STEM, INC. 8-K

What Happened

• On March 6, 2026, STEM, Inc. (STEM) entered into an Open Market Sales Agreement with Jefferies LLC to establish an "at-the-market" (ATM) equity offering program. Under the program STEM may sell shares of its common stock (par value $0.0001) from time to time for aggregate gross proceeds up to $30,000,000. Sales may occur on the NYSE or otherwise at prevailing market prices, in block or negotiated transactions, or as otherwise permitted.

Key Details

• Size: Up to $30,000,000 in aggregate offering price of common stock.
• Agent/Fees: Jefferies LLC will act as sales agent and/or principal; STEM will pay up to a 3.0% commission on gross proceeds.
• Registration/Timing: Shares will be offered under STEM’s Form S-3 Registration Statement (No. 333-291820), declared effective Dec. 11, 2025; a prospectus supplement was filed March 6, 2026.
• Terms: STEM has no obligation to sell any shares and may suspend or terminate sales at any time; Jefferies will use commercially reasonable efforts to sell shares per the agreement. Gibson, Dunn & Crutcher LLP provided a legal opinion on the validity of the shares (filed as Exhibit 5).

Why It Matters

• This ATM program gives STEM a flexible way to raise capital as market conditions allow without a single large underwritten offering. For investors, the program can dilute existing holdings if and when shares are sold, but it also provides the company a ready mechanism to fund operations, growth, or debt needs without negotiating separate financings each time.