stem-20260424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant		x

Filed by a Party other than the Registrant		o

Check the appropriate box:

o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material under §240.14a-12

Stem, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):

x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1400 Post Oak Boulevard, Suite 560, Houston, Texas 77056

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2026

To our Stockholders:

Stem, Inc. (the “Company”) will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, June 3, 2026, beginning at 10:00 a.m. Central Time. The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/STEM2026. The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

(1) to elect the three Class II director nominees named in the Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”);

(2) to approve an amendment and restatement of our Amended and Restated 2024 Equity Incentive Plan to increase the number of shares available for issuance by 425,000 shares and to extend the plan term (“Proposal 2”);

(3) to approve, on a non-binding, advisory basis, the compensation of our named executive officers (“Proposal 3”);

(4) to ratify the selection of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2026 (“Proposal 4”); and

(5) to transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our Board of Directors (the “Board”) has fixed April 10, 2026 as the record date for the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

Instructions for accessing the virtual Annual Meeting are provided in the Proxy Statement. We believe that holding the Annual Meeting online via a live audio webcast expands stockholder access, improves communications, and lowers our costs while reducing the environmental impact of the meeting. Stockholders will be able to listen to the Annual Meeting live online, submit questions and vote their shares virtually.

By Order of the Board,


Saul R. Laureles
Chief Legal Officer and Corporate Secretary

Houston, Texas
April 24, 2026

Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as possible in order to ensure your representation at the Annual Meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.

PROXY OVERVIEW

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, June 3, 2026

“Thank you for being a Stem stockholder. No matter how large or small your holdings, your vote is important to us. We encourage you to vote in accordance with the Board’s recommendations.” —David Buzby, Chairman of the Board


Voting Roadmap
Voting Items	Board’s Voting Recommendation	More Information Beginning on Page
1. Election of three Class II director nominees to serve 3-year terms • Ira Birns • Adam E. Daley • Anil Tammineedi	FOR (each nominee)	6

2. Approval of an amendment and restatement of the 2024 Equity Incentive Plan	FOR	16

3. Non-binding, advisory approval of the compensation of our named executive officers	FOR	27

4. Ratification of RSM US LLP as our independent auditor for 2026	FOR	28

TABLE OF CONTENTS


			Page


PROPOSAL 1: ELECTION OF DIRECTORS			6

PROPOSAL 2: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE STEM, INC. 2024 EQUITY INCENTIVE PLAN			16



PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			27

PROPOSAL 4: RATIFICATION OF INDEPENDENT AUDITOR SELECTION			28

CORPORATE GOVERNANCE			31

EXECUTIVE OFFICERS			40

EXECUTIVE COMPENSATION			40

DIRECTOR COMPENSATION			59

CERTAIN INFORMATION ABOUT OUR COMMON STOCK			61

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			63

OTHER MATTERS			64

APPENDIX A: STEM, INC. AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN			A-1

iii

LEGAL MATTERS

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to Be Held on June 3, 2026. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available at www.proxyvote.com.

Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact included in the Proxy Statement are forward-looking statements, including statements about the Company’s Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization, and environment, social, and governance initiatives. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that could cause our actual results or outcomes to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties, and other factors include those identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events, or otherwise, except as required by law.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

Use of Trademarks. Trademarks of Stem, Inc. include Stem, PowerTrack™, PowerTrack Sage™, Athena® a registered-trademark, and Athena’s trademarked applications include “Analyzer™,” “Supervisor™,” “Explorer™,” and “PowerBidder™.” Other names and brands may be claimed as the property of others.

Company References. Unless the context otherwise requires, references in the Proxy Statement to “Stem,” “we,” “us,” “our,” or the “Company” refer to Stem, Inc. and its consolidated subsidiaries. The Company was originally known as Star Peak Energy Transition Corp. (“STPK”). On April 28, 2021, we merged with an affiliate of STPK (the “Merger”).

Reverse Stock Split. Effective June 23, 2025, the Company effected a reverse stock split of all outstanding shares of the Company’s common stock at a ratio of 1-for-20. Unless otherwise specified, all share amounts and related figures (as applicable) reported in this Proxy Statement are presented on a post-split basis.

1400 Post Oak Boulevard, Suite 560, Houston, Texas 77056

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING

What Is the Purpose of These Proxy Materials?

We are making these proxy materials available to you in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held virtually on June 3, 2026 at 10:00 a.m. Central Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this Proxy Statement. The proxy materials will be first made available to our stockholders on or about April 24, 2026.

Why Did I Receive a Notice of Internet Availability?

Pursuant to SEC rules, we are furnishing the proxy materials to our stockholders primarily via the Internet instead of mailing printed copies. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials, and reduce the environmental impact of our Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”), you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials, and how to vote your shares.

Why Are We Holding a Virtual Annual Meeting?

We have adopted a virtual meeting format for the Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We believe this expands stockholder access, improves communications, and lowers our costs, while reducing the environmental impact of the meeting. In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.

Who Can Vote?

Only stockholders of record at the close of business on April 10, 2026 (the “Record Date”) are entitled to notice of the Annual Meeting and to vote on the proposals described in this Proxy Statement. At the close of business on the Record Date, 8,567,840 shares of our common stock were issued and outstanding.

What Is the Difference between Holding Shares of Common Stock as a Registered Stockholder and as a Beneficial Owner?

Registered Stockholder: Shares Registered in Your Name

If your shares of common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered to be, with respect to those shares of common stock, the registered stockholder, and these proxy materials are being sent directly to you by us.

Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary, or Custodian

If your shares of common stock are held by a broker, fiduciary, or custodian, you are considered the beneficial owner of shares of common stock held in “street name,” and these proxy materials are being forwarded to you from that broker, fiduciary, or custodian.

How Can I Participate in the Virtual Annual Meeting?

Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on April 10, 2026, the Record Date, may attend and participate in the virtual Annual Meeting, including to vote and ask questions. Because the Annual Meeting is solely virtual, you will not be able to attend the Annual Meeting physically in person.

If you are the beneficial owner of shares held of record (i.e. in “street name”) by a broker, bank, or other nominee, you will receive voting instructions from your broker, bank, or other nominee. If your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

If you are the stockholder of record, you may vote and ask questions at the meeting by logging on to the meeting website at www.virtualshareholdermeeting.com/STEM2026, enter the control number found on your proxy card or Notice, and follow the instructions on the website.

We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

The meeting webcast will begin promptly at 10:00 a.m. Central Time. Online check-in will begin approximately 15 minutes before then. We encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website.

What Am I Voting on?

The proposals to be voted on at the Annual Meeting are as follows:

(a)to elect the three Class II director nominees named in the Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified (“Proposal 1”);

(b)to approve an amendment and restatement of our Amended and Restated 2024 Equity Incentive Plan to increase the number of shares available for issuance by 425,000 shares and to extend the plan term (“Proposal 2”);

(c)to approve, on a non-binding, advisory basis, the compensation of our named executive officers (“Proposal 3”);

(d)to ratify the selection of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2026 (“Proposal 4”); and

(e)to transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.

How Does the Board Recommend That I Vote?

The Board recommends that you vote your shares “FOR” each director nominee in Proposal 1 and “FOR” Proposals 2 through 4.

What If Another Matter Is Properly Brought before the Annual Meeting?

As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.

How Many Votes Do I Have?

Each share of common stock is entitled to one vote on each proposal to be voted on at the Annual Meeting.

What Does It Mean If I Receive More Than One Set of Proxy Materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or held in different accounts. Please cast your vote with respect to each set of proxy materials that you receive to ensure that all of your shares are voted.

How Do I Vote?

Registered Stockholder: Shares Registered in Your Name

If you are the registered stockholder, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or by proxy in advance of the Annual Meeting by Internet at www.proxyvote.com or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone at 1-800-690-6903. Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote as early as possible in advance so that your vote will be counted if you later decide not to, or are unable to, virtually attend the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary, or Custodian

If you are the beneficial owner, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct your broker, bank, or other nominee how to vote your shares. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank, or other nominee. You may not vote your shares live at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

What Happens If I Do Not Vote?

Registered Stockholder: Shares Registered in Your Name

If you are the registered stockholder and do not vote in one of the ways described above, your shares will not be voted at the Annual Meeting and will not be counted toward the quorum requirement.

Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary, or Custodian

If you are the beneficial owner and do not direct your broker, fiduciary, or custodian how to vote your shares, your broker, fiduciary, or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary, or custodian is not entitled to vote your shares with respect to “non-routine” proposals, which we refer to as a “broker non-vote.” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, fiduciary, or custodian how to vote your shares on all proposals to ensure that your vote is counted.

What If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?

Registered Stockholder: Shares Registered in Your Name

The shares represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you are the registered stockholder and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your shares in accordance with the recommendations of the Board. Your shares will be counted toward the quorum requirement.

Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary, or Custodian

If you are the beneficial owner and sign and return your voting instruction form without giving specific instructions, your broker, fiduciary, or custodian will only be able to vote your shares with respect to proposals considered to be

“routine.” Your broker, fiduciary, or custodian is not entitled to vote your shares with respect to “non-routine” proposals, resulting in a broker non-vote with respect to such proposals.

Can I Change My Vote after I Submit My Proxy?

Registered Stockholder: Shares Registered in Your Name

If you are the registered stockholder, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:

(1) you may complete and submit a new proxy card, but it must bear a later date than the original proxy card;

(2) you may submit new proxy instructions via telephone or the Internet;

(3) you may send a timely written notice that you are revoking your proxy to our Corporate Secretary at the address set forth on the first page of this Proxy Statement; or

(4) you may vote by attending the Annual Meeting virtually. However, your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.

Your last submitted vote is the one that will be counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary, or Custodian

If you are the beneficial owner, you must follow the instructions you receive from your broker, fiduciary, or custodian with respect to changing your vote.

What Is the Quorum Requirement?

The holders of one-third of the shares of common stock outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting, either virtually or represented by proxy, to constitute a quorum. A quorum is required to transact business at the Annual Meeting.

Your shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary, or custodian) or if you attend the Annual Meeting virtually and vote. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the chairman of the Annual Meeting or the holders of a majority of shares of common stock virtually present at the Annual Meeting, either personally or by proxy, may adjourn the Annual Meeting to another time or date.

How Many Votes Are Required to Approve Each Proposal and How Are Votes Counted?

Votes will be counted by a representative of Carideo Group, who has been appointed as the independent Inspector of Elections for the Annual Meeting.

Proposal 1: Election of Directors

A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” their election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, and votes that are withheld will not be counted as votes cast on the proposal and will have no effect on the outcome of the election. Stockholders do not have cumulative voting rights for the election of directors.

Proposal 2: Approval of an Amendment and Restatement of the 2024 Equity Incentive Plan

The affirmative vote of a majority of shares of common stock present or represented at the Annual Meeting and entitled to vote thereon is required for the approval of this proposal. Abstentions will have the same effect as a vote “AGAINST” the proposal. Broker non-votes, if any, will have no effect on the outcome of this proposal.

Proposal 3: Non-binding, Advisory Approval of Named Executive Officer Compensation

Proposal 4: Ratification of Independent Auditor Selection

Who Is Paying for This Proxy Solicitation?

We will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing, and mailing of the proxy materials. We have retained D.F. King & Co., Inc. and its affiliate to assist in the solicitation of proxies for a fee estimated at $5,500 plus reasonable expenses. Our employees, officers, and directors may solicit proxies in person or via telephone or the Internet. We will not pay additional compensation for any of these services. We may also reimburse brokers, fiduciaries, or custodians for the cost of forwarding proxy materials to beneficial owners of shares of common stock held in “street name.”

How Can I Find out the Voting Results?

We expect to announce preliminary voting results at the Annual Meeting. We will disclose final voting results in a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board is currently divided into three classes, with members of each class holding office for staggered three-year terms.

There are currently three Class I directors, whose terms expire at the 2028 Annual Meeting of Stockholders; three Class II directors who are up for election at the Annual Meeting to serve for terms expiring at the 2029 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders, in all cases until their successors have been duly elected and qualified or until the earlier of their resignation or removal.

Our Board has nominated Ira Birns, Adam E. Daley and Anil Tammineedi for election as Class II directors. Mr. Birns was appointed to the Board in November 2023 and was identified to us by an outside law firm. Messrs. Daley and Tammineedi were most recently elected by stockholders at the 2023 Annual Meeting of Stockholders. Each has indicated that they are willing and able to serve as directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as will be designated by our Board, or the Board may decrease the size of the Board.

