UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 8-K

_______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): March 612, 2026

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STEM, INC.

(Exact name of registrant as specified in its charter)

_______________________________________

Delaware

001-39455

85-1972187

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1400 Post Oak Boulevard, Suite 560, Houston, Texas 77056

(Address of principal executive offices including zip code)

1-877-374-7836

Registrant’s telephone number, including area code

_______________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common stock, par value $0.0001

STEM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 84.01 ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant.

~~On March 6, 2026, the Stem, Inc.~~ (~~the “Company”~~a) entered into an Open Market Sales AgreementSM (the “Sales Agreement”) with Jefferies LLC (the “Agent”), as sales agent and/or principal, providing for an “at-the-market” equity offering program pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $30,000,000 (the “Shares”) to or through the Agent in ordinary brokers’ transactions on the NYSE or otherwise, at market prices prevailing at the time of sale, in block transactions, in negotiated transactions, in any matter permitted by applicable law or as otherwise agreed with the Agent.

~~Subject~~On toMarch ~~the~~12, ~~terms and conditions of the Sales Agreement~~2026, the ~~Agent~~Audit ~~will~~Committee ~~use~~of ~~commercially~~the ~~reasonable~~Board ~~efforts~~of ~~consistent~~Directors ~~with its normal trading and sales practices to sell~~ (the ~~Shares~~“Board”) ~~from~~of ~~time to time~~Stem, ~~based~~Inc. ~~upon the Company’s instructions~~ (~~including any price or size limits~~ the “Company ~~may impose~~”). ~~The~~approved ~~Company~~the ~~has~~dismissal ~~no obligation to sell any~~ of ~~the~~Deloitte ~~Shares,~~& ~~and~~Touche ~~may~~LLP at(“Deloitte”) ~~any~~as ~~time suspend sales under~~ the ~~Sales~~Company’s ~~Agreement~~independent orregistered ~~terminate~~public ~~the~~accounting ~~Sales Agreement in accordance with its terms~~firm. The ~~Sales~~Company ~~Agreement~~accordingly ~~contains~~notified ~~representations,~~Deloitte ~~warranties and covenants that are customary for transactions~~ of ~~this~~such ~~type.~~action ~~The~~on ~~Company~~March ~~has~~13, ~~provided the Agent with customary indemnification rights~~2026.

~~The~~Deloitte’s ~~Company~~report ~~will~~on ~~pay~~ the ~~Agent~~Company’s aconsolidated ~~commission~~financial statements as of upDecember to31, ~~3.0%~~2024 ofand ~~the~~December ~~gross~~31, ~~proceeds~~2025, did not contain an adverse opinion or disclaimer of ~~any~~opinion, ~~Shares~~nor ~~sold~~were ~~pursuant~~they qualified or modified as to ~~the~~uncertainty, ~~Sales~~audit ~~Agreement~~scope or accounting principles.

~~The~~During ~~description~~the offiscal year ended December 31, 2024, the ~~Sales~~fiscal ~~Agreement~~year ~~set~~ended ~~forth~~December ~~herein~~31, ~~does~~2025, and the subsequent period through March 12, 2026, there were no: (i) disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not ~~purport~~resolved to beDeloitte’s ~~complete~~satisfaction, ~~and~~would ishave ~~qualified~~caused inDeloitte ~~its~~to ~~entirety~~make by reference to the ~~full~~subject ~~text~~matter ~~thereof,~~of ~~which~~the isdisagreement ~~attached~~in ~~hereto~~connection with its report or (ii) “reportable events,” as ~~Exhibit~~defined in Item 304(a)(1)(v) ~~and~~of ~~incorporated~~Regulation byS-K ~~reference~~and ~~herein~~related instructions.

The ~~Shares~~Company ~~being~~has ~~offered~~provided ~~pursuant~~Deloitte towith ~~the~~a ~~Sales~~copy ~~Agreement~~of ~~will~~the bedisclosures ~~offered~~made ~~and~~by ~~sold pursuant to~~ the Company’s ~~registration~~in ~~statement~~response onto ~~Form~~this ~~S-3~~Item ~~(Registration No~~4.01 ~~333-291820)~~and ~~(the~~has ~~“Registration~~requested ~~Statement”)~~that ~~declared~~Deloitte ~~effective~~furnish by the ~~Securities~~Company ~~and~~with ~~Exchange Commission (the “SEC”) on December 11, 2025, and~~ a ~~prospectus~~letter ~~supplement~~addressed ~~thereto~~to ~~filed with~~ the SEC onstating ~~March~~whether 6,it ~~2026. This~~agrees ~~Form~~with ~~8-K~~the ~~shall~~statements ~~not~~made ~~constitute~~by ~~an offer to sell or~~ the ~~solicitation~~registrant ofin anresponse ~~offer~~ to ~~buy~~this ~~any~~Item ~~securities~~4.01 and, ~~nor~~if ~~shall~~not, ~~there~~stating bethe ~~any~~respects ~~sale of these securities~~ in ~~any state or jurisdiction in~~ which ~~such~~it andoes ~~offer,~~not ~~solicitation~~agree. orA ~~sale~~copy ~~would~~of bethe ~~unlawful~~letter ~~prior~~from toDeloitte ~~the~~is ~~registration~~attached oras ~~qualification~~Exhibit ~~under~~16 ~~the~~to ~~securities~~this ~~law~~Current ofReport ~~any~~on ~~such~~Form ~~state or jurisdiction~~8-K.

In connection with the offering, the legal opinion of Gibson, Dunn & Crutcher LLP as to the validity of the Shares is filed as Exhibit 5 to this Current Report on Form 8-K. The Sales Agreement and the opinion filed herewith are incorporated by reference into the Registration Statement. (b)

On March 12, 2026, the Audit Committee of the Board approved the engagement of RSM US LLP (“RSM”) as the Company’s new independent registered public accounting firm, beginning with the review of the Company’s financial statements for the quarter ending March 31, 2026, and including the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2026. The engagement of RSM is subject to customary client acceptance procedures. During the years ended December 31, 2024, and December 31, 2025, and through March 12, 2026, the Company did not consult with RSM regarding any of the matters or events set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
1						Open Market Sales Agreement, dated March 6, 2026, between Stem, Inc. and Jefferies LLC, as sales agent and/or principal.
16						Letter from Deloitte & Touche LLP to the SEC dated March 17, 2026.
5						Opinion of Gibson, Dunn & Crutcher LLP.
23						Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STEM, INC.
Date: March 6, 2026	By:	/s/ Saul R. Laureles
Date: March 17, 2026	By:	/s/ Saul R. Laureles
		Name:	Saul R. Laureles
		Title:	Chief Legal Officer and Secretary

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