Stem Inc-A 2025年度报告

SECURITIESANDEXCHANGECOMMISSION 1934 New York Stock Exchal Indicate by check mark iftheregistrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark iftheregistrant isnot required tofilereports pursuant to Section 13 or Section 15(d)ofthe Exchange Act.YesNo区 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 ExAct of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether theregistrant has submitted electronically every Interactive Data Filerequired to be submitted pursuRule 405 of Regulation S-T (s 232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrantrequired to submit suchfiles).YesμNo Indicateby check mark whethertheregistrant is alarge acceleratedfiler,an acceleratedfiler,anon-acceleratedfiler,a smaler reporcompany,oran mrginggowthcompany.Seethedfinitionsof"largeaccleratedfiler,""acceleratedfiler,""smalerreportingcoand“cmerging growth company"in Rule 12b-2ofthe Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company 口Accelerated filer区Smaller reporting company口 period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicateby checkmark whethertheregistrant hasfiled areporton andattestation to its management's assessment oftheeffectivenesinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b) by the registered publicaccounting firm that preparedor issued its audit report. Ifsecuritiesareregistered pursuanttoSection12(b)oftheAct, indicatebycheckmark whetherthefinancialstatementsoftheregistincluded in the filing reflect the correction of an error to previously issued financial statements. Indicatebycheckmark whetheranyofthoseerrorcorrections arerestatements thatrequiredarecoveryanalysisofincentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to s240.10D-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 30, 2025, the aggregate market value ofthe common stock of the registrant held by non-affiliates was $50.0 million. As ofFebruary 25,2026, thenumber of sharesofcommon stock outstanding was8,518,974. DOCUMENTSINCORPORATEDBYREFERENCE from,Stem's definitiveproxy statement for its 2026 Annual Meeting ofStockholders, to befiled by Stem with the Securities andExCommission ("SEC")within120days after December31,2025(the"2026Proxy Statement"). STEM, INC.Annual Report on Form 10-KFor the Year Ended December 31,2025 TABLE OF CONTENTS Item1.BusinessItem 1A.Risk FactorsItemIB.Unresolved Staff CommentsItem IC.CybersecurityItem2.PropertiesItem 3.Legal ProceedingsItem4.Mine Safety Disclosures Market for Registrant's Common Equity. Related Stockholder Matters and Issuer Purchases ofItem5.Equity SecuritiesItem 6.[Reserved]Item7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 8.Financial StatementsandSupplementaryDataItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A.Controls and ProceduresItem 9B.OtherInformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Forward-LookingStatements This Annual Report on Form 10-K (this "Report"),as well as other statements we make, contains"forward-lookinstatements"within the meaning of thefederal securities laws, which includeany statements that are not historical facts Forward-looking statements address matters that are,to varying degrees, uncertain, such as statements about finaiand operating performance guidance,outlook, targets and otherforecasts or expectations regarding,or dependenton,business outlook and strategy and expectations around our sofiware and services-centricbusiness; our ability to securesufficientandtimely inventoryfrom suppliers;ourability tomeetcontracted customerdemand;ourability tomanagemanufacturingordeliverydelays;ourabilitytomanageoursupplychainanddistributionchannels;our jointventures,customers; our ability to retain or upgrade current customers,further penetrate existing markets or expand into new mtheeffectsof natural disasters and otherevents beyond ourcontrol;the impact of theOneBigBeautiful Bill Act("OBBour business and that of our customers; the direct or indirect effects on our business of macroeconomic factors and geoinstability,suchas wars inUkraineand theMiddleEast;andouroutlookandfutureresultsofoperations,includingreadjusted EBITDA,and the othermetrics presented herein. Forward-looking statements are subjectto risks, uncertainties, and otherfactors that could