Information Regarding Director Nominees and Continuing Directors

Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating, Governance and Sustainability Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.


Name	Class	Age (as of April 24, 2026)	Position
David Buzby	III	66	Independent Chairman of the Board
Ira Birns (1)	II	63	Independent Director
Adam E. Daley (1), (2)	II	49	Independent Director
Vasudevan (Vasu) Guruswamy (3)	III	65	Independent Director
Krishna Shivram (2)	I	63	Independent Director
Anil Tammineedi (2), (3)	II	49	Independent Director
Laura D’Andrea Tyson (1), (3)	I	78	Independent Director
Arun Narayanan	I	51	Chief Executive Officer and Director

_______________

(1)Member of the Audit Committee.

(2)Member of the Compensation Committee.

(3)Member of the Nominating Committee.

Class II Director Nominees


						IRA BIRNS INDEPENDENT DIRECTOR CHAIR, AUDIT COMMITTEE
PROFILE						CAREER HIGHLIGHTS

Mr. Birns has served as a member of our Board since November 2023. Mr. Birns is qualified to serve as a director due to his extensive experience in management, finance, and accounting, as well as his significant experience in M&A, capital markets, investor relations, and in the energy sector, including renewable fuels and power.						Chief Executive Officer and Member of Board of Directors at World Kinect Corp. (f/k/a World Fuel Services Corporation) (NYSE: WKC), a global energy management company offering fulfillment and related services to customers in the aviation, marine and land transportation industries, January 2026 – present • President, October 2025 – December 2025 • President and Chief Financial Officer, April 2025 – October 2025 • Executive Vice President and Chief Financial Officer, 2007 – April 2025 Vice President – Treasurer at Arrow Electronics, Inc. (NYSE: ARW), a global provider of technology products, services, and solutions to technology manufacturers and service providers. • Vice President and Treasurer, 2002 – 2007 • Treasurer, 1996 – 2002 • Assistant Treasurer, 1989 – 1996 EDUCATION BBA Public Accounting, Hofstra University Certified Public Accountant Certified Treasury Professional


						ADAM E. DALEY INDEPENDENT DIRECTOR MEMBER, AUDIT COMMITTEE MEMBER, COMPENSATION COMMITTEE
PROFILE						CAREER HIGHLIGHTS

Mr. Daley has served as a member of our Board since the closing of our IPO in April 2021 and was a member of the STPK board of directors from 2020 until our IPO. Mr. Daley is qualified to serve as a director due to his broad transactional experience in the energy, energy infrastructure, and renewables sectors, his strong strategic focus and his financial expertise, all of which enable him to make valuable contributions to Stem’s financial and strategic planning and industry competitiveness.						Co-Founder & Managing Partner at Elda River Capital Management, LLC, a real assets investment firm focusing on energy transition and infrastructure opportunities, 2024 – present Partner, Co-Head of Magnetar’s Energy & Infrastructure Group, and Member of the Management Committee and Investment Committee at Magnetar Capital LLC, a leading alternative investment management firm, 2005 – 2024 Investment Banker at Global Corporate & Investment Bank of Citigroup (NYSE: C), an investment bank, 1999 – 2005 OTHER COMPANY BOARDS Public Companies: Star Peak Corp. II (formerly NYSE: STPC), merged with Benson Hill, a sustainable food technology company, January 2021 – September 2021 Private Companies: Vesper Energy Development LLC, a developer and operator of utility-scale renewable energy and energy storage assets, 2020 – present Double Eagle Energy III, LLC, an energy exploration, development, and production company, 2018 – present DoublePoint Energy, LLC, a developer of energy assets, 2018 – present MC Tumbleweed Royalty, LLC, an exploration development and production company, 2020 – present Double Eagle Energy Holdings V, LLC, an energy exploration, development and production company, 2024 – present EDUCATION BS, Finance, with High Honors from the University of Illinois


						ANIL TAMMINEEDI INDEPENDENT DIRECTOR MEMBER, COMPENSATION COMMITTEE MEMBER, NOMINATING COMMITTEE
PROFILE						CAREER HIGHLIGHTS

Mr. Tammineedi has served as member of our Board since the closing of our IPO in April 2021 and was a member of the Legacy Stem board of directors from 2019 until our IPO. Mr. Tammineedi is qualified to serve as a director due to his extensive experience in the technology sector and with high-growth and clean energy companies, and as a director on the boards of other companies, as well as his financial expertise.						Partner at the Angeleno Group, LLC, a leading global investment firm, focused on high-growth clean energy and climate solutions companies, where he has been leading investments across a number of sectors, including sustainable mobility, energy storage, resource efficiency, and smart infrastructure, 2008 – present Senior Faculty Advisor and Lecturer on Impact Investing and Entrepreneurship at UCLA Anderson School of Management, 2019 – present Various product development and management roles at Broadcom, Inc. (Nasdaq: AVGO), a semiconductor company, focused on semiconductors targeting communications, mobile, and power management applications, 1997 – 2006 OTHER COMPANY BOARDS Public Companies: None Private Companies: Locana, a geospatial location and mapping company focused on enterprise GIS products and services, 2016 – 2023 Patriot Environmental Services, Inc., an environmental services company specializing in wastewater, emergency response and industrial services, 2016 – 2022 REsurety (observer), a data analytics and transactional platform for clean energy, 2024 – present Azzo, an Australia-based energy management software and integrator focused on commercial and industrial customers, 2024 – present IND Technology, an Australia-based radio-frequency sensor company focused on early fault detection in electric transmission and distribution grid infrastructure to help prevent wildfires and improve reliability, 2025 – present EDUCATION MBA, UCLA Anderson School of Management MS, Electrical and Computer Engineering, Iowa State University Kauffman Fellow

Required Vote

A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” their election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, will not be counted as votes cast on this proposal and will have no effect on the outcome of the election.

Recommendation of the Board

The Board recommends a vote “FOR” the election of each Class II director nominee set forth above.

Class I Directors Continuing in Office



			KRISHNA SHIVRAM INDEPENDENT DIRECTOR CHAIR, COMPENSATION COMMITTEE

PROFILE			CAREER HIGHLIGHTS

Mr. Shivram has served as a member of our Board since March 2025. Mr. Shivram is qualified to serve as a director due to his extensive experience as a public company director, as well as in senior leadership positions at public companies, and in corporate finance, capital structure management, and mergers and acquisitions.			Managing Partner at Veritec Capital Partners, a private capital firm, 2023 – present General Partner at Lavni Ventures India, a venture capital firm, 2021 – present General Partner at Lavni Ventures USA, a venture capital firm, 2020 – present Chief Executive Officer at Sentinel Energy Services Inc. (formerly, Nasdaq: STNL), a former special purpose acquisition company, 2017 – 2020 Interim Chief Executive Officer at Weatherford International plc (Nasdaq: WFRD), a leading global energy services company • Interim Chief Executive Officer, 2016 – 2017 • Executive Vice-President and Chief Financial Officer, 2013 – 2016 Vice-President and Treasurer at SLB (formerly Schlumberger Limited) (NYSE: SLB), a global technology company • Vice-President and Treasurer, 2011 – 2013 • Head, M&A, 2009 – 2011
			OTHER COMPANY BOARDS

			Public Companies: Allison Transmission Holdings, Inc. (NYSE: ALSN), a leading designer and manufacturer of propulsion solutions, 2022 – present Ranger Energy Services, Inc. (NYSE: RNGR), a provider of onshore high specification well service rigs, wireline services, and additional processing solutions, 2017 – present Superior Energy Services (formerly, NYSE: SPN), a global oilfield products and services company, 2021 – 2024 Sentinel Energy Services Inc. (formerly, Nasdaq: STNL), a former special purpose acquisition company, 2017 – 2023 GulfMark Offshore Inc. (formerly, NYSE: GLF), an offshore supply vessel operator, 2017 – 2018

			EDUCATION

			Bachelor of Commerce, Mumbai University Chartered Accountancy Degree, Institute of Chartered Accountants of India


						LAURA D’ANDREA TYSON INDEPENDENT DIRECTOR CHAIR, NOMINATING COMMITTEE MEMBER, AUDIT COMMITTEE
PROFILE						CAREER HIGHLIGHTS
Dr. Tyson has been a member of our Board since the closing of our IPO in April 2021. Dr. Tyson is qualified to serve as a director due to her extensive experience in public company board and governance, technology and energy industries, economics and public policy, advisory in various business and political arenas, and her accomplishment at the highest levels of government service. Dr. Tyson was a member of President Clinton’s cabinet from 1993 to 1996 and was the first woman to serve in the positions of Chair of the President’s Council of Economic Advisors, from 1993 to 1995, and Director of the White House National Economic Council, from 1995 to 1996. She is a regular opinion columnist for Project Syndicate, an international media group that publishes on its website and in numerous print publications around the world. Dr. Tyson has held numerous advisory roles, such as Senior Advisor to the Rock Creek Group since 2009 and to APAX Partners since 2021. She is a Senior External Advisor to the McKinsey Global Institute and an Advisory Board member at the Morgan Stanley Institute for Sustainable Investing. Dr. Tyson was a member of the Commission d’experts sur les grands dèfis èconomiques for French President Emmanuel Macron from 2020-2021. She has served as an advisory board member of Generation Investment Management since 2005, and Angeleno Group since 2019. She is the co-chair of the California Governor’s Council of Economic Advisors. Other government roles include membership on the US President’s Council of Advisors on Science and Technology (Semiconductor Working Group) from 2016 to 2017; US Department of State Foreign Affairs Policy Board from 2011 to 2013; President Obama’s Council on Jobs from 2011 to 2013; and the US President’s Economic Recovery Advisory Board from 2009 to 2011.						University of California, Berkeley • Distinguished Professor of the Graduate School and Professor Emeritus of the Haas School of Business, 2016 – present • Faculty Director and Interim Faculty Director of the Haas School’s Institute for Business and Social Impact, 2013 – 2020 • Ex-Officio Board Member, Haas School of Business, 2020 – present • Interim Dean of the Haas School of Business, July 2018 – December 2018 • Professor of Business Administration and Economics at the Haas School of Business, 1992 – 2016 • Dean of the Haas School of Business, 1998 – 2001 • Chair of the Board of Trustees and a Steering Committee Member of the Blum Center for Developing Economies, 2006 – present • Dean of the London Business School, University of London, 2002 – 2006 OTHER COMPANY BOARDS Public Companies: Silver Springs Networks, Inc. (formerly NYSE: SSNI), a smart grid company, 2009 – 2018 AT&T Inc. (NYSE: T), a telecommunications company, 1999 – 2020 CBRE Group, Inc. (NYSE: CBRE), a real estate company, 2010 – 2022 Morgan Stanley (NYSE: MS), an investment bank, 1997 – 2016 EDUCATION BA, Economics, Smith College Ph.D., Economics, Massachusetts Institute of Technology



			ARUN NARAYANAN DIRECTOR AND CHIEF EXECUTIVE OFFICER

PROFILE			CAREER HIGHLIGHTS

Mr. Narayanan has served as a member of our Board since December 2025. Mr. Narayanan is qualified to serve as a director due to his experience as Stem’s Chief Executive Officer and extensive software expertise and leadership experience.			Chief Executive Officer of Stem (NYSE: STEM), January 2025 – present Chief Executive Officer at RES Digital Solutions, a division of RES, a global independent renewable energy company, 2024 – 2025 Chief Digital Officer at RES, 2023 – 2024 Chief Data Officer at Anglo American plc, a global mining company, 2018 – 2023 Various strategy, digital, technical, and management positions at SLB (formerly Schlumberger Limited) (NYSE: SLB), a global technology company, 1997 – 2018

			EDUCATION

			Bachelor of Engg. (Computer Engg.), University of Mumbai MS, Computer Science, Iowa State University of Science and Technology MBA, University of Houston MBA, University of Texas

