[8-K] STEM, INC. Reports Material Event

Rhea-AI Filing Summary

Stem, Inc. reported that on December 17, 2025, the U.S. District Court for the Northern District of California dismissed with prejudice all claims in a putative securities class action that had been filed against the company and certain former officers, directors, and employees. The case, titled In re Stem, Inc. Sec. Litig., Case No. 23-CV-02329-MMC, involved various allegations under federal securities laws.

A dismissal "with prejudice" means the claims in this case cannot be refiled in that court, which removes this particular litigation as an ongoing legal threat for Stem arising from the asserted securities law violations.

Insights

Securities litigation and risk analyst

Federal securities class action against Stem was fully dismissed with prejudice.

The U.S. District Court for the Northern District of California dismissed with prejudice all claims in a putative securities class action against Stem, Inc. and certain former officers, directors, and employees on December 17, 2025. The case, In re Stem, Inc. Sec. Litig., Case No. 23-CV-02329-MMC, asserted various claims under federal securities laws.

A dismissal with prejudice is a final decision on the asserted claims in this action, meaning the plaintiffs cannot bring the same claims again in that court. This outcome removes this specific securities class action as an ongoing legal overhang and eliminates the case-related uncertainty described in this report.

Future disclosures in company filings may provide additional context, such as whether there were any related costs or insurance impacts, but this report focuses solely on the fact of dismissal with prejudice and the closure of this particular litigation.

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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): December 17, 2025

_______________________________________

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. ☐

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Item 8.01 Other Events.

On December 17, 2025, the United States District Court for the Northern District of California entered an order dismissing with prejudice all claims in the putative securities class action pending against Stem, Inc. and certain of its former officers, directors and employees. The lawsuit made various claims under the federal securities laws and was captioned In re Stem, Inc. Sec. Litig., Case No. 23-CV-02329-MMC.

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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: December 19, 2025			By:			/s/ Saul R. Laureles
						Name:			Saul R. Laureles
						Title:			Chief Legal Officer and Secretary

_____________________________________________________________________________________________

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