Stem Tells NYSE It Falls Short of a $50 Million Continued-Listing Test

Stem, Inc. disclosed on October 23, 2026 that it told the New York Stock Exchange on October 19 that it is not in compliance with Section 802.01B of the NYSE Listed Company Manual, which requires average global market capitalization of at least $50 million over a consecutive 30 trading-day period and stockholders' equity of at least $50 million at the same time. The exchange confirmed the shortfall in a letter the company received on October 20. The filing carries no quarterly revenue, earnings or guidance figures.

Stem disclosed the October 19 notice in a Form 8-K filed October 23, whose report date is October 19 and which furnishes the same-day press release as Exhibit 99. The release treats the matter as a listing-standard question rather than an operating one, and it leaves the size of the shortfall unstated: neither document gives the company's 30-day average market capitalization or its stockholders' equity, so the gap cannot be measured from what was filed.

Two $50 million thresholds that must hold at once

Section 802.01B is a two-part test, and clearing one part does not cure the other. A listed company must hold average global market capitalization of at least $50 million across a consecutive 30 trading-day window and, at the same time, stockholders' equity of at least $50 million. Stem's disclosure does not say which leg failed, or by how much, or on what date the 30-day average was struck. Neither document describes which requirement was missed or how a shortfall in it would be cured. In the desk's own analytical framing, a market-cap shortfall can close with a share-price move, while an equity shortfall generally requires earnings, asset sales or a capital raise.

Ten business days, 45 days and an 18-month cure

The procedural clock starts with the October 20 letter. Stem said that "the Company intends to notify the NYSE within 10 business days of receipt of the NYSE Letter of its intent to submit a business plan to regain compliance", which puts that notice in early November. The plan itself is due within 45 days of the letter, landing in early December 2026, and must show how compliance returns within 18 months of receipt. The Form 8-K adds a detail the release omits: "The Plan is required to identify specific quarterly milestones against which the NYSE will evaluate the Company’s progress." The exchange then has 45 days from receipt of the Plan to determine whether the company has reasonably demonstrated it can regain compliance within the 18-month cure period.

A listing notice, not a quarterly result

Stem's filing looks nothing like an earnings report. There is no revenue line, no margin, no backlog, no per-share figure and no outlook; an investor arriving at this 8-K expecting third-quarter numbers will not find them. What the release does address is consequences. It states that the notice has no immediate effect on the listing of the common stock, that the shares keep trading on the NYSE through the cure period provided the exchange accepts the plan, and that the shortfall does not reach the company's operations, its SEC reporting duties, or its obligations under debt and other agreements. Those assurances carry the company's own qualifiers: the forward-looking section lists regaining compliance and winning exchange acceptance of the plan among the risks that could change the outcome.

The document that resets the calendar

The next dated event is the company's notice of intent to submit a plan, due within 10 business days of the October 20 letter and therefore in early November, followed by the plan itself within 45 days of the letter and then the exchange's 45-day review of that plan. Acceptance would put the company under quarterly monitoring against the milestones in that plan over the course of the cure period; a rejection would leave Stem to whatever other continued-listing remedies the exchange applies, which this filing does not describe. Until the exchange rules, the release says the notice does not affect the company's operations or SEC reporting obligations.