notable footnotes: F1 clarifies RSUs/PSUs convert to one share each upon vesting; F3–F4 explain PSU vesting ties to VWAP-based stock price targets; F2 details RSU vesting schedule.
• Filing timeliness: The Jan 27, 2025 PSU grant was inadvertently omitted from the earlier Form 4 and is now reported (late disclosure for that grant). Exhibit 24 (Power of Attorney) is attached.

Context

• These are grants, not open-market purchases or sales — they convey potential future ownership if vesting/performance conditions are met. PSUs are performance-based and may never vest if price targets aren't reached; RSUs are time-based subject to vesting schedule.
• Equity awards are a common form of executive compensation intended for retention and performance alignment. The grants had no immediate cash value to the CEO and did not generate proceeds or require outlay at grant.