Class III Directors Continuing in Office


						DAVID BUZBY INDEPENDENT CHAIRMAN OF THE BOARD
PROFILE						CAREER HIGHLIGHTS
Mr. Buzby has served as a member of our Board since the closing of our IPO in April 2021 and served on the Legacy Stem board of directors from April 2010 until our IPO. In April 2021, he was appointed Chairman of our Board. He served as Interim CEO and Executive Chair of our Board from September and August 2024, respectively, to January 2025. Mr. Buzby is qualified to serve as a director due to his extensive experience in the climate transition sector and as a director on the boards of other public companies.						Chairman of Wondrwall Group Ltd., a UK-based developer of integrated software and hardware systems designed to reduce energy costs and create net-zero homes, 2023 – present Interim CEO and Executive Chair of Stem (NYSE: STEM), September 2024 – January 2025 Investment Advisory Committee Member at the PRIME Coalition, a 501(c) (3) charity focused on accelerating climate technology, 2016 – 2022 Founding Investor and CEO of Bright Plain Renewable Energy, LLC, a company focused on the acquisition and management of solar projects, 2011 – 2016 Founding Investor & Director of SunRun Inc. (Nasdaq: RUN), North America’s leading residential solar energy company, 2008 – 2012 Founding Investor, Chairman and CEO of SunEdison, Inc. (formerly NYSE: SUNE), until its sale in 2009. North America’s leading commercial and utility scale solar energy company, 2004 – 2009 Founding Investor & Director of Valueclick, Inc. (formerly Nasdaq: CNVR), an online marketing company, 1998 – 2014 Founding Investor, Director & Chief Financial Officer of Best Internet, a shared server web hosting company, 1995 – 1999
						OTHER COMPANY BOARDS
						Public Companies: Spring Valley Acquisition Corp. IV (Nasdaq: SVIV), a special purpose acquisition company focused on sustainability, 2026 – present Spring Valley Acquisition Corp. III (Nasdaq: SVAC), a special purpose acquisition company focused on sustainability, 2025 – present Spring Valley Acquisition Corp. II (Nasdaq: SVIIU), a special purpose acquisition company focused on sustainability, 2022 – 2026 Climate Transition Capital Acquisition (AEX: CTCA 1), a special purpose acquisition company, 2021 – 2023 Private Companies: Leading Edge Equipment Technologies, a developer of solar panel technology, 2017 – 2023 Cambrian Innovation Inc., a provider of wastewater treatment and resource recovery solutions, 2016 – 2020
						EDUCATION
						BA, Middlebury College MBA, Harvard Business School


			VASUDEVAN (VASU) GURUSWAMY INDEPENDENT DIRECTOR MEMBER, NOMINATING COMMITTEE

PROFILE			CAREER HIGHLIGHTS

Mr. Guruswamy has served as a member of our Board since March 2025. Mr. Guruswamy is qualified to serve as a director due to his extensive experience in the energy, digital technology, and software industries, including as global VP of Software Services for a global energy technology company.			Co-Founder and General Partner at Lavni Ventures USA and India, a venture capital firm, 2019 – present Venture Partner at CSL Capital Management, an investment firm • Venture Partner, 2020 – present • Managing Director, 2018 – 2020 Vice-President, Services, at SLB (formerly Schlumberger Limited) (NYSE: SLB), a global technology company • Vice President, Services, 2011 – 2017 • Various technical and operational roles, 1984 – 2010 OTHER COMPANY BOARDS Public Companies: None Private Companies: FlytBase, an enterprise drone autonomy software platform, 2020 – present Redlist, a field asset management software platform, 2020 – present EDUCATION M.S. in Chemical Engineering, Rensselaer Polytechnic Institute, Troy, NY B.Tech. in Chemical Engineering, Indian Institute of Technology, Madras

PROPOSAL 2: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE 2024 EQUITY INCENTIVE PLAN

Executive Summary

The Company’s stockholders previously approved the Stem, Inc. Amended and Restated 2024 Equity Incentive Plan (referred to for purposes of this Proposal 2 as the “Plan”) on June 4, 2025, under which employees, directors, and consultants may be granted equity-based incentive awards. At the Annual Meeting, stockholders will be asked to approve an amendment and restatement of the Plan, which was approved by the Board on April 6, 2026 (the “2026 Restatement”).

The 2026 Restatement would increase the number of shares of Stem’s common stock that may be issued under the Plan by 425,000 shares (the “Additional Shares”) as of the effective date of the 2026 Restatement (the “Effective Date”). The Company believes that this increase is advisable in order to ensure that the Company has an adequate number of shares available in connection with its incentive compensation programs.

The 2026 Restatement would also extend the term of the Plan through the tenth anniversary of the Effective Date.

The text of the Plan, as proposed to be amended by the 2026 Restatement, appears at the end of this Proxy as Appendix A. The following description of the 2026 Restatement is a summary only and should be read in conjunction with the full text of the 2026 Restatement.

Reasons for the Proposal

The Board unanimously recommends that the Company’s stockholders approve the 2026 Restatement. The Company’s ability to grant an appropriate number of equity-based awards continues to be crucial in helping the Company compete more effectively for key employee talent. It is in the long-term interest of the Company and its stockholders to strengthen the ability to attract, motivate, and retain officers, directors, employees, advisors and consultants, and to provide additional incentive for those persons through stock ownership and other incentives to improve operations, increase profits, and strengthen the mutuality of interest between those persons and the Company’s stockholders.

If the 2026 Restatement is not approved, the number of shares currently available under the Plan is not projected to be sufficient to cover all of our future equity compensation needs. Thus, if the 2026 Restatement is not approved, we may not be able to provide persons eligible for awards who are presently providing services to the Company with compensation packages that are necessary to retain and motivate these individuals. In addition, if the 2026 Restatement is not approved, we may not be able to provide potential new hires with compensation packages necessary to attract them.

Material Differences from the Plan

The Additional Shares

The 2026 Restatement would add 425,000 shares to the reserve available for future grants. This increased share reserve would allow the Company to continue to grant a variety of equity-based compensation alternatives in structuring compensation arrangements for our key talent, including officers, directors, employees, advisors and consultants, and to attract potential new service providers through competitive compensation packages.

Our stock plan is a critical tool for motivating and retaining key talent both at the executive level and further down in the organization. 359 of our 556 employees on March 31, 2026 held outstanding equity awards (i.e., 64.6% participation), and we made equity grants to 61% of our employees during 2025. If the Additional Shares are not approved then we will not be able to make competitive equity awards after 2026 and we would risk losing key talent at various employee levels who are critical to executing our turnaround plan.

Under the existing share reserve, as of March 31, 2026, there were approximately 1,090,009 shares subject to outstanding equity awards under the Plan, and approximately 169,941 shares available for future grants under the Plan.

Key Data

When approving the 2026 Restatement, the Board considered the “burn rate” with respect to the equity awards granted by the Company, as well as the Company’s “fully-diluted overhang.” The burn rate is equal to the total number of equity awards the Company granted in a fiscal year, divided by the weighted average common stock outstanding during the year. Fully-diluted overhang is equal to the total number of equity awards outstanding plus the total number of shares

available for grant under the Company’s equity plans, divided by the sum of the total number of equity awards outstanding plus the total number of shares available for grant under the Company’s equity plans plus total common stock outstanding.

The Company’s three-year average burn rate for the last three fiscal years was approximately 7.2% (which consisted of 5.8% in 2023, 8.9% in 2024, and 6.9% in 2025).



	2023	2024 (1)	2025
Stock options granted	64,567	70,513	39,413

Time-based restricted stock units (“RSUs”) granted	387,228	647,893	533,576

Performance-based restricted stock units (“PSUs”) granted (2)	10,526	0	86,492

PSUs earned and vested (3)	0	0	0

Total shares utilized	451,795	718,406	572,989

Basic weighted average common shares outstanding	7,779,198	8,072,127	8,338,759

Total shares utilized as a % of basic weighted average common shares outstanding	5.8 %	8.9 %	6.9%

	Three-year average 2023 - 2025
Three-year average total shares utilized as a % of basic weighted average common shares outstanding (4)	7%

(1) 2024 includes 148,407 shares granted in lieu of cash to pay earned bonuses for 2023 performance. Our 2024 share utilization from the equity compensation program unrelated to the 2023 bonus program was 570,000 shares, which was 7.1% of our weighted average common shares outstanding.

(2) In 2023, we granted 10,526 PSUs to our former CEO, John Carrington with rigorous stock price milestone goals. Mr. Carrington forfeited all of these PSUs in connection with his separation from the Company. In 2025, we granted 86,492 PSUs at target to 10 employees with rigorous stock prices milestone goals.

(3) No performance-based equity was earned or became vested during 2023-2024. In 2025, 40,038 PSUs were earned, but such PSUs do not vest until the first anniversary of their grant date.

(4) If the 148,407 shares granted in lieu of cash to pay earned bonuses for 2023 performance are excluded, our 3-year average share utilization would have been 5.8%.

The Company’s fully-diluted overhang as of March 31, 2026 was 12.8%. If the 2026 Restatement is approved, the Company’s overhang would increase to 16.4%. However, 189,661 of the 1,090,009 outstanding awards on March 31, 2026 are PSUs that will only be earned if the volume-weighted average price (VWAP) of our stock for any consecutive sixty trading-day period equals at least $30, and if these 189,661 PSUs are excluded, our fully-diluted overhang, including the 425,000 new shares being requested, would be 14.9% rather than 16.4%.

Both the 16.4% fully-diluted overhang and the 14.9% fully-diluted overhang if excluding PSUs with a $30 price goal are below the 18.1% peer group median fully-diluted overhang benchmark calculated by our independent compensation consultant, Frederic W. Cook & Co., Inc. (our “Compensation Consultant”), in a recent market study that was reviewed by the Compensation Committee in February 2026. Furthermore, our outstanding award overhang, which is calculated as the sum of outstanding awards divided by the sum of outstanding awards, available stock plan shares (including the request for 425,000 additional shares), and common shares outstanding, was 10.6%, which is also below the 13.3% peer group median outstanding award overhang benchmark.

The peer group consists of comparably-sized companies, nearly all of them with a software focus. These benchmarks are relevant for Stem because a majority of Stem’s 2025 revenue came from software and project, professional & managed services, and we compete for talent with software companies as we continue focusing on growing this part of our business.

The table below shows the stock awards that were outstanding under Plan as of March 31, 2026.



Total shares underlying outstanding options	172,851
Weighted average exercise price of outstanding options	$	104.45
Weighted average remaining term of outstanding options	5.9 years
Total shares underlying outstanding unvested RSUs	684,251
Total shares underlying outstanding unvested PSUs, assuming target performance	281,712
Total shares available for grant	169,941
Total common shares outstanding	8,567,751

While the Company recognizes the significant motivational and performance benefits that may be achieved from granting equity awards, Stem is also mindful of the potential dilutive effect of such awards and the Company’s responsibility to our stockholders. The Board believes that the Additional Shares represent a reasonable amount of potential equity dilution and would allow the Company to continue granting equity awards, which is an important component of the Company’s overall compensation plan. The number of Additional Shares was determined in part based on our average burn rate over the last three years and is needed to allow the Company to make equity-based grants during the remainder of 2026 and in 2027.

Promotion of Good Corporate Governance Practices

The 2026 Restatement provides for the following:

• stock options and stock appreciation rights (“SARs”) may not have a term in excess of ten (10) years and may not be granted at a discount to the fair market value of our common stock on the grant date;

• no repricing of stock options and SARs and no cash buyout of underwater awards without the approval of stockholders (subject to limited and standard exceptions in the event of certain equitable adjustments);

• no liberal recycling of any award types;

• no annual “evergreen” provision that automatically increases the number of shares available for issuance, instead, stockholder approval is required for any increases in the share reserve;

• no excise tax gross-ups;

• annual limits on equity and cash compensation that may be awarded to non-employee directors (subject to certain exceptions);

• one-year minimum vesting periods on all award types (subject to only limited exceptions);

• no automatic vesting of awards upon a change in control and no liberal change in control definition;

• robust transfer restrictions;

• no dividend or dividend equivalent payments with respect to stock options and SARs;

• dividend or dividend equivalent payments for awards other than stock options and SARs will be paid only at the time(s) the vesting requirement(s) of the underlying award are satisfied; and

• all awards under the 2026 Restatement, including time-based and performance-based awards, are subject to the Company’s clawback policy (as further described in the CD&A section of this Proxy Statement), and all are subject to clawback in accordance with an additional recoupment provision in the 2026 Restatement that is also triggered by an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws.

Plan Summary

The following summary of the material terms of the 2026 Restatement is qualified in its entirety by reference to the complete text of the 2026 Restatement, which is set forth in Appendix A. Stockholders are encouraged to read the text of the 2026 Restatement in its entirety.

Purpose

The 2026 Restatement is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates and provide a means by which the eligible award recipients may benefit from increases in the value of our common stock.

