Item 8.01. Other Events.

On November 17, 2021, Stem, Inc. ("Stem" or the "Company") issued a press release announcing the pricing of its offering of $400 million aggregate principal amount of 0.50% green Convertible Senior Notes due 2028 (the "Notes") in a private debt offering (the ("Offering"), which was upsized from the previously announced $350 million offering, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). In connection with the Offering, Stem granted the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from, and including, the date when the Notes are first issued, up to an additional $60 million aggregate principal amount of the Notes on the same terms and conditions.

The Notes will be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.

A copy of the press release announcing the pricing of the offering of the Notes is attached hereto as Exhibit 99 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The exhibit listed below is furnished pursuant to Item 9.01 of this Form 8-K.





Exhibit
  No.       Description

99            Press Release issued November 17, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).




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