PACIFIC BIOSCIENCES OF CALIFORNIA INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Pacific Biosciences of California, Inc.

(Name of Registrant as Specified In Its Charter)

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Dear Pacific Biosciences of California, Inc. Stockholder:

You are cordially invited to attend our 2024 Annual Meeting of Stockholders including any adjournments and postponements thereof (the “Annual Meeting”), which will be held virtually on Tuesday, June 18, 2024 at 9:00 a.m. Pacific Time on the internet at www.virtualshareholdermeeting.com/PACB2024. To access the virtual meeting, please have your notice or proxy card in hand when you visit the website. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

During the Annual Meeting, stockholders will be asked to vote on the proposals set forth in the Notice of Annual Meeting of Stockholders and as more fully described in the accompanying Proxy Statement.

It is important that your shares are represented and voted at the Annual Meeting. Whether or not you plan to attend, please ensure your representation at the Annual Meeting by voting as soon as possible. We urge you to review carefully the proxy materials and to vote:

•“FOR” each of the four nominees for our Class II directors;

•“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

•“FOR” approval of the non-binding advisory vote to approve the compensation of our named executive officers for the year ended December 31, 2023;

•“FOR” the amendment of our 2020 Equity Incentive Plan to increase the number of shares reserved thereunder and to make certain other changes;

•“FOR” the amendment to our certificate of incorporation to declassify our Board of Directors;

•“FOR” the amendment to our certificate of incorporation to limit the liability of officers as permitted by law; and

•“FOR” the approval of one or more adjournments of the meeting from time to time, if necessary or appropriate (as determined by our Board of Directors or the chairperson of the meeting).

Thank you for your continued support of PacBio.

Sincerely,

Christian O. Henry

President and Chief Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 18, 2024

9:00 a.m. Pacific Time

Pacific Biosciences of California, Inc.’s 2024 Annual Meeting of Stockholders including any adjournments and postponements thereof (the “Annual Meeting”) will be held virtually on Tuesday, June 18, 2024 at 9:00 a.m. Pacific Time online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting the following website: www.virtualshareholdermeeting.com/PACB2024. To access the virtual meeting, please have your notice or proxy card in hand when you visit the website. If you have difficulty accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

During the Annual Meeting, our stockholders will be asked:

•To elect each of the four Class II directors nominated by our Board of Directors and named in this Proxy Statement to serve for a three-year term and until their successors are duly elected and qualified;

•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

•To approve, on an advisory basis, the compensation of our named executive officers for the year ended December 31, 2023;

•To vote on an amendment of our 2020 Equity Incentive Plan to increase the number of shares reserved thereunder and to make certain other changes;

•To approve an amendment to our certificate of incorporation to declassify our Board of Directors over a three-year period beginning at the 2025 annual meeting of stockholders;

•To approve an amendment to our certificate of incorporation to provide for the elimination of monetary liability of certain officers of the company in certain limited circumstances, as permitted by Delaware law;

•To approve one or more adjournments of the meeting from time to time, if necessary or appropriate (as determined by our Board of Directors or the chairperson of the meeting), including to solicit additional proxies to vote in favor of any of the proposals identified above, in the event that there are insufficient votes at the time of the meeting to approve any of the proposals identified above; and

•To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

The proxy statement to which this notice is attached includes copies of the proposed amendment of our 2020 Equity Incentive Plan as Annex A and proposed amendments to our certificate of incorporation to declassify our Board of Directors and to limit the liability of our officers as Annex B and Annex C, respectively. All such documents are incorporated herein by reference and considered attached to this notice.

Stockholders of record who owned shares of our common stock at 5:00 p.m. Pacific Time on April 22, 2024 are entitled to receive notice of, attend, and vote at the Annual Meeting. A complete list of these stockholders will be available at our corporate offices at 1305 O’Brien Drive, Menlo Park, California 94025 during regular business hours for ten days prior to the Annual Meeting. A stockholder may examine the list for any legally valid purpose related to the Annual Meeting.

We are furnishing proxy materials to stockholders primarily over the internet. We believe that this process expedites stockholders’ receipt of proxy materials, lowers the costs of the Annual Meeting and conserves natural resources. On or about April 29, 2024, we expect to mail to our stockholders a Notice of Internet

Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and our 2023 annual report. This Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. We also include in the Notice instructions on how you can request a paper copy of the proxy materials. This proxy statement and our 2023 annual report can be accessed at the following Internet address: http://www.proxyvote.com. All you have to do is enter the control number located on your proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, please submit your vote via the internet, telephone or mail as soon as possible.

By Order of the Board of Directors,

Brett Atkins, J.D., Ph.D.

General Counsel and Corporate Secretary

Menlo Park, California