Administration

The Board has the authority to administer the 2026 Restatement, including the powers to: (i) determine who will be granted awards and what type of award, when and how each award will be granted, the provisions of each award (which need not be identical), the number of shares or cash value subject to an award and the fair market value applicable to an award; (ii) construe and interpret the 2026 Restatement and awards granted thereunder and establish, amend and revoke rules and regulations for administration of the 2026 Restatement and awards, including the ability to correct any defect, omission or inconsistency in the 2026 Restatement or any award document; (iii) settle all controversies regarding the 2026 Restatement and awards granted thereunder; (iv) accelerate or extend, in whole or in part, the time during which an award may be exercised or vested or at which cash or shares may be issued; (v) suspend or terminate the 2026 Restatement at any time, including to impose a “blackout” or other periods during which awards may not be exercised or settled; (vi) amend the 2026 Restatement; (vii) submit any amendment to the 2026 Restatement for stockholder approval; (viii) approve forms of award documents for use under the 2026 Restatement and amend the terms of any one or more outstanding awards; (ix) generally exercise such powers and perform such acts as the Board may deem necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the 2026 Restatement or any award documents; and (x) adopt procedures and sub-plans as are necessary or appropriate.

The Board may delegate some or all administration of the 2026 Restatement to a committee consisting solely of two or more non-employee directors and/or to an officer in accordance with the provisions of and subject to the terms set forth in the 2026 Restatement. All determinations, interpretations and constructions made by the Board (or another authorized committee or officer exercising powers delegated by the Board) in good faith will be final, binding and conclusive on all persons.

Eligible Participants

Awards may be granted to employees, including officers, directors and certain consultants of the Company and its affiliates. As of March 31, 2026, approximately 363 employees and seven non-employee directors were eligible to participate in the Plan. Options intending to qualify as incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may only be granted to employees of the Company or any qualifying Company subsidiary.

Available Shares

Subject to adjustment for certain dilutive or related events and as described below, if approved by stockholders, the aggregate number of shares of common stock that will be available for issuance under the 2026 Restatement, or the Share Reserve, will be 594,941 (which is the sum of the 169,941 shares remaining available for grant under the Plan as of March 31, 2026 plus the 425,000 Additional Shares ). In addition, the Share Reserve may be increased by any shares of common stock subject to outstanding awards under the Company’s 2021 Equity Incentive Plan and 2009 Equity Incentive Plan that, on or after May 29, 2024, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares of common stock).

The Share Reserve will not be reduced if an award or any portion thereof (i) expires, is cancelled or forfeited or otherwise terminates without all of the shares covered by such award having been issued or (ii) is settled in cash. If any shares of common stock under an award are forfeited back to, reacquired at no cost by, or repurchased at cost by the Company because of the failure to meet a contingency or condition required to vest such shares in the participant, such shares will revert to and again be made available for issuance under the 2026 Restatement. Notwithstanding the foregoing, the following shares of common stock will not be recredited to the Share Reserve: (x) shares of common stock not issued or delivered as a result of the net settlement of an outstanding stock award, (y) shares of common stock used to pay the exercise price or withholding taxes related to any outstanding stock award, or (z) shares of common stock reacquired by the Company with the amount received upon exercise of an option.

The aggregate number of shares of common stock that may be issued on the exercise of ISOs is 594,941.

Shares issued under the 2026 Restatement may consist of authorized by unissued or reacquired common stock of the Company, including shares repurchased by the Company on the open market or otherwise or shares classified as treasury shares.

Non-Employee Director Compensation Limit

The maximum number of shares of common stock subject to awards granted during a single fiscal year to any non-employee director, together with any cash fees paid to such non-employee director during such fiscal year in respect of such non-employee director’s service as a member of the Board during such fiscal year, will not exceed a total value of $600,000 (calculating the value of any awards based on the grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto) (“ASC Topic 718”)). Notwithstanding the foregoing, the Board may provide, in its discretion, for exceptions to this limit for a non-employee director, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.

Termination and Amendment

The Board may amend the 2026 Restatement as it deems necessary or advisable. To the extent required by applicable law or listing requirements, the Company will seek stockholder approval of any amendment of the 2026 Restatement that materially (A) increases the number of shares available for issuance under the 2026 Restatement, (B) expands the class of individuals eligible to receive awards, (C) increases the benefits accruing to participants under the 2026 Restatement, (D) reduces the price at which shares of common stock may be issued or purchased under the 2026 Restatement, (E) extends the term of the 2026 Restatement, or (F) expands the types of awards available for issuance under the 2026 Restatement. Except as otherwise provided in the 2026 Restatement or an award document, no amendment of the 2026 Restatement may materially impair a participant’s rights under an outstanding award without the participant’s written consent. The Board or the Compensation Committee of the Board may suspend or terminate the 2026 Restatement at any time. The 2026 Restatement will automatically terminate on the tenth anniversary of the Effective Date, provided, however, that ISOs may not be granted more than ten (10) years after the later of (i) April 6, 2026 (which is the original date of approval of the 2026 Restatement by the Board) and (ii) the adoption by the Board of any amendment to the 2026 Restatement that constitutes the adoption of a new plan for purposes of Section 422 of the Code. No awards may be granted under the 2026 Restatement while the 2026 Restatement is suspended or terminated.

Awards

The 2026 Restatement authorizes the Board to grant awards to eligible participants, any of which may be subject to the achievement of performance goals, in the form of incentive and nonstatutory stock options, SARs, restricted stock, and RSUs.

Stock Options

A stock option may be granted as an ISO or a stock option which is not intended qualify as an ISO (a “nonstatutory stock option”). The option exercise price may not be less than the fair market value of the stock subject to the option on the date of grant (or, with respect to ISOs, may not be less than 110% of the fair market value if the recipient owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any affiliate, who we refer to herein as a “Ten Percent Stockholder”), unless the option was granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 409A and, if applicable, Section 424(a) of the Code. Options will not be exercisable after the expiration of ten years from the date of grant (or after five years, in the case of an ISO issued to a Ten Percent Stockholder).

Each award agreement will set forth the number of shares subject to each option. The purchase price of any shares acquired pursuant to an option may be payable either by cash, check, bank draft, money order, or, as determined by the Board in its sole discretion, by any combination of: net exercise (but only if the option is a nonstatutory stock option), through an irrevocable commitment by a broker to pay over such amount from a sale of the shares issuable under the option, the delivery of previously owned shares, and any other form of legal consideration that may be acceptable to the Board. The vesting schedule applicable to any option, including any performance goals, will be as set forth in the award agreement.

Stock Appreciation Rights

A SAR is a right that entitles the participant to receive upon exercise, in cash, shares of stock or a combination thereof, as determined by the Board, value equal to or otherwise based on the excess of (i) the fair market value of a specified number of shares at the time of exercise over (ii) the exercise price of the right, as established by the Board on the date of grant. The exercise price of each SAR may not be less than the fair market value of the stock subject to the award on the date the SAR is granted, unless the SAR was granted pursuant to an assumption of or substitution for another option in a manner satisfying the provisions of Section 409A of the Code. SARs will not be exercisable after the expiration of ten years from the date of grant. Each award agreement will set forth the number of shares subject to the SAR and the vesting schedule applicable thereto, including any performance goals.

Provisions Applicable to Both Stock Options and Stock Appreciation Rights

Transferability. The Board may, in its sole discretion, impose limitations on the transferability of options and SARs. Unless the Board provides otherwise, an option or SAR will not be transferable except by will or the laws of descent and distribution and will be exercisable during the lifetime of a participant only by such participant. The Board may permit transfer of an option or SAR in a manner not prohibited by applicable law, except an option or SAR may never be transferred to a third-party financial institution for value. Subject to approval by the Board, an option or SAR may be transferred pursuant to the terms of a domestic relations order or similar instrument and participants may designate a beneficiary who following the participant’s death will be entitled to exercise the option or SAR.

Termination of Service. Except as otherwise provided in an applicable award document or other agreement between a participant and the Company, upon a participant’s termination for any reason other than for cause or due to death or disability, a participant may exercise his or her option or SAR (to the extent such award was exercisable as of the date of termination) for a period of three months following the termination date or, if earlier, until the expiration of the original term of such award. Upon a participant’s termination due to a participant’s disability, unless otherwise provided in an applicable award or other agreement, the participant may exercise his or her option or SAR (to the extent that such award was exercisable as of the date of termination) for a period of 12 months following the termination date or, if earlier, until the expiration of the original term of such award. Upon a termination due to a participant’s death, unless otherwise provided in an applicable award or other agreement, the participant’s estate may exercise the option or SAR (to the extent such award was exercisable as of the termination date) for a period of 18 months following the date of death or, if earlier, until the expiration of the original term of such award. Unless provided otherwise in an award or other agreement, if a participant is terminated for cause, such participant’s option or SAR will terminate on the date the event giving rise to the termination for cause first occurred and the participant will not be permitted to exercise such award.

No Dividends or Dividend Equivalents. No options or SARs may provide for the payment of dividends or dividend equivalents thereon.

No Repricing. Options and SARs may not be modified to reduce the exercise price thereof nor may (i) a new option, SAR or other award at a lower price be substituted or exchanged for a surrendered option or SAR, (ii) any option or SAR with an exercise price that exceeds the fair market value of a share be exchanged for a new option, SAR, cash or other consideration (other than in connection with a change in control), or (iii) any action be taken that would be considered a “repricing” of an option or SAR under the applicable listing standards of the national securities exchange on which the Company’s common stock is listed, unless such action is approved by the stockholders of the Company and otherwise as permitted in the event of certain equitable adjustments.

Restricted Stock and Restricted Stock Units

Restricted shares are awards of shares, the grant, issuance, retention, vesting or transferability of which is subject to such conditions (including continued employment or the satisfaction of performance goals, or both) and terms as the Board deems appropriate. RSUs are awards denominated in units under which the issuance of shares (or cash payment in lieu thereof) is subject to such conditions (including continued employment and/or the satisfaction of performance goals) and terms as the Board deems appropriate. Each award document evidencing a grant of restricted stock or RSUs will set forth the terms and conditions of each award, including vesting and forfeiture provisions, and transferability. No dividends or dividend equivalents shall be paid or settled with respect to such awards unless and until, and then only to the extent that, the underlying award vests.

Performance Goals

The Board, the Compensation Committee of the Board, or an authorized officer, as the case may be, may establish performance criteria, performance period, and level of achievement versus such criteria that will determine the number of shares or units to be granted, retained, vested, issued, or issuable under or in settlement of or the amount payable pursuant to an award. The Board, the Compensation Committee of the Board, or an authorized officer, as the case may be, also retains the discretion to define the manner of calculating the performance criteria it selects.

In determining the outcome of a performance goal or performance-based vesting award, the Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j), unbudgeted capital expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to common stock, (m) any business interruption event, (n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results.

Minimum Vesting Requirements

Stock awards granted under the 2026 Restatement may not become exercisable, vest or be settled, in whole or in part, prior to the one-year anniversary of the date of grant except (i) with respect to an award that is granted in connection with a merger or other acquisition as a substitute or replacement award for awards held by participants of the acquired business and (ii) with respect to an award granted to a non-employee director that vests on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting; provided, that (x) up to 5% of the Share Reserve may be issued pursuant to awards that are subject to vesting periods of less than one year, and (y) provided, further, that the foregoing restriction does not apply to the Board’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a change in control, in the terms of the award or otherwise.

Adjustments of and Changes in the Stock

In the event of any change in the capitalization of the Company, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the 2026 Restatement; (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of ISOs; and (iii) the class(es) and number of securities or other property and value (including price per share of stock) subject to outstanding stock awards. The Board will make such adjustments, and its determination will be final, binding and conclusive. Unless provided otherwise in an award or other agreement, in the event of a dissolution or liquidation of the Company, all outstanding stock awards (other than stock awards consisting of vested and outstanding shares of Company common stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of common stock subject to the Company’s repurchase rights or subject to forfeiture may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such stock award is providing continuous service; provided, however, that the Board may, in its sole discretion, provide that some or all stock awards will become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent not already expired or terminated) before the dissolution or liquidation is completed but contingent upon its completion.

In the event of a Change in Control (as defined in the 2026 Restatement), the Board will take one or more of the following actions with respect to each outstanding award, contingent upon the closing or completion of the Change in Control:

• arrange for the surviving corporation or acquiring corporation (or the parent company thereof) to assume or continue the award or to substitute a similar award for the award;

• arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to the award to the surviving corporation or acquiring corporation (or the parent company thereof);

• accelerate the vesting, in whole or in part, of the award (and, if applicable, the time at which the award may be exercised) to a date prior to the effective time of such Change in Control as determined by the Board (or, if the Board will not determine such a date, to the date that is five days prior to the effective date of the Change in Control), with such award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control, and with such exercise reversed if the Change in Control does not become effective;

• arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the award;

• cancel, to the extent not vested or not exercised prior to the effective time of the Change in Control, in exchange for such consideration (in cash, property, securities or a combination thereof), if any, as the Board, in its reasonable determination, may consider appropriate as an approximation of the value of the canceled award; and

• cancel, to the extent not vested or not exercised prior to the effective time of the Change in Control, in exchange for a payment equal to the excess, if any, of (A) the value in the Change in Control of the property the participant would have received upon the exercise of the award immediately prior to the effective time of the Change in Control, over (B) any exercise price payable by such holder in connection with such exercise; provided, that the Board may cancel and terminate without payment any option or SAR with an exercise price equal to or in excess of the value of the shares of common stock subject to such option or SAR determined as of immediately prior to the Change in Control.

