Carlson Michael James 4

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.