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STEM (STEM) CEO records PSU vesting and automatic tax sale of shares

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

STEM, INC. Chief Executive Officer Arun Narayanan reported compensation-related stock activity tied to performance awards. On June 30, 2026, 8,125 performance stock units converted into the same number of common shares after the company met a defined share-price performance goal.

To cover related tax obligations, 1,996 common shares were automatically sold in an open-market transaction at $7.85 per share on July 2, 2026, a non‑discretionary "sell to cover" trade. Following these transactions, Narayanan held 19,109 common shares directly.

Positive

  • None.

Negative

  • None.
Insider Narayanan Arun
Role Chief Executive Officer
Sold 1,996 shs ($16K)
Type Security Shares Price Value
Sale Common Stock, Par Value $0.0001 Per Share 1,996 $7.85 $16K
Exercise Performance Stock Unit 8,125 $0.00 --
Exercise Common Stock, Par Value $0.0001 Per Share 8,125 $7.81 $63K
Holdings After Transaction: Common Stock, Par Value $0.0001 Per Share — 19,109 shares (Direct, null); Performance Stock Unit — 8,125 shares (Direct, null)
Footnotes (1)
  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 16,250 PSUs, 8,125 of which vested on June 30, 2026 following the Issuer's achievement of the Performance Metric during the Performance Period.
Automatic tax sale 1,996 shares at $7.85 Open-market sale on July 2, 2026 to cover taxes
PSUs converted 8,125 shares Performance stock units settled into common stock on June 30, 2026
Shares held after 19,109 shares Direct STEM common stock holdings following reported transactions
PSUs originally granted 16,250 units Grant to Arun Narayanan on June 30, 2025
Performance metric price $17.60 per share VWAP target for any 60 trading-day period during performance period
Performance period end June 30, 2028 End date for PSU performance period
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.
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.
sell to cover financial
"This "sell to cover" transaction does not represent a discretionary trade by the reporting person."
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.
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 →
SEC Form 4
FORM 4UNITED 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*
Narayanan Arun
(Last)(First)(Middle)
1400 POST OAK BLVD
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, Par Value $0.0001 Per Share06/30/2026M8,125A$7.8121,105D
Common Stock, Par Value $0.0001 Per Share07/02/2026S(1)1,996D$7.8519,109D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Unit(2)06/30/2026M8,125 (3) (3)Common Stock, Par Value $0.0001 Per Share8,125$08,125D
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 16,250 PSUs, 8,125 of which vested on June 30, 2026 following the Issuer's achievement of the Performance Metric during the Performance Period.
Remarks:
/s/ Sarah Dunn, attorney-in-fact07/02/2026
** Signature of Reporting PersonDate
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) CEO Arun Narayanan report?

Arun Narayanan reported an automatic sale of 1,996 STEM common shares at $7.85 and the conversion of 8,125 performance stock units into common stock, all tied to performance-based equity compensation and related tax obligations.

Was the STEM (STEM) CEO’s share sale a discretionary trade?

No. The 1,996-share sale was an automatic "sell to cover" transaction to satisfy tax liabilities from vested performance stock units, and the filing states it does not represent a discretionary trade by Arun Narayanan.

How many STEM (STEM) shares does the CEO own after these transactions?

After the reported transactions, Arun Narayanan directly holds 19,109 shares of STEM common stock, reflecting his position following the performance stock unit conversion and the automatic sale of shares to cover tax obligations.

What performance condition triggered the STEM (STEM) PSUs to vest?

Each performance stock unit converted to one share if STEM’s volume‑weighted average share price reached at least $17.60 for any consecutive 60 trading days during a performance period ending June 30, 2028, as described in the filing’s footnotes.

How many performance stock units were originally granted to the STEM (STEM) CEO?

On June 30, 2025, Arun Narayanan was granted 16,250 performance stock units, of which 8,125 vested on June 30, 2026 after STEM achieved the specified share-price performance metric during the defined performance period.

What price was used for the STEM (STEM) CEO’s automatic share sale?

The automatic sale of 1,996 STEM common shares to cover tax liabilities was executed at $7.85 per share, as reported in the Form 4 transaction details for the July 2, 2026 open-market sale.