The Board need not take the same action with respect to all awards or portions thereof or with respect to all participants and may take different actions with respect to the vested and unvested portions of an award.

In the absence of any affirmative determination by the Board at the time of a Change in Control, each outstanding award will be assumed or an equivalent award will be substituted by such successor corporation or a parent or subsidiary thereof, unless such successor corporation does not agree to assume or substitute the award, in which case the vesting of such award will accelerate (along with, if applicable, the time at which the award may be exercised) to a date prior to the effective time of such Change in Control as the Board will determine (or, if the Board will not determine such a date, to the date that is five days prior to the effective date of the Change in Control), with such award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control, and with such exercise reversed if the Change in Control does not become effective.

An award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the award agreement for such award or as may be provided in any other written agreement with the participant, but in the absence of such provision, no such acceleration will occur.

U.S. Federal Income Tax Consequences

The following discussion of the federal income tax consequences of the 2026 Restatement is intended to be a summary of applicable U.S. federal law as currently in effect. The discussion is intended solely for general information purposes and does not make specific representations to any participant. The discussion does not address state, local, or foreign income tax rules or other U.S. tax provisions, such as estate or gift taxes. A participant’s particular situation may be such that some variation of the basic rules is applicable to them. In addition, the federal income tax laws and regulations frequently have been revised and may be changed again at any time. Therefore, each participant is urged to consult a tax advisor before exercising any award or before disposing of any shares acquired under the 2026 Restatement both with respect to federal income tax consequences as well as any state, local, or foreign tax consequences.

Stock Options

ISOs and nonstatutory stock options are treated differently for federal income tax purposes. ISOs are intended to comply with the requirements of Section 422 of the Code and nonstatutory stock options are not intended to comply with such requirements.

An optionee generally does not recognize taxable income on the grant or exercise of an ISO. The difference between the exercise price and the fair market value of the shares on the exercise date (the “Spread Value”) may, however, be a preference item for purposes of the alternative minimum tax. If an optionee holds the shares acquired upon exercise of an ISO for at least two years following the option grant date and at least one year following exercise, the optionee’s gain, if any, upon a subsequent disposition of such shares will be taxed as long-term capital gain. The measure of the gain is the

difference between the proceeds received on disposition and the optionee’s basis in the shares (which generally equals the exercise price). If an optionee disposes of stock acquired pursuant to the exercise of an ISO before satisfying these holding periods, the optionee will recognize ordinary income in the year of disposition in an amount equal to the excess of the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares), over the exercise price paid for the shares, and any additional gain or loss recognized upon the disposition will be a capital gain or loss. The Company is not entitled to an income tax deduction on the grant or exercise of an ISO or on the optionee’s disposition of the shares after satisfying the holding period requirement described above. If the holding periods are not satisfied, the Company will be entitled to a deduction in the year the optionee disposes of the shares in an amount equal to the ordinary income recognized by the optionee.

In order for an option to qualify for ISO tax treatment, the grant of the option must satisfy various other conditions more fully described in the Code. The Company does not guarantee that any option will qualify for ISO tax treatment even if the option is intended to qualify for such treatment. In the event an option intended to be an ISO fails to so qualify, it will be taxed as a nonstatutory stock option as described below.

An optionee is not taxed on the grant of a nonstatutory stock option. On exercise, the optionee recognizes ordinary income equal to the Spread Value on the date of exercise. The Company is entitled to an income tax deduction in the year of exercise in the amount recognized by the optionee as ordinary income. The optionee’s gain (or loss) on a subsequent disposition of the shares will be long-term or short-term capital gain (or loss) depending on the holding period of such shares following exercise. The Company does not receive a deduction for any such gain.

Stock Appreciation Rights

A participant is not taxed on the grant of a SAR. On exercise, the participant recognizes ordinary income equal to the Spread Value. The Company is entitled to an income tax deduction in the year of exercise in the amount recognized by the participant as ordinary income.

Restricted Stock

Participants who receive restricted stock will not recognize any taxable income at the time those shares are granted but will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The participant may, however, elect under Section 83(b) of the Code within 30 days of the grant date to include as ordinary income in the year the unvested shares are granted an amount equal to the excess of (a) the fair market value of those shares on the grant date over (b) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest and if the participant forfeits the shares to the Company (e.g., upon the participant’s termination prior to vesting), the participant may not claim a deduction with respect to the income recognized as a result of the election. The Company will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time such ordinary income is recognized by the participant.

Restricted Stock Units

Participants who receive RSUs do not recognize income at the time of the grant. When the RSUs vest, participants generally recognize ordinary income in an amount equal to the fair market value of the stock, cash, or other consideration received in settlement of the RSUs, and the Company will receive a corresponding income tax deduction.

Company Deduction and Section 162(m)

Section 162(m) of the Code generally limits the federal income tax deduction for compensation paid to “covered employees” (in general, the CEO, the CFO, and the three other most highly-compensated executive officers for the year at issue and any person who was part of that group for any other year beginning after December 31, 2016) to $1,000,000. It is expected that compensation deductions for any covered employee with respect to awards granted under the 2026 Restatement will be subject to the $1,000,000 annual deduction limitation. The Board may grant awards under the 2026 Restatement or otherwise that are or may become non-deductible when it believes doing so is in the best interests of the Company and our stockholders.

Withholding Taxes

The Company will generally be required to withhold applicable taxes with respect to any ordinary income recognized by a participant who is an employee in connection with awards made under the 2026 Restatement.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECTS OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND STEM WITH RESPECT TO AWARDS UNDER THE 2026 RESTATEMENT. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

Existing Plan Benefits

No awards made under the Plan prior to the date of the Annual Meeting were granted subject to stockholder approval of this Proposal 2. The following table sets forth information with respect to stock options and stock awards that have been granted to our named executive officers and the specified groups set forth below under the Plan as of March 31, 2026.



Name and Principal Position	Stock Options	Stock Awards (1)
All Named Executive Officers
Arun Narayanan Chief Executive Officer and Director	—	196,450 (2)
David Buzby Former Interim CEO and Executive Chair of the Board	32,819	14,171
Mike Carlson President, Managed Services & OEM Hardware	17,730	137,579 (3)
Saul R. Laureles Chief Legal Officer and Corporate Secretary	24,177	125,909 (4)
All executive officers as a group (5 persons)	65,814	551,221 (5)
All non-employee directors as a group (7 persons)	32,819	80,984
Class II Director Nominees
Ira Birns	—	14,205
Adam E. Daley	—	15,195
Anil Tammineedi	—	15,195
Associates of directors, executive officers, or director nominees as a group	—	—
5% award holders	—	196,450
All employees (other than executive officers and non-employee directors as a group)	18,772	721,152 (6)

(1)All listed PSU awards for PSUs (i) granted in 2025 assume maximum performance, which in the case of PSUs granted in 2025 equals 200% and in the case of PSUs granted in 2026 equals 150%. See “—Long-Term Equity Incentive Awards” for details on 2025 PSU vesting mechanics.

(2)Mr. Narayanan’s Stock Awards include 106,350 RSUs and 90,100 PSUs (32,500 granted in 2025 at 200% performance and 57,600 granted in 2026 at 150% performance).

(3)Mr. Carlson’s Stock Awards include 80,779 RSUs and 56,800 PSUs (31,000 granted in 2025 at 200% performance and 25,800 granted in 2026 at 150% performance).

(4)Mr. Laureles’ Stock Awards include 76,909 RSUs and 49,000 PSUs (31,000 granted in 2025 at 200% performance and 18,000 granted in 2026 at 150% performance).

(5)Stock Awards for executive officers include 379,721 RSUs and 171,500 PSUs.

(6)Stock Awards for all employees include 560,168 RSUs and 160,984 PSUs.

New Plan Benefits; Market Value of Securities

The benefits that will be awarded or paid in the future under the 2026 Restatement are not currently determinable. Such awards are within the discretion of the Board or its Compensation Committee, and neither the Board nor the

Compensation Committee has determined future awards or who might receive them. Therefore, a New Plan Benefits Table is not provided. As of March 31, 2026, the closing price of a share of the Company’s common stock was $8.84.

Registration With the SEC

Assuming that stockholders approve the 2026 Restatement, we intend to file with the SEC a registration statement on Form S-8 covering the Additional Shares in the second quarter of calendar year 2026.

Required Vote

The affirmative vote of a majority of shares of common stock present or represented at the Annual Meeting and entitled to vote thereon is required for the approval of the amendment and restatement of the Amended and Restated 2024 Equity Incentive Plan. Abstentions will have the same effect as a vote “against” this proposal. Broker non-votes, if any, will have no effect on the outcome of this proposal.

Recommendation of the Board

The Board unanimously recommends that you vote “FOR” the approval of the amendment and restatement of the Company’s Amended and Restated 2024 Equity Incentive Plan.

PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Our Board is asking you to approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”), as disclosed in this Proxy Statement. This item, which is provided pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is commonly referred to as a “say-on-pay” resolution.

This say-on-pay proposal gives our stockholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific element of compensation but rather the overall compensation of our NEOs and our compensation philosophy, policies, and practices described in this Proxy Statement. Please read the “Executive Compensation” section and the compensation tables and narrative disclosure that follow for information about our executive compensation program, including details of the 2025 compensation of our NEOs. Our Compensation Committee believes that these policies and practices are effective in implementing our compensation philosophy and achieving our compensation program goals.

As an advisory vote, the outcome of the vote on this proposal is not binding. However, our Compensation Committee, which is responsible for designing and administering our executive compensation program, will consider the outcome of this vote when making future executive compensation decisions. Unless our Board modifies its current policy on the frequency of holding say-on-pay votes, the next say-on-pay vote is expected to occur at our 2027 Annual Meeting of Stockholders.

Required Vote

The affirmative vote of a majority of shares of common stock present or represented at the Annual Meeting and entitled to vote thereon is required for the non-binding, advisory approval of our named executive officers’ compensation. Abstentions will have the same effect as a vote “against” this proposal. Broker non-votes, if any, will have no effect on the outcome of this proposal.

Recommendation of the Board

The Board recommends a vote “FOR” the approval, on a non-binding, advisory basis, of our named executive officers’ compensation.

PROPOSAL 4: RATIFICATION OF INDEPENDENT AUDITOR SELECTION

Our Audit Committee has selected RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026, subject to RSM finalizing customary acceptance procedures. In this proposal, we are asking stockholders to vote to ratify this selection. Representatives of RSM are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from stockholders.

Stockholder ratification of the selection of RSM as the Company’s independent registered public accounting firm is not required by law or our Bylaws. However, we are seeking stockholder ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, our Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Prior to the appointment of RSM, Deloitte & Touche LLP (“Deloitte”) served as our independent registered public accounting firm. For additional information, see “Change in Independent Registered Public Accounting Firm” below. We do not expect that a representative of Deloitte will be present at the Annual Meeting.

Change in Independent Registered Public Accounting Firm

On March 12, 2026, the Audit Committee approved (i) the dismissal of Deloitte as the Company’s independent registered public accounting firm and (ii) the engagement of RSM as the Company’s independent registered public accounting firm beginning with the review of the Company’s financial statements for the quarter ending March 31, 2026, and including the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2026.

Deloitte’s report on the Company’s consolidated financial statements as of December 31, 2024 and December 31, 2025, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal year ended December 31, 2024, the fiscal year ended December 31, 2025, and the subsequent period through March 12, 2026, there were no: (i) disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with its report or (ii) “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K and related instructions.

The Company requested that Deloitte furnish a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Deloitte’s letter, dated March 17, 2026, is filed as Exhibit 16 to our Current Report on Form 8-K filed with the SEC on March 17, 2026.

