Stem, Inc. (NYSE: STEM) appoints CEO Arun Narayanan as Class I board director

Rhea-AI Filing Summary

Stem, Inc. reported that its Board of Directors increased the board size from seven to eight members and appointed Chief Executive Officer Arun Narayanan as a Class I director, effective December 1, 2025. This fills the new vacancy created by the expansion of the board.

The company stated that Mr. Narayanan will receive no additional compensation for his service as a director. It also disclosed that there are no related-party arrangements or transactions involving him or his immediate family that require reporting, underscoring that the appointment is not tied to any disclosable agreements or transactions.

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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 1, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On December 1, 2025, the Board of Directors (the “Board”) of Stem, Inc. (the “Company”) on recommendation of the Nominating, Governance and Sustainability Committee of the Board, (i) increased the size of the Board from seven to eight directors and (ii) appointed Arun Narayanan, Chief Executive Officer of the Company, to the Board as a Class I Director, effective immediately, to fill the vacancy created by such increase. Mr. Narayanan will receive no compensation for his service as a director of the Board.

There are no arrangements or understandings between Mr. Narayanan, or any other person, pursuant to which he was appointed as a member of the Board, and neither Mr. Narayanan nor any member of his immediate family is party to any transaction of the type that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this report:

Exhibit No.						Description
99						Stem, Inc. Press Release, dated December 3, 2025
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: December 3, 2025			By:			/s/ Saul R. Laureles
						Name:			Saul R. Laureles
						Title:			Chief Legal Officer and Secretary

_____________________________________________________________________________________________

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FAQ

What board change did Stem, Inc. (STEM) announce?

Stem, Inc. disclosed that its Board of Directors increased in size from seven to eight members and appointed Chief Executive Officer Arun Narayanan to the Board as a Class I director, effective December 1, 2025.

What role will CEO Arun Narayanan have on Stem, Inc.'s (STEM) board?

Arun Narayanan, the Chief Executive Officer of Stem, Inc., has been appointed as a Class I director on the Board, filling the vacancy created when the board expanded to eight members.

Will Arun Narayanan receive additional compensation as a Stem, Inc. (STEM) director?

No. Stem, Inc. stated that Arun Narayanan will receive no compensation for his service as a director of the Board beyond his role as Chief Executive Officer.

Were there any arrangements or related-party transactions tied to Arun Narayanan’s appointment at Stem, Inc. (STEM)?

The company reported that there are no arrangements or understandings with Arun Narayanan or any other person regarding his appointment, and that neither he nor his immediate family is party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

What exhibit did Stem, Inc. (STEM) include with this 8-K?

Stem, Inc. included a press release dated December 3, 2025 as Exhibit 99 and a Cover Page Interactive Data File as Exhibit 104.