Stem Inc-A美股招股说明书(2026-06-22版)

Up to 289,045 Shares of Common Stock This prospectus relates to the resale of up to 289,045 shares of common stock to acquire shares of our common stock, par value$0.0001 per share (the “Common Stock”) by the selling shareholder named in this prospectus, raicoon GmbH, (“Selling Shareholder”). The Selling Shareholder may sell the shares of Common Stock described in this prospectus (the “Securities”) on any nationalsecurities exchange or quotation service on which the Securities may be listed or quoted at the time of sale, on the over-the-countermarket, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using acombination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined atthe time of sale, or at negotiated prices. We provide more information about how the Selling Shareholder may sell the Securities in thesection of this prospectus entitled “Plan of Distribution.” The Selling Shareholder will receive all of the proceeds from the sale of the Securities in this offering. The Selling Shareholdermay sell any, all or none of the Securities and we do not know when or in what amount the Selling Shareholder may sell the Securitieshereunder following the effective date of the registration statement of which this prospectus forms a part. Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “STEM.” The last reported sale priceof our Common Stock on the NYSE on June 18, 2026 was $8.22 per share. We recommend that you obtain current market quotationsfor our Common Stock prior to making an investment decision. You should carefully read this prospectus, together with the documents we incorporate by reference, before you invest in the Investing in the Securities involves risks. See “Risk Factors” in this prospectus, starting on page3. You should alsoconsider the risk factors described in the documents incorporated by reference into this prospectus, including the risk factorsdescribed in our Annual Report on Form10-K for the year ended December31, 2025 filed with the Securities and ExchangeCommission on March5, 2026 and any subsequent Quarterly Reports on Form10-Q. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated June 22, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiiINCORPORATION OF CERTAIN INFORMATION BY REFERENCEiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSvPROSPECTUS SUMMARY1RISK FACTORS3USE OF PROCEEDS4DESCRIPTION OF SECURITIES5SELLING SHAREHOLDER11PLAN OF DISTRIBUTION12LEGAL MATTERS14EXPERTS14 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement we filed with the Securities and Exchange Commission (the “SEC” or the“Commission”) using a “shelf” registration process. Under this shelf registration process, the Selling Shareholder may, from time totime, sell the Securities in one or more offerings. Information about the Selling Shareholder may change over time. This prospectus provides you with a general description of the shares of Common Stock that the Selling Shareholder may offer.Each time a Selling Shareholder sells Securities using this prospectus, to the extent necessary and required by law, we will provide aprospectus supplement that will contain specific information about the terms of that offering, including the number of shares ofCommon Stock being offered, the manner of distribution, the identity of any underwriters or other counterparties and other specificterms related to the offering. In addition, the prospectus supplement also may add, update or change the information contained in thisprospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely onthe information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with theadditional information described under the headings “Where You Can Find More Information” and “Incorporation of CertainInformation by Reference.” This prospectus contains and incorporates by reference information that you should consider when making your investmentdecision. Neither we, nor the Selling Shareholder, have authorized anyone including any dealer, salesperson or other person to giveany information or to represent anything not contained in or incorporated by reference into this prospectus or any accompanyingprospectus supplement. You must not rely on any unauthorized information or representations. This prospectus or any accompanyingprospectus supplement does not offer to sell or ask for offers to buy any securities other than those to which it relates and it does notconstitute an offer to sell or as