During the years ended December 31, 2024, and December 31, 2025, and through March 12, 2026, the Company did not consult with RSM regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that RSM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; and (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Independent Registered Public Accounting Firm Fees

As described more fully above, the Audit Committee has selected RSM as the Company’s independent registered public accounting firm for the year ending December 31, 2026. Prior to this, Deloitte served as the Company’s independent registered public accounting firm from August 2021 to March 2026, and provided services to Legacy Stem from 2018 until the Merger. The following table summarizes the audit fees billed by Deloitte for the indicated fiscal years and the fees billed by Deloitte for all other services rendered during the indicated fiscal years. All services associated with such fees were pre-approved by our Audit Committee in accordance with the “Pre-Approval Policy and Procedures” described below.


	Year Ended December 31,
Fee Category	2025		2024
Audit Fees (1)	$	2,213,000.00	$	2,979,353
Audit-Related Fees (2)	$	272,000.00	$	32,000.00
Tax Fees (3)	—		—
All Other Fees (4)	$	2,051.00	$	1,895.00
Total Fees	$	2,487,051	$	3,013,248

_______________

(1)Consists of fees for the audit of our annual financial statements included in Annual Reports on Form 10-K, as well as reviews of quarterly financial statements included in Quarterly Reports on Form 10-Q.

(2) Consists of fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements and services provided in connection with SEC filings, including consents and comfort letters.

(3) Consists of fees for professional services for tax compliance, tax advice, and tax planning.

(4) Consists of fees for an accounting research software subscription.

Pre-Approval Policy and Procedures

Our Audit Committee has adopted procedures requiring the pre-approval of all audit and permissible non-audit services performed by our independent registered public accounting firm. In its pre-approval and review of non-audit service fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditors’ independence.

These procedures generally approve the performance of specific services subject to a cost limit for all such services. This general approval is reviewed, and if necessary modified, at least annually. The Committee may pre-approve certain other audit-related or other non-audit services it believes would not impair the independence of the auditor and are consistent with SEC and Public Company Accounting Oversight Board (“PCAOB”) rules on auditor independence. The Committee does not delegate its responsibility to approve services performed by our auditor to any member of management. The Committee has delegated authority to the Committee chair to pre-approve any audit or non-audit service to be provided to us by our auditor provided that the fees for such services do not exceed $150,000, (1) per each engagement or project, (2) per each additional category of services, or (3) to the extent required under such procedures, for any individual service exceeding the pre-approved budgeted fee levels for the specified service, in each case with such limit applying to each individual engagement/project, service or category of services being approved by the Committee chair and not on an aggregated or quarterly/annual basis. Any approval of services by the Committee chair pursuant to this delegated authority must be reported to the Committee at its next regularly scheduled meeting.

Required Vote

The affirmative vote of a majority of shares of common stock present or represented at the Annual Meeting and entitled to vote thereon is required for the ratification of the selection of RSM as our independent registered public accounting firm for the year ending December 31, 2026. Abstentions will have the same effect as a vote “against” this proposal. Broker non-votes, if any, will have no effect on the outcome of this proposal.

Recommendation of the Board

The Board recommends that you vote “FOR” the ratification of the selection of RSM as our independent registered public accounting firm for fiscal year 2026.

REPORT OF THE AUDIT COMMITTEE

During 2025, only non-management directors comprised the Audit Committee. The Board determined that each member of the Audit Committee is independent under the New York Stock Exchange (“NYSE”) listing standards. The Audit Committee operates under a written charter adopted by the Board. As described more fully in its charter, the purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s accounting and financial reporting processes, audits of the financial statements, internal control and audit functions, and compliance with legal and regulatory requirements and ethical standards adopted by the Company.

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2025 with the Company’s management and with Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm for the year ended December 31, 2025. The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee (i) received the written disclosures and the letter from Deloitte pursuant to applicable PCAOB requirements regarding its communications with the Audit Committee concerning independence, and (ii) has discussed with Deloitte its independence.

Based on the foregoing, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.

As discussed in Proposal 4, on March 12, 2026, the Audit Committee approved (i) the dismissal of Deloitte as the Company’s independent registered public accounting firm and (ii) the engagement of RSM US LLP as the Company’s independent registered public accounting firm beginning with the review of the Company’s financial statements for the quarter ending March 31, 2026, and including the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2026.

Submitted by the Stem Audit Committee

Ira Birns (Chair)

Adam E. Daley

Laura D’Andrea Tyson

CORPORATE GOVERNANCE

Our current governance practices provide for strong independent leadership, active participation by independent directors, and independent evaluation of, and communication with, many members of senior management. These governance practices are reflected in our Corporate Governance Guidelines and our various committee charters, which are available on our website located at investors.stem.com, under “Governance.”

Our Governance Philosophy

Our Board believes that there is no single set of generally accepted corporate governance practices that is appropriate across all companies, and that governance practices may evolve as circumstances change. Our Board has determined to separate the CEO and Chairman of the Board (“Chairman”) functions to allow our Chairman (or if the Chairman is not independent, the Lead Independent Director) to oversee corporate governance matters and our CEO to focus on leading the Company’s business. See “—Board Leadership Structure” below for more information.

Our history as a special purpose acquisition company prior to the Merger left us with certain structural protections. For example, we currently have a classified Board and plurality voting for the election of directors, only the Board is empowered to call a special meeting of our stockholders, and we require a supermajority vote for stockholders to propose and approve amendments to our Bylaws and a limited number of items in our Certificate of Incorporation. Following careful deliberation after the closing of the Merger, our Board initially determined to retain these measures for a period to promote stability and continuity of our Board and to allow us to focus on a consistent strategy while we matured as a public company.

The Board assesses our corporate governance practices at least annually, and may modify these practices from time to time to best address the Company’s unique circumstances, and respond to feedback from and advance the best interests of all stockholders, as and when it believes appropriate.

At its February 2026 meeting, the Board, on recommendation of the Nominating, Governance and Sustainability Committee, determined that it was appropriate to preserve our post-IPO governance structure in 2026 to provide our senior management team (of which, our CEO and CFO are new to their roles) sufficient time to execute the Company’s new software-centric strategy and to continue to provide stability and continuity through that transitional phase. The Board expects that i8t will reconsider the potential inclusion of proposals to declassify our Board and remove the supermajority vote requirement at our 2027 Annual Meeting of Stockholders.

Board Composition

Director Nomination Process

The Nominating Committee is responsible for, among other things, overseeing succession planning for directors and building a qualified board to oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders. In this regard, the Committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills and experiences that are currently represented on the Board and the skills and experiences that the Board may find valuable in the future, and identifying, evaluating, and recommending potential director candidates.

In identifying potential candidates for Board membership, the Nominating Committee considers recommendations from directors, stockholders, management, and others, including, from time to time, third-party search firms to assist it in locating qualified candidates. Once potential director candidates are identified, the Nominating Committee, with the assistance of senior executive management, undertakes a vetting process that considers each candidate’s background, independence, and fit with the Board’s priorities. As part of this vetting process, the Nominating Committee, as well as other members of the Board and the CEO, conduct interviews with the candidates. If the Nominating Committee

determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the Board for appointment or nomination and to the stockholders for election at the annual meeting.

Criteria for Board Membership

In assessing potential candidates for Board membership and in assessing Board composition, the Nominating Committee considers a wide range of factors and generally seeks to balance the following skills, experiences, and backgrounds on the Board:

• SaaS Knowledge and Experience: Directors with experience as executives, directors or in other leadership positions in Software as a Service (SaaS) and other areas in which we compete, because our success depends on developing and investing in innovative products and technologies. Among other things, this experience is critical to the Board’s ability to understand our products and business, to assess our competitive position within the clean energy industry and the strengths and weaknesses of our competitors, to be aware of technology trends and innovations, and to evaluate potential acquisitions and our acquisition strategy.

• Public Company Board Experience: Directors with public company board experience understand the dynamics and operation of a corporate board, the relationship of a public company’s board to the CEO and other senior management, the legal and regulatory landscape in which public companies must operate, the importance of particular agenda and oversight issues, and how to oversee an ever-changing mix of strategic, operational and compliance-related matters.

• Senior Leadership: Directors who have served in senior leadership positions are important to us because they have the experience and perspective to analyze, shape, and oversee the execution of important and complex operational and strategic issues. These directors’ insights and guidance, and their ability to assess and respond to situations encountered while serving on our Board, may be enhanced by leadership experience at businesses or organizations that involve organizational growth, expansion into new markets, navigation of the regulatory landscapes, and technology or other rapidly evolving business models.

• Financial Expertise: Knowledge of financial markets, financing, and funding operations, as well as accounting and financial reporting processes, assists our directors in understanding, advising on, and overseeing Stem’s capital structure, financing, and investing activities, as well as our financial reporting and internal controls.

• Business Development and M&A Experience: Directors with a background in business development and M&A provide insight into developing and implementing strategies for growing our business. Useful experiences in this area includes skills in assessing “make” vs. “buy” decisions, analyzing the “fit” of a proposed acquisition with a company’s strategy, valuing transactions, and assessing management’s plans for integration with existing operations.

• Clean Energy and Renewables: Directors with experience in the energy, energy infrastructure, clean energy, and renewables industries provide valuable insight to our Board.

• Government and Regulatory Experience: Directors who have served in government positions provide experience and insights that help us work constructively with governments at the federal, state, and local levels and address public policy issues, particularly as they relate to Stem’s operations and public support for renewable energy and the energy transition. Directors with a background in regulation can assist the Board in fulfilling its oversight responsibilities related to Stem’s legal and regulatory compliance and its engagement with regulatory authorities.

• Diverse Perspectives and Backgrounds: We seek a diversity of perspectives and backgrounds on the Board, including with respect to gender, race, ethnic and national background, geography, age, and sexual orientation. For example, one of eight directors identifies as female and two directors identify as racially/ethnically diverse.

In addition to the above, the Nominating Committee generally believes it is important for all Board members to possess the highest personal and professional ethics, integrity, and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters, and a willingness to represent the long-term interests of all our stockholders.

The Nominating Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.

Summary of Director Skills and Characteristics

The chart below summarizes the qualifications of our directors, as well as director nominees, including knowledge, skills, experiences, and other attributes that the Board believes are relevant to their Board and committee service. Not having a mark does not mean the director does not possess that qualification, skill, or experience. Each director and nominee possesses numerous other skills and experience not identified in the following chart, as further detailed in their biographies beginning on or around page 6 of this Proxy Statement. We believe our directors, including our director nominees, provide a well-rounded set of expertise to assist in effective oversight of Stem management.

Substantial Knowledge, Skills, and Experience

Buzby

Birns

Daley

Guruswamy

Shivram

Tammineedi

Tyson

Narayanan

Other Public Company Boards

SaaS/Services

Capital Allocation

Industry/Operational Experience

Business Development and Strategy

Corporate Finance

Current or Former CEO

Accounting and Financial Reporting

Energy Transition

Cybersecurity / Information Security

Mergers & Acquisitions

Enterprise Risk Management

Global Business Experience

Government, Regulatory & Public Policy

Stockholder Recommendations for Directors

It is the Nominating Committee’s policy to consider written recommendations from stockholders for nominees for director. The Committee considers nominees recommended by our stockholders in the same manner as a candidate recommended by other sources. Any such recommendations should be submitted to the Committee as described in the section titled “Communications with the Board” and should include the same information required under our Bylaws for nominating a director, as described under “Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting.”

Board Leadership Structure

One of the Board’s key responsibilities is to evaluate and determine an appropriate board leadership structure to provide for independent oversight of management. The independent members of the Board periodically review the Board’s leadership structure to evaluate whether the structure remains appropriate for the Company, and may modify this structure from time to time to best address the Company’s unique circumstances and advance the best interests of all stockholders, as and when appropriate.

Our Board’s independent directors have selected an independent member of the Board, David Buzby, to serve as Chairman of the Board. The Board recognizes that one of its key responsibilities is to evaluate and determine an appropriate board leadership structure so as to promote independent oversight of management. Currently, the Board believes that the roles of Chairman and CEO should be separate as this structure enables our Chairman to oversee corporate governance matters and our CEO to focus on leading the Company’s business. While our current Chairman is independent, the Board does not have a policy mandating that the Chairman be independent. The Board believes it is important to retain flexibility to determine whether this role will be held by an independent member of the Board based upon the Board’s assessment of the Company’s needs and leadership at a given point in time. At any time when the Chairman is not independent, the independent members of the Board will, upon the recommendation of the Nominating Committee, designate an independent director to serve as lead independent director (the “Lead Independent Director”).

Our Board believes that its programs for overseeing risk, as described in the “Board Oversight of Risk Management” section below, would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly affect its selection of the current leadership structure.

