Stem, Inc. Announces 1-for-20 Reverse Stock Split
The Company’s stockholders approved a reverse stock split at a ratio of between 1-for-10 and 1-for-20 at the Company's Annual Meeting of Stockholders held on June 4, 2025. The Company’s Board of Directors (the “Board”) subsequently determined the final reverse split ratio on June 9, 2025.
At the Effective Time, every 20 shares of the Company's issued and outstanding common stock will be automatically combined into 1 share of common stock. This is expected to reduce the number of issued and outstanding shares of common stock from approximately 167 million to approximately 8.4 million. Also at the Effective Time, the number of authorized shares of the Company's common stock will be reduced from 500,000,000 to 250,000,000. In addition, adjustments proportionate to the 1-for-20 split ratio will be made to the number of shares of common stock available for issuance under the Company’s equity incentive plans; the number of shares issuable, and the applicable exercise prices under the Company’s outstanding equity awards under such plans and any outstanding warrants; the conversion rates of outstanding convertible notes, in accordance with the related indentures; the strike prices of existing capped call options; the number of shares authorized for issuance pursuant to the convertible notes and capped call options; the shares reserved for issuance under any equity plan, outstanding equity award, convertible notes, capped call options or otherwise, and as otherwise described in the Company's proxy statement filed with the Securities and Exchange Commission on April 23, 2025 (the "Proxy Statement").
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares will be issued, if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each such stockholder will be entitled to receive a cash payment in lieu of a fractional share.
Computershare Trust Company, N.A., is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders holding their shares electronically are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the reverse stock split and will receive payment for any fractional shares in accordance with their respective bank's, broker's, or nominee's particular processes.
Additional information about the reverse stock split can be found in the Proxy Statement and on the Company's Investor Relations website at investors.stem.com.
Forward-Looking Statements This press release, as well as other statements we make, contains “forward-looking statements” within the meaning of the federal securities laws, which include any statements that are not historical facts. Such statements often contain words such as “expect,” “may,” “can,” “believe,” “predict,” “plan,” “potential,” “projected,” “projections,” “forecast,” “estimate,” “intend,” “anticipate,” “ambition,” “goal,” “target,” “think,” “should,” “could,” “would,” “will,” “hope,” “see,” “likely,” and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, such as statements about our reverse stock split and authorized share reduction and the timing thereof; the potential impact of the reverse stock split and authorized share reduction, including their potential impacts on stockholders and on our stock price; and our ability to regain and maintain compliance with the minimum average closing price requirement for continued listing on the NYSE. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results or outcomes to differ materially from those expressed or implied by such forward-looking statements, including but not limited to the risks that the reverse stock split and authorized share reduction may adversely impact our results of operations, business operations and reputation with or ability to serve our stockholders and/or customers, and the trading prices and volatility of our common stock, our inability to execute on, and achieve the expected benefits from, our operational and strategic initiatives, including our cost reduction and restructuring efforts; our inability to successfully execute on our new software and services-centric strategy; uncertainty around the status of the Inflation Reduction Act of 2022 as a result of the change in
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Stem Investor Contacts
Erin Reed, Stem
Marc Silverberg, ICR
IR@stem.com
Source: Stem, Inc.
