[Form 4] Stem, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brian Musfeldt, Chief Financial Officer of Stem, Inc. (STEM), received equity awards on 07/17/2025 totaling 22,000 underlying shares. The grants consist of 11,000 restricted stock units (RSUs) vesting in three nearly equal annual installments beginning August 7, 2026; 5,500 performance stock units (PSUs) that vest only if a 60-trading-day volume-weighted average price target is met; and 5,500 stock options with a $9.27 exercise price, exercisable through July 17, 2035 and vesting in the same three-installment schedule beginning August 7, 2026. Each RSU and PSU represents the contingent right to one share of common stock. Following these grants, Mr. Musfeldt beneficially owns 22,000 shares subject to these awards. The Form 4 was submitted by an attorney-in-fact on 08/19/2025.

Positive

• Alignment of interests: Mix of RSUs, PSUs, and options ties CFO compensation to retention and stock performance.
• Performance linkage: PSUs vest only if a 60-day VWAP target is met, linking rewards to sustained share-price improvement.

Negative

• Potential dilution: Grants total 22,000 underlying shares which will dilute existing shareholders if settled in shares.
• Details missing: Filing does not disclose company-wide share count or the specific PSU VWAP target, limiting assessment of materiality.

Insights

Compensation Analyst

TL;DR: Typical executive equity package combining time-based RSUs, performance-based PSUs, and stock options to align CFO incentives with long-term shareholder value.

The award mix—50% time-based RSUs, 25% PSUs tied to a VWAP hurdle, and 25% stock options—balances retention and performance incentives. Time-based RSUs vest annually over three years, encouraging retention. PSUs condition payout on sustained stock-price performance measured by a 60-day VWAP, linking pay to market performance. Options at $9.27 strike with a ten-year term provide upside leverage. For investors, this is a standard compensation approach; materiality depends on the company’s market capitalization and outstanding share count, which are not provided here.

Securities Analyst

TL;DR: The grants create potential dilution of 22,000 shares and introduce upside exposure if performance targets or option exercise occur.

The Form 4 discloses grants totaling 22,000 underlying shares to the CFO with vesting beginning August 7, 2026 and an option strike at $9.27 expiring July 17, 2035. These awards are customary for senior executives. Material impact on shareholders is likely limited unless the company has a small float; the filing does not state total outstanding shares or dilution percentage. The PSU’s VWAP-based trigger means vesting is tied to sustained market valuation rather than a single-day price, which is financially conservative compared with single-day thresholds.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Musfeldt Brian

(Last) (First) (Middle)

1400 POST OAK BOULEVARD

SUITE 560

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STEM, INC. [ STEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	07/17/2025		A		11,000		(2)	(2)	Common Stock, Par Value $0.0001 Per Share	11,000	$0	11,000	D
Performance Stock Unit	(1)	07/17/2025		A		5,500		(3)	(3)	Common Stock, Par Value $0.0001 Per Share	5,500	$0	5,500	D
Stock Option	$9.27	07/17/2025		A		5,500		(4)	07/17/2035	Common Stock, Par Value $0.0001 Per Share	5,500	$0	5,500	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") and performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.

2. On July 17, 2025, the Reporting Person was granted 11,000 RSUs vesting in three nearly equal annual installments (33%,33%, 34%), beginning on August 7, 2026.

3. On July 17, 2025, the Reporting Person was granted 5,500 PSUs, a portion of which vests, if the volume-weighted average price of the Issuer's common stock for any consecutive sixty (60) trading-day period equals or exceeds a stock price target.

4. On July 17, 2025, the Reporting Person was granted 5,500 stock options vesting in three nearly equal annual installments (33%,33%, 34%), beginning on August 7, 2026.

Remarks:

	/s/ Sarah Dunn, attorney-in-fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did STEM CFO Brian Musfeldt receive on 07/17/2025?

He was granted 11,000 RSUs, 5,500 PSUs, and 5,500 stock options, totaling 22,000 underlying shares.

When do the awards for Brian Musfeldt begin vesting?

Vesting begins August 7, 2026, in three nearly equal annual installments (33%, 33%, 34%).

What is the exercise price and term of the stock options granted to the STEM CFO?

The options have a $9.27 exercise price and an expiration date of July 17, 2035.

How do the PSUs awarded to Brian Musfeldt vest?

PSUs vest only if the volume-weighted average price of STEM common stock for any consecutive 60 trading-day period equals or exceeds a specified target.

Does the Form 4 show how many shares Mr. Musfeldt beneficially owns after the grants?

The filing shows 11,000 RSUs, 5,500 PSUs, and 5,500 options (22,000 underlying shares) as beneficially owned following the reported transactions.