The independent directors generally meet in executive session without management present at every regular Board meeting. The purpose of these executive sessions, which are led by our independent Chairman (or if the Chairman is not independent, the Lead Independent Director), is to encourage and enhance communication among independent directors.

Board Oversight of Risk Management

The Board and its committees are actively involved in overseeing risk management for Stem. The Board routinely assesses the Company’s major risks and options for mitigation, in order to promote our stockholders’ interests in Stem’s long-term health, financial strength, and overall success. We believe that our Board composition provides the Company with robust and well-rounded experience to assist in effective oversight of management, as discussed on or around page 33 of this Proxy Statement. The full Board oversees assessment of major risks facing the Company, determining the extent to which such risks are applicable and, to the extent the Board deems it appropriate, evaluating management’s plans for their mitigation. The risks that the Board routinely considers broadly relate to strategic, operational, financial, regulatory, competitive and geopolitical risks. The full Board oversees risk management by the CEO and the rest of our senior management team, by reviewing major financial objectives and critical strategies and long-term plans, including, but not limited to, major allocations of capital, operating performance, and sustainability.

In addition, the Board delegates to its committees responsibility for overseeing certain types of risk, some of which are reflected below:

• The Audit Committee has overall responsibility for overseeing the Company’s practices with respect to risk assessment and management. Some of the specific responsibilities of the Committee are overseeing management of risks related to our financial reporting and internal controls, cybersecurity risks, and major financial risks.

• The Compensation Committee is responsible for overseeing management of risks related to our compensation policies and programs and human capital resources.

• The Nominating Committee is responsible for overseeing management of risks related to director succession planning, our corporate governance, and our sustainability practices and initiatives.

The Board committees report regularly to the Board on activities in their respective areas of oversight. In addition, the Board and its committees receive regular reports from members of the Company’s senior management on areas of significant risk to the Company, including strategic, operational, financial, cybersecurity, legal and regulatory risks. While our Board has an oversight role, management is tasked with direct day-to-day responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

Our senior management team has developed a comprehensive strategic planning and enterprise risk management (“ERM”) process for identifying, assessing and managing risk. Through this process, we identify key risks through a quarterly corporate-level risk mapping exercise, which involves the CEO, CFO, CLO, and other members of senior management, along with a bottom-up operational risk assessment by our various business units and functions. Our executive leadership team and its ERM and Disclosure Committee report directly to the Board, and on a quarterly basis, present to the Board a comprehensive report on material risk identification, response, and mitigation strategies.

Director Independence

The NYSE listing rules require a majority of a listed company’s board of directors to be comprised of independent directors who do not have a disqualifying relationship, as described in the NYSE listing rules, and who, in the opinion of the board of directors, have no direct or indirect material relationship with the company. Subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the NYSE listing rules and the Exchange Act.

Our Board annually undertakes a review of its composition and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including the beneficial ownership of our capital stock by each non-employee director, our Board has determined that all of

our current non-employee directors, including Messrs. Buzby, Birns, Daley, Guruswamy, Shivram, and Tammineedi and Dr. Tyson, qualify as “independent directors” as defined by the NYSE listing rules. Mr. Buzby was not independent while he served as Interim CEO and Executive Chair of the Company in connection with the leadership transition, but, in accordance with NYSE listing rules, resumed his status as an independent director following such service. Mr. Narayanan is not independent, as defined by the NYSE listing rules, due to his service as our Chief Executive Officer. Former director Gerard Cunningham was not independent during the period he served on the Board in 2025 due to the compensation received for his former service on the Company’s Software Strategy Working Group. Former director Jane Woodward was independent during the period she served on the Board in 2025.

Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the independence standards for audit committees and compensation committees, as applicable, established by the SEC and NYSE listing rules.

Director Time Commitments

While Board members benefit from service on the boards of other companies and such service is encouraged, under the Board’s Corporate Governance Guidelines, directors are expected to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. In this regard, the Company has adopted specific limits on the number of other public company boards upon which a director may sit. Ordinarily, directors may not serve on the boards of more than four public companies (including the Company’s Board) and the CEO and directors who are executive officers of public companies may not serve on the board of more than one public company (in addition to the Company’s Board). As part of the annual director nomination process, the Nominating Committee considers directors’ adherence to these expectations, and directors are expected to notify and receive approval from the Nominating Committee before accepting a seat on the board of another for-profit organization.

Director Meeting Attendance

In 2025, all of our directors attended at least 75% of the total number of meetings of the Board and its committees on which they served, and all of our directors attended at least 89% of the Board and its committees on which they served. Meetings of the Board and its committees were held in 2025 as follows:


			# of Meetings (1)
Board			12
Audit Committee			7
Compensation Committee			5
Nominating Committee			3

(1) Includes special meetings as follows: the Board held 8 special meetings in 2025; the Audit Committee held 3 special meetings; the Compensation Committee held one special meeting, and the Nominating Committee held one special meeting.

At each 2025 Board meeting, the Board’s independent Chair, or lead independent director, as applicable, led one or more executive session(s) of non-employee directors. In addition, Stem officers regularly attend Board meetings to present information on our business and strategy, and directors have access to our employees outside of Board meetings. From time to time between meetings, Board and committee members confer with each other, with management, and with independent consultants, and representatives of management may meet with these consultants on behalf of the relevant committee.

The Board’s policy is that directors should endeavor to attend the annual meeting of stockholders. Two of our directors then-serving attended our 2025 Annual Meeting of Stockholders.

Board Committees

Our Board has a separately designated Audit, Compensation, and Nominating Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees is empowered to retain outside advisors as it deems

appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at investors.stem.com, under “Governance.”

Board Committee Members as of April 24, 2026


Name	Audit Committee	Compensation Committee	Nominating Committee
David Buzby
Ira Birns	Chair
Adam E. Daley	X	X
Vasudevan (Vasu) Guruswamy			X
Krishna Shivram		Chair
Anil Tammineedi		X	X
Laura D’Andrea Tyson	X		Chair
Arun Narayanan

Audit Committee. The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company and its subsidiaries, including the audits of the Company’s financial statements, the integrity of the financial statements, and the annual review of the performance, effectiveness, and independence of the outside auditor; and the periodic review of our key sustainability policies and disclosures, and the adequacy and effectiveness of applicable internal reporting and controls related to such disclosures. This includes reviewing the financial information provided to stockholders and others, and reviewing the adequacy and effectiveness of the Company’s internal controls. The Committee also makes recommendations to the Board as to whether our financial statements should be included in our Annual Report on Form 10-K.

The Board has determined that Mr. Birns qualifies as an “audit committee financial expert” under SEC rules, and that each Audit Committee member is sufficiently proficient in reading and understanding the Company’s financial statements to serve on the Audit Committee.

Compensation Committee. The primary responsibilities of our Compensation Committee are to periodically review, evaluate, and approve the total direct compensation and other benefits for our executive officers and directors, and to evaluate whether each element remains competitive with the companies in our executive compensation peer group. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers, evaluating the performance of these officers in light of the goals and objectives, and setting the officers’ total direct compensation based on those evaluations (except for the total direct compensation of the CEO, which is determined by the independent members of the Board on recommendation of the Compensation Committee). The Compensation Committee oversees our engagement with stockholders on executive compensation matters and also oversees how we manage our human capital resources. The Compensation Committee also administers and makes recommendations to the Board regarding equity incentive plans and approves the grant of equity awards under the plans. The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the Committee.

The Compensation Committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. Even where the Compensation Committee does not delegate authority, our executive officers will typically make recommendations to the Compensation Committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans, but will not be present during voting or deliberations on their own compensation. The Compensation Committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The Compensation Committee engaged Frederic W. Cook & Co., Inc. as its independent compensation consultant in 2025 to provide advice regarding the amount and form of executive and director compensation.

Compensation Committee Interlocks and Insider Participation. None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Nominating Committee. The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, develop and recommend to the Board criteria for identifying and evaluating qualified director

candidates, and make recommendations to the Board regarding candidates for election or re-election to the Board at each annual meeting of stockholders. The Committee is responsible for overseeing our corporate governance practices and making recommendations to the Board concerning corporate governance matters. The Committee is also responsible for making recommendations to the Board concerning the size, structure, composition, and functioning of the Board and its committees. In addition, the Committee is responsible for overseeing our sustainability policies, activities, and opportunities, our political contributions and lobbying activities, if any, and our engagement with stockholders on governance, sustainability, and related matters.

Stockholder Engagement

During the past fiscal year, we met with analysts and institutional investors to inform and share our perspective, and to solicit their feedback on our performance. Our stockholder engagement program included our participation in investor conferences and other formal events, and group and one-on-one meetings throughout the year. We also invited our 25 largest stockholders to participate in individual conference calls with members of our legal team, our investor relations team and our Chairman of the Board and held meetings with the two institutional investors that responded to our invitation, as described more fully under “Executive Compensation”. Engaging directly with our stockholders provides us with a better understanding of their priorities, perspectives and positions and gives us the opportunity to receive feedback on corporate governance, executive compensation or other programs that may be under consideration by the Board.

Our Commitment to Sustainability

We are committed to the health and well-being of our people, our communities, and our planet. As we mature as a public company, we intend to continue to formalize our sustainability function and programs by developing our processes, strategies, and governance frameworks. Our Sustainability Policy Statement is available on our website and outlines our philosophy with respect to climate change, greenhouse gas emissions (“GHG”), and supply chain concerns, among other things.

Sustainability Management and Oversight

Our sustainability governance structure is evolving to include numerous participants engaging in information-sharing and decision-making, capitalizing on the depth and breadth of expertise throughout Stem. As discussed in “—Board Committees” above, our Nominating Committee has direct oversight over sustainability issues and regularly meets with key stakeholders to oversee the development of our sustainability program. Our Audit Committee also periodically reviews our key sustainability disclosures and the adequacy and effectiveness of applicable internal reporting and controls related to such disclosures. Our management-level sustainability committee, which is comprised of senior executives and other key stakeholders from our legal, investor relations, and operations functions, provides functional oversight for various sustainability activities at the Company.

Sustainability Partnerships and Reporting

We have engaged a third-party firm to help us develop our supply chain due diligence program, including with respect to conflict minerals and human rights issues. Our aim is to promote sustainability at all points in our supply chain, and comprehensive due diligence is step one. As we establish and grow these programs, our goal is to have a positive influence, by being open and transparent in our communication and education, with all our partners with whom we engage. Our goal is to develop sustainable relationships with our partners while being guided by the circular economy principle, a model of production and consumption that favors durability, reuse, remanufacturing, and recycling to keep materials circulating for as long as possible and reduce waste. Our Partner Code of Conduct and Human Rights Policy Statement can be found on our website and set out our philosophy with respect to our relationship with our partners and human rights concerns.

In 2025, we continued to work with our carbon accounting partner to assist with tracking our GHG emissions in alignment with the GHG Protocol. In addition, we continued to work with our sustainability partner to assist us with climate and sustainability reporting in alignment with the Task Force on Climate-Related Financial Disclosures (“TCFD”) and the Sustainability Accounting Standards Board (“SASB”) frameworks. We closely follow the global consolidation of various climate and sustainability disclosure frameworks, and we are considering reporting under the Global Reporting Initiative (“GRI”), which we believe may help represent our global presence, and we intend to continue to align our disclosures in a manner that promotes transparency and accountability.

Valuing Inclusion

We are committed to building an inclusive culture and team environment that promotes equal employment opportunities and supports our talent. In the spirit of our core values, we are “One Team” and succeed through collaboration when we respect, acknowledge, and celebrate each other’s varied perspectives. We are committed to creating an environment that promotes inclusivity and respect by implementing policies, benefits, training, recruiting, and recognition practices to support our colleagues.

We believe that helping all our employees realize their highest potential by fostering a culture that supports personal development across the organization is necessary to promote inclusion. Our employees have opportunities to learn new skills to develop and advance their careers, and we provide opportunities for all our employees to receive ongoing formal training to help foster their professional development.

We also value the feedback we receive from our employees. In 2023, we launched “Your Voice,” a quarterly employee sentiment portal, which is designed to facilitate communication with our employees and enhance our understanding of employee feedback. In addition, our annual employee engagement survey asks all our employees for their input on a variety of matters. The results of the employee survey are disseminated to all employees, and the results are used to design action plans to assist managers with actively responding to employees’ sentiments. We believe that the employee survey is an important tool that allows us to improve, innovate, and evolve through ongoing engagement and measurement.

