Stem Inc-A 2024年度报告

Washington, D.C. 20549————————————————— ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________ 85-1972187 (IRS EmployerIdentification No.) 4 Embarcadero Ctr.,Suite 710,San Francisco,California94111 (Address of principal executive offices including zip code)1-877-374-7836(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☐Smaller reporting company☐ Large accelerated filerNon-accelerated filerEmerging growth companyIf 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 28, 2024, the aggregate market value of the common stock of the registrant held by non-affiliates was $170.2million. As of February25, 2025, the number of shares of common stock outstanding was164,149,723. DOCUMENTS INCORPORATED BY REFERENCE Certain information required to be included in Part III of this Annual Report on Form 10-K is set forth in, and is incorporated by reference from, Stem’sdefinitive proxy statement for its 2025 Annual Meeting of Stockholders, to be filed by Stem with the Securities and Exchange Commission (“SEC”)within 120 days afterDecember31, 2024(the “2025 Proxy Statement”). STEM, INC.Annual Report on Form 10-KFor the Year EndedDecember31, 2024 TABLE OF CONTENTS PagePART I. Item 1.Business3Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments37Item 1C.Cybersecurity37Item 2.Properties38Item 3.Legal Proceedings38Item 4.Mine Safety Disclosures38 Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities39Item 6.[Reserved]39Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations39Item 8.Financial Statements and Supplementary Data58Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure106Item 9A.Controls and Procedures106Item 9B.Other Information107Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections108 PART III. Item 10.Directors, Executive Officers and Corporate Governance109Item 11.Executive Compensation109Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters109Item 13.Certai