STEM (NYSE: STEM) exec exercises PSUs, sale covers tax bill

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

STEM, INC. executive Michael James Carlson reported performance-based equity vesting and a related tax sale. On June 30, 2026, he exercised 7,750 performance stock units into an equal number of common shares after the company achieved a specified stock price performance metric. On July 2, 2026, 1,347 shares were automatically sold at $7.85 per share to cover his tax liability; the footnote states this did not represent a discretionary trade. Following these transactions, he directly owned 25,861 shares of common stock. Earlier grants in 2025 had created the PSUs of which 7,750 vested on June 30, 2026.

Insider Trade Summary

Net Seller: 1,347 shares ($10,574)

Net Sell 5 txns

Insider Carlson Michael James

Role President, Managed Services

Sold 1,347 shs ($11K)

Type	Security	Shares	Price	Value
Sale	Common Stock, Par Value $0.0001 Per Share	1,347	$7.85	$11K
Exercise	Performance Stock Unit	2,750	$0.00	--
Exercise	Performance Stock Unit	5,000	$0.00	--
Exercise	Common Stock, Par Value $0.0001 Per Share	5,000	$7.81	$39K
Exercise	Common Stock, Par Value $0.0001 Per Share	2,750	$7.81	$21K

Holdings After Transaction: Common Stock, Par Value $0.0001 Per Share — 25,861 shares (Direct, null); Performance Stock Unit — 2,750 shares (Direct, null)

Footnotes (1)

Represents shares of common stock automatically sold to cover the reporting person's tax liability in connection with the settlement of PSUs on June 30, 2026. This "sell to cover" transaction does not represent a discretionary trade by the reporting person. Each performance stock unit ("PSU") represented a contingent right to receive one share of the Issuer's common stock if the volume-weighted average price of the Issuer's common stock for any consecutive sixty (60) trading-day period equaled or exceeded $17.60 (the "Performance Metric") during a performance period ending on June 30, 2028 (the "Performance Period"). On June 30, 2025, the Reporting Person was granted 5,500 PSUs, 2,750 of which vested on June 30, 2026 following the Issuer's achievement of the Performance Metric during the Performance Period. On July 28, 2025, the Reporting Person was granted 10,000 PSUs, 5,000 of which vested on June 30, 2026 following the Issuer's achievement of the Performance Metric.

Key Figures

Shares sold to cover taxes: 1,347 shares Sell-to-cover price: $7.85 per share PSUs vested and exercised: 7,750 units/shares +4 more

7 metrics

Shares sold to cover taxes 1,347 shares Automatic sale on July 2, 2026 at $7.85/share

Sell-to-cover price $7.85 per share Price for 1,347 common shares sold July 2, 2026

PSUs vested and exercised 7,750 units/shares Performance stock units converted to common stock on June 30, 2026

Shares owned after transactions 25,861 shares Direct ownership following reported transactions

Performance Metric price $17.60 per share Required volume-weighted average price for PSU vesting

First PSU grant 5,500 PSUs Granted June 30, 2025; 2,750 vested June 30, 2026

Second PSU grant 10,000 PSUs Granted July 28, 2025; 5,000 vested June 30, 2026

Key Terms

Performance Stock Unit, sell to cover, volume-weighted average price, Performance Metric, +1 more

5 terms

Performance Stock Unit financial

"Each performance stock unit ("PSU") represented a contingent right to receive one share..."

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

sell to cover financial

"Represents shares of common stock automatically sold to cover the reporting person's tax liability..."

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

volume-weighted average price financial

"if the volume-weighted average price of the Issuer's common stock for any consecutive sixty..."

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Performance Metric financial

"equale d or exceeded $17.60 (the "Performance Metric") during a performance period..."

Performance Period financial

"during a performance period ending on June 30, 2028 (the "Performance Period")."

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 06:57 PM Accepted by SEC EDGAR 07/02/2026 - 06:56 PM

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^*

Carlson Michael James

(Last)

(First)

(Middle)

1400 POST OAK BOULEVARD

SUITE 560

(Street)

HOUSTON

TEXAS

77056

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	President, Managed Services

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.0001 Per Share	06/30/2026		M		5,000	A	$7.81	24,458	D
Common Stock, Par Value $0.0001 Per Share	06/30/2026		M		2,750	A	$7.81	27,208	D
Common Stock, Par Value $0.0001 Per Share	07/02/2026		S⁽¹⁾		1,347	D	$7.85	25,861	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Unit	⁽²⁾	06/30/2026		M			2,750	⁽³⁾	⁽³⁾	Common Stock, Par Value $0.0001 Per Share	2,750	$0	2,750	D
Performance Stock Unit	⁽²⁾	06/30/2026		M			5,000	⁽⁴⁾	⁽⁴⁾	Common Stock, Par Value $0.0001 Per Share	5,000	$0	5,000	D

Explanation of Responses:

1. Represents shares of common stock automatically sold to cover the reporting person's tax liability in connection with the settlement of PSUs on June 30, 2026. This "sell to cover" transaction does not represent a discretionary trade by the reporting person.

2. Each performance stock unit ("PSU") represented a contingent right to receive one share of the Issuer's common stock if the volume-weighted average price of the Issuer's common stock for any consecutive sixty (60) trading-day period equaled or exceeded $17.60 (the "Performance Metric") during a performance period ending on June 30, 2028 (the "Performance Period").

3. On June 30, 2025, the Reporting Person was granted 5,500 PSUs, 2,750 of which vested on June 30, 2026 following the Issuer's achievement of the Performance Metric during the Performance Period.

4. On July 28, 2025, the Reporting Person was granted 10,000 PSUs, 5,000 of which vested on June 30, 2026 following the Issuer's achievement of the Performance Metric.

Remarks:

	/s/ Sarah Dunn, attorney-in-fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did STEM (STEM) report for Michael James Carlson?

Michael James Carlson reported exercising 7,750 performance stock units into common shares on June 30, 2026, and an automatic sale of 1,347 shares on July 2, 2026 to cover tax obligations related to the PSU settlement.

How many STEM (STEM) shares does Michael James Carlson hold after these transactions?

After the reported transactions, Michael James Carlson directly holds 25,861 shares of STEM common stock. This reflects the net position following the conversion of performance stock units and the automatic sale of 1,347 shares to satisfy his tax liability.

What price was received in the STEM (STEM) sell-to-cover stock sale?

The 1,347 STEM shares sold to cover taxes were transacted at $7.85 per share. The filing describes this as an automatic “sell to cover” tied to tax obligations from the June 30, 2026 PSU settlement, not a discretionary market trade.

What performance conditions were attached to STEM (STEM) performance stock units?

Each performance stock unit entitled the holder to one share if STEM’s volume-weighted average share price met or exceeded $17.60 over any consecutive 60 trading days within a performance period ending June 30, 2028, as described as the Performance Metric in the filing.

When were the STEM (STEM) performance stock units granted and how many vested?

Carlson received 5,500 PSUs on June 30, 2025, with 2,750 vesting on June 30, 2026, and 10,000 PSUs on July 28, 2025, with 5,000 vesting on June 30, 2026. In total, 7,750 PSUs vested and converted to common shares on that date.