Other Corporate Governance Practices and Policies

Board Evaluation Process

In addition to regularly reviewing its leadership structure, the Board conducts an annual self-assessment of its overall functioning and effectiveness. In order to maximize input and facilitate useful feedback, our Corporate Secretary solicits from each director, on an anonymous basis, comments on overall Board and committee performance, Board priorities, interaction with management, the flow of information from management to and from the Board and its committees, Board discussion topics, agendas, and processes, and how to further improve overall Board functioning. This information is collected through written questionnaires and assessments, and individual director interviews. In addition, the Chairman of the Board makes himself available for one-on-one discussions with the other members of the Board. Our Corporate Secretary then aggregates and anonymizes the responses, which he then shares with the Nominating Committee. The Chair of the Nominating Committee, along with our Corporate Secretary, reviews the feedback from the self-evaluation process and makes recommendations to the Board for areas with respect to which the Board and its committees should consider improvements. These areas are further discussed at a meeting led by our Corporate Secretary, at which all Board members are present. At the conclusion of this meeting, the Chairman of the Board, working with the senior management team, develops action plans for any items that require follow-up. For example, in 2025, directors continued to prioritize the need for meeting discussions that allowed the Board to discuss and interact efficiently with management on key topics relating to long-term strategy, capital allocation, cost structure, risk management, and other matters relevant to the business in the dynamic external environment. Similarly, the Board made, and planned for, ongoing adjustments and improvements to its Board and committee meetings in connection with its new strategy and business needs and to help promote efficient and effective interaction and performance of its critical governance and risk oversight roles.

Communications with the Board

Our Board has established a process whereby interested parties may communicate with our Board or with any individual director. Interested parties, including stockholders, may send communications in writing addressed to the Board or an individual director, at Corporate_Secretary@stem.com, with a confirmation copy sent by mail to Stem, Inc., c/o the Corporate Secretary, 1400 Post Oak Boulevard, Suite 560, Houston, Texas 77056. Our Corporate Secretary will forward these communications as appropriate to the addressee, depending on the facts and circumstances outlined in the communication. Our Board has directed our Corporate Secretary not to forward certain items such as spam, junk mailings, product inquiries, resumes, and other forms of job inquiries, surveys, and business solicitations. Additionally, our Board has advised the Corporate Secretary not to forward material that is illegal or threatening, but to make our Board aware of such material which it may request be forwarded, retained, or destroyed at our Board’s discretion.

To enable the Company to speak with a single voice, as a general matter, senior management serves as the primary spokesperson for the Company and is responsible for communicating with various constituencies, including stockholders, on behalf of the Company. Directors may participate in discussions with stockholders and other constituencies on issues

where Board-level involvement is appropriate. In addition, the Board is kept informed by Company management of the Company’s stockholder engagement efforts.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that establishes the standards of ethical conduct applicable to all our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, proper use of assets, and how to report compliance concerns. A copy of the code is available on our website located at investors.stem.com, under “Employee Code of Conduct” in the “Governance” tab. Our Code of Business Conduct and Ethics was revised and approved by the Board on October 15, 2025. We intend to disclose future amendments to certain provisions of the code, or waivers of the code granted to executive officers and directors, on our website to the extent required by applicable rules. Our Board is responsible for applying and interpreting the code in situations where questions are presented to it.

EXECUTIVE OFFICERS

Biographical and other information regarding our executive officers is set forth below. There are no family relationships among any of our directors or executive officers.


Name	Age (as of April 24, 2026)	Position
Arun Narayanan (1)	51	Chief Executive Officer and Director
Brian Musfeldt	52	Chief Financial Officer
Saul R. Laureles	60	Chief Legal Officer and Corporate Secretary
Michael Carlson	62	President, Managed Services & OEM Hardware
Matt Tappin	39	President, Software Products

(1) For Mr. Narayanan’s biographical information, see “Information Regarding Director Nominees and Continuing Directors” above.

Brian Musfeldt. Mr. Musfeldt has served as our Chief Financial Officer since July 2025. From June 2023 to July 2025, he served as Chief Financial Officer of ikeGPS, a platform technology company supporting above ground grid resiliency and capacity expansion for utilities. Prior to that, he served as Chief Financial Officer of Also Energy, Inc. (which Stem acquired in February 2022), from November 2017 to June 2023. Mr. Musfeldt also held Chief Financial Officer roles at Connect First, Inc., a provider of cloud-based contact center software solutions, from February 2015 to November 2017; and MST Global Inc., an industrial network and software provider for mining and other critical infrastructure companies, from November 2011 to February 2015. Mr. Musfeldt began his career as a Certified Public Accountant, with six years at KPMG and Arthur Anderson as an audit manager focused on the high-tech and manufacturing sectors. Mr. Musfeldt earned a Bachelor of Business Administration in Accounting from the University of Colorado and an MBA in 2012 from Colorado State University.

Saul R. Laureles. Mr. Laureles has served as our Chief Legal Officer and Corporate Secretary since May 2021. From 2007 to May 2021, he served in various leadership roles at SLB (formerly known as Schlumberger Limited), a global energy technology company, including most recently as Director, Corporate Legal Affairs and Assistant Corporate Secretary, from May 2007 to May 2021. Mr. Laureles earned his B.A. from the University of Chicago and his J.D. from the University of Michigan Law School.

Michael Carlson. Mr. Carlson has served as our President, Managed Services & OEM Hardware since March 2025. Previously, he served as our Chief Operating Officer from September 2022 to March 2025. Mr. Carlson served as a consultant at Koch Engineered Solutions (“KES”), a company that provides engineering, procurement, and construction services, from April 2020 to August 2020, then as Vice President of KES from August 2020 to September 2022. Prior to that, he served as President, Digital Grid North America, of Siemens Industries, Inc., a digital grid services platform, from July 2014 to March 2019, and as General Manager, Global Software Solutions at General Electric (“GE”), a high-tech industrial company, from July 2010 to June 2014. Mr. Carlson has a B.S. in Accounting and Business Management from Union College and an MBA in Finance and Marketing from Pepperdine University.

Matt Tappin. Mr. Tappin has served as our President, Software Products (and in predecessor roles) since March 2023, where he leads the development and execution of the Company’s software business. Prior to this, Mr. Tappin was SVP of corporate development for the Company from May 2021 to March 2023. Prior to joining the Company, Mr. Tappin held senior corporate development positions at Royal Dutch Shell, an energy company, from August 2019 to May 2021, where he focused on investments in the electricity sector, and Centrica, an energy company, from June 2017 to August 2019, where he led corporate development for the distributed energy business globally. Prior to those roles, he was an investment banker in Lazard’s Power, Energy & Infrastructure Group and a corporate attorney at Simpson Thacher & Bartlett. Mr. Tappin earned his B.A. from Washington University in St. Louis and his J.D. and L.L.M. from the Duke University School of Law.

EXECUTIVE COMPENSATION

Our NEOs for 2025 are:

• Arun Narayanan – CEO(1)

• Michael Carlson – President, Managed Services & OEM Hardware

• Saul R. Laureles – Chief Legal Officer and Corporate Secretary

• David Buzby – Former Interim CEO and Executive Chair of the Board (2)

(1) Mr. Narayanan was appointed as the Company’s Chief Executive Officer, effective January 27, 2025.

(2) Mr. Buzby was appointed Executive Chair of the Board in August 2024. On September 11, 2024, the Board appointed Mr. Buzby as Interim CEO. He served in these capacities until January 27, 2025. Mr. Buzby currently serves as the non-executive Chair of the Board.

Summary Compensation Table

The following table sets forth information concerning the compensation paid to our NEOs:


Name and Principal Position	Year	Salary ($)(1)		Bonus ($)	Stock Awards ($)(2)		Option Awards ($)(3)		All Other Compensation ($)(4)	Total ($)
Arun Narayanan(5) Chief Executive Officer	2025	$520,266		$743,079(8)	$791,213		—		$13,690	$	2,068,248

David Buzby Former Interim Chief Executive Officer and Executive Chair(6)	2025	$	173,089	—	$	81,747	$	10,075	—	$264,911
	2024	$	376,062	$320,548 (7)	$	140,000	$	164,000	$11,708	$1,012,318

Michael Carlson President, Managed Services & OEM Hardware	2025	$430,373		$379,923	$525,965		$29,095		—	$1,365,356
	2024	$418,269		—	$397,000		$282,108		—	$1,097,377
Saul R. Laureles Chief Legal Officer and Corporate Secretary	2025	$410,223		$376,424	$525,965		$29,095		$8,608	$1,350,315
	2024	$401,200		—	$348,000		$232,324		$7,385	$981,524

_______________

(1)Amounts reflect salary actually paid to the NEOs in the years shown. Amounts for Mr. Buzby reflect: (a) for 2024, (i) $289,062 for his role as Interim CEO and Executive Chair of the Board and (ii) $87,000 for his role as non-executive Chair of the Board; and (b) for 2025, (i) $57,900 for his role as Interim CEO and Executive Chair of the Board and (ii) $115,189 for his role as non-executive Chair of the Board. Amount shown for Mr. Buzby for 2024 in Stem’s 2025 Proxy Statement inadvertently omitted the $87,000 paid to Mr. Buzby for his role as non-executive Chair of the Board.

(2)Stock awards granted to Mr. Buzby were granted in connection with his role as non-executive Chair of the Board. See “Director Compensation” for additional detail. For 2024, amounts reflect the aggregate grant date fair value of time-vested RSUs. For 2025, amounts reflect the aggregate grant date fair value of long-term equity awards, including time-vested RSUs and performance-based PSUs. See “Long-Term Equity Incentive Awards” for additional detail. We calculate the grant date fair value of these awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), and in the case of RSUs, based on the closing price of our common stock on the date of grant, and in the case of PSUs, based on the probable outcome of the performance conditions using a Monte Carlo simulation valuation method. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests. See Note 14, “Stock-Based Compensation,” to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding these amounts.

(3) Option awards granted to Mr. Buzby were granted in connection with his role as Interim CEO and Executive Chair of the Board. Amounts reflect the aggregate grant date fair value of option awards granted to the NEOs in the years shown, computed in accordance with ASC Topic 718. These amounts reflect an accounting grant date value of such awards and such amounts do not correspond to actual value that may be realized by the NEOs in the future. A description of the methodologies and assumptions we use to value option awards, and the manner in which we recognize the related expense, are described in Note 14, “Stock-Based Compensation,” to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The NEOs may never realize any value from these stock options and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above.

(4) Amounts reflect (i) for Messrs. Narayanan and Laureles, 401(k) matching contributions and (ii) for Mr. Buzby, amounts paid for temporary housing in San Francisco.

(5) Mr. Narayanan was appointed as Chief Executive Officer on January 27, 2025.

(6) Mr. Buzby served as Interim CEO and Executive Chair of the Board until January 27, 2025, at which time Mr. Buzby returned to his role as non-executive Chair of the Board. For so long as Mr. Buzby served as Executive Chair and Interim CEO, he was not entitled to any additional cash compensation for his service as non-executive Chair of the Board. Amounts received by Mr. Buzby in his respective roles as (a) Interim CEO and Executive Chair of the Board and (b) non-executive Chair of the Board, are itemized in respective footnotes. Mr. Buzby’s compensation for his role as non-executive Chair and member of the Board is further described in “Director Compensation.”

(7) Amount reflects a guaranteed minimum payout for fiscal 2024 bonus, in accordance with the terms of Mr. Buzby’s amended executive employment agreement, which amended the end date of the term during which Mr. Buzby was eligible to earn a bonus from December 31, 2024 to January 25, 2025, resulting in a higher bonus paid than what was reported last year.

(8) Amount reflects (i) $50,000 sign on bonus in accordance with the terms of Mr. Narayanan’s executive employment agreement; and (ii) $693,079 paid in accordance with the 2025 Annual Incentive Plan (the “2025 AIP”).

Narrative to Summary Compensation Table

Elements of 2025 Total Direct Compensation

Our 2025 executive compensation program consisted of three primary elements, comprising our NEOs’ total direct compensation:

• base salary;

• annual (short-term) cash incentive awards; and

• Long-term incentive (“LTI”) awards.

The chart below sets out the primary elements of our NEOs’ 2025 total direct compensation, certain key features of each element, and how each of these compensation elements supports our strategy.

TYPE

ELEMENT

KEY FEATURES

HOW THIS ELEMENT SUPPORTS
OUR STRATEGY

PERFORMANCE-
BASED?

AT
RISK?

Fixed

Base Salary

Only compensation element that is fixed

Provides a base level of competitive cash compensation when all other pay elements are variable or contingent

Short-Term

Annual
Cash Incentive

Payout is 100% based on achievement of rigorous quantitative financial goals

SEC Form DEF 14A filed by Stem Inc.