8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): March 13, 2025

STEM, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39455	85-1972187
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br>Identification No.)

4 Embarcadero Ctr. , Suite 710, San Francisco, California 94111

(Address of principal executive offices including zip code)

1-877-374-7836

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common stock, par value $0.0001	STEM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Directors

On March 13, 2025, the Board of Directors (the “Board”) of Stem, Inc. (the “Company”), on recommendation of the Nominating, Governance and Sustainability Committee of the Board, appointed (i) Mr. Krishna Shivram to the Board as a Class I director and (ii) Mr. Vasudevan (Vasu) Guruswamy to the Board as a Class III director, both effective March 17, 2025. At this time, no decision has been made as to the Board committees on which Messrs. Shivram and Guruswamy will serve.

Mr. Shivram holds a Bachelor of Commerce degree from Mumbai University and a Chartered Accountancy Degree from the Institute of Chartered Accountants of India. He has extensive experience in senior leadership positions at public companies, and in corporate finance, capital structure management, and mergers and acquisitions. Mr. Shivram currently is Managing Partner at Veritec Capital Partners, a private capital firm, and General Partner at Lavni Ventures India and USA, a venture capital firm. He is also currently a director on the boards of Ranger Energy Services, Inc. (NYSE: RNGR) and Allison Transmission Holdings (NYSE: ALSN).

Mr. Guruswamy holds a Bachelor of Technology in Chemical Engineering from the Indian Institute of Technology, Madras and a Master of Science in Chemical Engineering from the Rensselaer Polytechnic Institute. He has extensive experience in the energy, digital technology and software industries, including as a global VP of software services for a global energy technology company. He is co-founder and General Partner at Lavni Ventures USA and India, and Venture Partner at CSL Capital Management, an investment firm.

There are no arrangements or understandings between either of Messrs. Shivram or Guruswamy, or any other person, pursuant to which they were appointed as directors of the Company, and neither Mr. Shivram nor Mr. Guruswamy, nor any member of their immediate family, is party to any transaction of the type that would require disclosure under Item 404(a) of Regulation S-K.

Each of Messrs. Shivram and Guruswamy is expected to enter into a standard indemnification agreement in substantially the same form that the Company has entered into with its other non-employee directors, a form of which was filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2022. Each of Messrs. Shivram and Guruswamy will participate in the Company’s non-employee director compensation arrangements, which were previously disclosed in the Company’s definitive proxy statement filed with the SEC on April 19, 2024, and will be eligible for a pro-rated portion of the Company’s non-employee director compensation for fiscal 2025.

Item 7.01.	Regulation FD Disclosure.

The Company’s press release announcing the appointment of Messrs. Shivram and Guruswamy is furnished as Exhibit 99 to this Current Report on Form 8-K.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this Report:

Exhibit<br> No.	Description
99	Stem, Inc. Press Release dated March 18, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STEM, INC.
Date: March 18, 2025	By:	/s/ Saul R. Laureles
	Name:	Saul R. Laureles
	Title:	Chief Legal Officer and Secretary

EX-99

Exhibit 99

Stem Appoints Software and Finance Veterans

to Board of Directors

Appointments bolster Board and advance Company’s software-forward strategy

SAN FRANCISCO – March 18, 2025 – Stem (NYSE: STEM), a global leader in AI-enabled clean energy software and services, today announced that its Board of Directors has appointed Mr. Krishna Shivram to the Board as a Class I director and Mr. Vasudevan (Vasu) Guruswamy to the Board as a Class III director, both effective March 17, 2025.

Mr. Shivram is an experienced leader of global public companies with expertise in corporate finance, capital structure management, and mergers and acquisitions. He is Managing Partner at Veritec Capital Partners and General Partner at Lavni Ventures India and USA. Mr. Shivram has a Bachelor of Commerce degree from Mumbai University and a Chartered Accountancy Degree from the Institute of Chartered Accountants of India. He currently serves on the boards of Ranger Energy Services, Inc. (NYSE: RNGR) and Allison Transmission Holdings (NYSE: ALSN).

