Carlson Michael James 4

4 · STEM, INC. · Filed Jul 2, 2026

AI-generated summary of this filing

Updated Jul 2, 2026

STEM President Michael Carlson Receives Shares, Sells Some

What Happened

Michael Carlson, President, Managed Services at STEM, received 7,750 shares upon settlement of performance stock units (PSUs) on June 30, 2026 — recorded as acquisitions of 2,750 shares ($21,478) and 5,000 shares ($39,050) at $7.81 per share (total ≈ $60,528). A portion of those shares were automatically sold to cover taxes (a non‑discretionary "sell-to-cover").
Separately, Carlson sold 1,347 shares in an open-market transaction on July 2, 2026 at $7.85 per share, generating $10,574. The PSU settlement and sell-to-cover are not the same as a voluntary buy or sell decision.

Key Details

Transaction dates/prices:
- June 30, 2026: PSU settlement — acquired 2,750 shares ($7.81, $21,478) and 5,000 shares ($7.81, $39,050).
- June 30, 2026: Automatic sell-to-cover of shares to cover taxes (non-discretionary; see footnote).
- July 2, 2026: Open-market sale — disposed 1,347 shares @ $7.85 for $10,574.
Shares owned after transaction: Not specified in the filing.
Notable footnotes:
- F1: The automatic sale(s) were "sell to cover" for tax withholding and not discretionary.
- F2–F4: PSUs had a VWAP-based performance metric ($17.60 trigger) and were granted in 2025; portions vested on June 30, 2026 per the filing.
Filing timeliness: Form 4 was filed July 2, 2026 (timely relative to the reported transaction dates).

Context

These were not cash purchases; the insider received shares from vested performance awards (PSUs). Some shares were automatically sold to satisfy tax obligations (common on PSU/RSU settlements) — such sell-to-cover transactions do not necessarily indicate the insider’s market view.
The open-market sale on July 2 was a discretionary disposal (reported as an S transaction). For retail investors, purchases or voluntary large insider buys are often more informative than routine award settlements or tax-related sales.

Form 4

Period: 2026-06-30

President, Managed Services

Transactions

Exercise/Conversion
Common Stock, Par Value $0.0001 Per Share
2026-06-30$7.81/sh+2,750$21,478→ 27,208 total
Exercise/Conversion
Common Stock, Par Value $0.0001 Per Share
2026-06-30$7.81/sh+5,000$39,050→ 24,458 total
Sale
Common Stock, Par Value $0.0001 Per Share
[F1]
2026-07-02$7.85/sh−1,347$10,574→ 25,861 total
Exercise/Conversion
Performance Stock Unit
[F2][F3]
2026-06-30−2,750→ 2,750 total
→ Common Stock, Par Value $0.0001 Per Share (2,750 underlying)
Exercise/Conversion
Performance Stock Unit
[F2][F4]
2026-06-30−5,000→ 5,000 total
→ Common Stock, Par Value $0.0001 Per Share (5,000 underlying)

Footnotes (4)

[F1]Represents shares of common stock automatically sold to cover the reporting person's tax liability in connection with the settlement of PSUs on June 30, 2026. This "sell to cover" transaction does not represent a discretionary trade by the reporting person.
[F2]Each performance stock unit ("PSU") represented a contingent right to receive one share of the Issuer's common stock if the volume-weighted average price of the Issuer's common stock for any consecutive sixty (60) trading-day period equaled or exceeded $17.60 (the "Performance Metric") during a performance period ending on June 30, 2028 (the "Performance Period").
[F3]On June 30, 2025, the Reporting Person was granted 5,500 PSUs, 2,750 of which vested on June 30, 2026 following the Issuer's achievement of the Performance Metric during the Performance Period.
[F4]On July 28, 2025, the Reporting Person was granted 10,000 PSUs, 5,000 of which vested on June 30, 2026 following the Issuer's achievement of the Performance Metric.

Signature

/s/ Sarah Dunn, attorney-in-fact|2026-07-02

1 file