Stem Inc-A美股招股说明书(2026-03-06版)

STEM, INC. Up to $30,000,000 Common Stock We have entered into an Open Market Sale Agreement(the “Sale Agreement”) with Jefferies LLC (the “Sales Agent”) relating to thesale of shares of our common stock, par value $0.0001 per share (“Common Stock”), offered by this prospectus supplement and theaccompanying prospectus. In accordance with the terms of such Sale Agreement, and pursuant to this prospectus supplement and theaccompanying prospectus, we may offer and sell shares of our Common Stock having an aggregate offering price of up to $30,000,000from time to time through the Sales Agent acting as our agent.SM Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “STEM.” The last reported sale price ofour Common Stock on the NYSE on March 5, 2026 was $12.18 per share. We recommend that you obtain current market quotationsfor our Common Stock prior to making an investment decision. Sales of our Common Stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemedto be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount of securities but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices and on mutually agreed termsbetween the Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Sales Agent for sales of Common Stock sold pursuant to the Sale Agreement will be up to 3.0% of the grossproceeds of any shares of Common Stock sold under the Sale Agreement. In connection with the sale of the Common Stock on ourbehalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of theSales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act or the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page S-9 for additional informationregarding the compensation to be paid to the Sales Agent. You should carefully read this prospectus supplement and the accompanying prospectus, together with the documents we incorporateby reference, before you invest in our Common Stock. We are a smaller reporting company as defined in Rule 12b-2 promulgated under the Exchange Act. As such, we have elected to relyon certain reduced public company disclosure requirements. See “Prospectus Supplement Summary—Implications of Being a SmallerReporting Company.” Investing in our Common Stock involves risks. See “Risk Factors” in this prospectus supplement, starting on pageS-4. Youshould also consider the risk factors described in the documents incorporated by reference into this prospectus supplementand the accompanying prospectus, including the risk factors described in our most recent Annual Report on Form10-K andany subsequent Quarterly Reports on Form10-Q. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-ivINCORPORATION OF CERTAIN INFORMATION BY REFERENCES-ivCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-viPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-3USE OF PROCEEDSS-5DILUTIONS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-11EXPERTSS-11 PROSPECTUS ABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiiINCORPORATION OF CERTAIN INFORMATION BY REFERENCEiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSvOUR COMPANY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF SECURITIES4PLAN OF DISTRIBUTION16LEGAL MATTERS19EXPERTS19 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is a part of a registration statement on Form S-3 we filed with the Securities and ExchangeCommission (the “SEC” or the “Commission”) using a “shelf” registration process. Under this shelf registration process, we may fromtime to time sell shares of our Common Stock, preferred stock, warrants, rights and/or units consisting of some or all of thesesecurities, in any combination, having an aggregate offering price of up to $200.0 million. Under this prospectus supplement, we mayfrom time to time sell shares of our Common Stock having an aggregate offering price of up to $30.0 million, at prices and on terms tobe determined by market conditions at the time of the offering. The $30.0 million of shares of Common Stock that may be sold underthis prospectus supplement