Mr. Guruswamy brings a unique combination of expertise in the energy, digital technology and software industries, including experience as a global VP of software services for a leading global energy technology company. He is co-founder and General Partner at Lavni Ventures USA and India and a Venture Partner at CSL Capital Management, an investment firm. Mr. Guruswamy holds a Bachelor of Technology in Chemical Engineering from the Indian Institute of Technology, Madras and a Master of Science in Chemical Engineering from the Rensselaer Polytechnic Institute.

David Buzby, Chairman of the Board of Stem, stated, “I am especially pleased to welcome Krishna and Vasu to the Board, and appreciate their confidence in Stem’s strategy. As we continue to refine our focus on software growth, Vasu’s 30+ years of experience building a global leader in energy software will help guide our strategy and accelerate our execution. As we also focus on disciplined financial management, a prudent capital structure, and driving performance to deliver returns to our investors, Krishna’s background as the CEO or CFO of multiple public companies, as well as his board service for sophisticated public companies, will provide valuable advice and guidance. Along with our recent additions to our senior executive leadership team, which also emphasized software experience and financial expertise, these additions to the Board should position Stem to build a world class energy software company.”

Mr. Shivram stated, “I am delighted to join the Board. I look forward to working with the board and management to help refocus the business on its core strengths. Stem has cutting edge software solutions that are clearly relevant in an increasingly electrified world. Stem’s value proposition is powerful and I am excited to contribute to its future.”

Mr. Guruswamy stated, “I am excited to join the Board, and eager to contribute to the success of Stem’s renowned global software solutions, particularly by leveraging the recent rapid developments in AI to enhance its SaaS offerings. I look forward to helping significantly accelerate the Company’s growth in the future, driven by innovation and a strong commitment to excellence.”

About Stem

Stem (NYSE: STEM) is a global leader in AI-enabled software and services that enable its customers to plan, deploy, and operate clean energy assets. The Company offers a complete set of solutions that transform how solar and energy storage projects are developed, built, and operated, including an integrated suite of software and edge products, and full lifecycle services from a team of leading experts. More than 16,000 global customers rely on Stem to maximize the value of their clean energy projects and portfolios. Learn more at stem.com.

Forward-Looking Statements

Statements contained in this press release that are not statements of historical fact, including those that relate to our strategy and initiatives, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The potential risks and uncertainties that could cause our actual results, performance or achievements to differ from predicted results, performance or achievements include, among others, our ability to execute on, and achieve the expected benefits from, our operational and strategic initiatives; our inability to successfully execute on our new software and services-centric strategy; our inability to secure sufficient and timely inventory from our suppliers, as well as contracted quantities of equipment; our inability to meet contracted customer demand; supply chain interruptions and manufacturing or delivery delays; disruptions in sales, production, service or other business activities; general macroeconomic and business conditions in key regions of the world, including inflationary pressures, general economic slowdown or a recession, rising interest rates, changes in monetary policy, and instability in financial institutions; the direct and indirect effects of widespread health emergencies on our workforce, operations, financial results and cash flows; uncertainty around the status of the Inflation Reduction Act of 2022 as a result of the change in U.S. Administration; geopolitical instability, such as the armed conflicts between Russia and Ukraine and in the Gaza Strip and nearby areas; the results of operations and financial condition of our customers and suppliers; pricing pressures; severe weather and seasonal factors; our inability to continue to grow and manage our growth effectively; our inability to execute on our ongoing management transition and to attract and retain qualified employees and key personnel; our inability to comply with, and the effect on our business of, evolving legal standards and regulations, including those concerning data protection, consumer privacy, sustainability, and evolving labor standards; our inability to regain and maintain compliance with New York Stock Exchange listing standards; risks relating to the development and performance of our energy storage systems and software-enabled services; our inability to retain or upgrade current customers, further penetrate existing markets or expand into new markets; the risk that our business, financial condition and results of operations may be adversely affected by other political, economic, business and competitive factors; and other risks and uncertainties discussed in our most recent Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC. Statements in this press release are made as of the date of this release, and Stem disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise, except as required by law.

For News Media:

Stem Investor Contacts

Ted Durbin, Stem

Marc Silverberg, ICR

IR@stem.com

Stem Media Contact

Suraya Akbarzad, Stem

press@stem.com

Source: Stem, Inc.