Stem Inc SEC Filings

Stem, Inc. (NYSE: STEM) filed an 8-K on 30 June 2025 disclosing a privately negotiated debt exchange that materially reshapes its capital structure. The company exchanged (i) $228.818 million of its 0.50% Green Convertible Senior Notes due 2028 and (ii) $121.310 million of its 4.25% Green Convertible Senior Notes due 2030 — a combined $350.128 million in principal — plus $10 million in cash for three new instruments:

• $155.426 million aggregate principal amount of new 12.00%/11.00% senior secured PIK toggle notes due 2030 (the “New Notes”).
• Warrants to purchase 439,919 common shares at a strike price of $30.00, exercisable from the 11th trading day after issuance until 1 December 2030 and subject to customary anti-dilution adjustments and a 4.99% (optionally 9.99%) ownership cap.
• Payment of accrued and unpaid interest on the exchanged notes.

The New Notes were issued under an Indenture dated 30 June 2025 with U.S. Bank Trust Company, N.A. acting as trustee and collateral agent. Interest may be paid in kind at 12.00% or in cash at 11.00%, payable semi-annually beginning 1 January 2026. Maturity occurs on the earliest of: (a) 30 December 2030; (b) a covenant-based trigger tied to remaining 2028 converts after 30 June 2028; or (c) a similar trigger related to remaining 2030 converts after 1 January 2030. The notes and related guarantees are secured by a first-priority lien on substantially all assets of Stem and its restricted subsidiaries and may be redeemed by the company at premiums of 105%, 102.5%, and 100% depending on the redemption window.

The exchanged warrants were issued under a Warrant Agreement with Computershare Trust Company, N.A. Holders have no shareholder rights until exercise and may request cash settlement upon a defined “Fundamental Change.”

Accounting / reporting impacts:

• The transaction reduces Stem’s outstanding convertible principal by approximately $184.7 million but replaces low-coupon unsecured convertible debt with higher-coupon senior secured obligations.
• The exchange constitutes a material definitive agreement (Item 1.01), creates a direct financial obligation (Item 2.03), and involves unregistered equity securities (Item 3.02).
• A related press release announcing closing of the exchange was furnished under Regulation FD (Item 7.01) and not deemed “filed.”

Exhibits include the Indenture (4.1), form of New Notes (4.2), Warrant Agreement (4.3), and the press release (99).

Stem's President of Software Division Matthew Tappin reported multiple securities transactions in May-June 2025:

• On May 29, 2025, acquired 2,775 shares through RSU conversion at $0
• On May 30, 2025, disposed of 1,164 shares at $0.451 per share through automatic tax liability sale
• On June 16, 2025, sold 20,823 shares at $0.45 per share under a pre-arranged Rule 10b5-1 trading plan from March 18, 2025

Following these transactions, Tappin holds 37,458 shares directly and 396,784 RSUs. The RSUs were originally granted on July 2, 2021 (11,099 units) with four-year annual vesting beginning May 2022. The May 30 sale was automatically executed to cover tax obligations from RSU settlement, while the June 16 sale was pre-planned under SEC Rule 10b5-1.