Pure Storage 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 (Amendment No. )

Pure Storage, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

"In the $50 billion dollar storage market, Pure alone operates with the belief that data management and storage is high technology, and we invest in it accordingly."Charles GiancarloChairman and CEO, Pure Storage

Dear Stockholders,

Fiscal year 2025 was a year of significant progress as our data platform strategy has fully come together to revolutionize how enterprises approach data storage and management.

This past year Pure delivered industry leading innovation, deepened our customer relationships, and delivered industry leading growth. We expanded our offerings in enterprises, hyperscalers and AI. In all these environments we delivered solutions that are more cost effective, efficient, and performant, and far simpler than competitive offerings.

A key highlight this year was the launch of Pure Fusion™ version 2.0. This transformative software enables businesses to transition from siloed datastores to a unified enterprise data cloud on our Pure platform. Fusion simplifies data management across on-prem and cloud environments, providing automation, scalability and control. It enables our customers to manage all of their data sets by software and policy rather than by manual activity. It releases customers from having to manage individual storage arrays, and enables them to manage their global data estate with software control. Fusion also automates data management tasks, improving security, compliance, and data availability.

In December 2024, we were able to announce our forecasted hyperscaler design win. Pure worked closely with Meta for over a year to qualify our Purity DirectFlash® technology for their next generation data center design. Meta selected our technology because it can be easily integrated into their existing software environment while improving performance and reliability, and reducing operating costs. Additionally, Pure DirectFlash technology reduces the space, power and cooling required for data storage in data centers by 80-90% compared to existing hard disk storage.

Our consistent Purity operating environment continued to expand its ability to support a broad range of customer use cases. We have invested in Purity for many years with the goal of supporting all of our customers' data storage needs with a single, consistent operating environment. In fiscal 2025, we introduced a significant upgrade to our file services on Purity, enabling us to compete in every segment of the file storage market.

During fiscal 2025, we extended FlashBlade® to support the world’s largest AI environments for our most demanding customers. We announced this product in early March 2025 as FlashBlade//EXA.

AI-Driven Innovation

As AI evolves and permeates industries, we are uniquely positioned to provide a broad range of storage solutions enabling enterprises to store, secure, manage, and access data seamlessly across on-premise and cloud environments.

We made notable progress this year in three key AI-related areas:

GPU and AI Training Infrastructure: Pure is a go-to partner for high-performance data storage for public and private GPU farms. Our FlashBlade platform powers machine learning and AI workloads, with solutions tailored for demanding AI training environments. With the addition of FlashBlade//EXA, we are now able to support the full spectrum of AI needs from one GPU, to 100,000 GPUs in the largest hyperscalers.

Enterprise Inference and RAG Environments: As enterprises increasingly turn to AI inference engines and retrieval-augmented generation (RAG) technologies, Pure helps them break free from fragmented storage systems limiting real-time data access for AI analytics. Our vertical Inference and RAG pods, designed in collaboration with NVIDIA, enable easy and purpose built solutions for customers looking to quickly take advantage of AI.

Enterprise Data Transformation: Perhaps our most significant long-term opportunity is modernizing enterprise data storage infrastructure. With Pure Fusion, we empower enterprises to transform their storage environments into enterprise data clouds. This shift simplifies data management and enhances scalability, security, and performance to support advanced AI applications. Fusion also provides seamless data flow from production storage systems to power inference and RAG applications.

Energy Efficiency and Sustainability

Our commitment to reducing data center energy intensity and sustainability remains a cornerstone of our business model. As AI introduces new power demands, we see increased interest from hyperscalers and enterprise customers to reduce their energy consumption. Using our DirectFlash technology, customers can reduce total data center energy and space usage by up to 20% – freeing valuable power and space for AI and other critical workloads, driving down their carbon footprints, and contributing to their sustainability goals.

Our //E family of products, which continued its strong growth, exemplifies this commitment. By replacing traditional hard disk systems with our flash-based technology, customers achieve superior performance and dramatically reduce power, space, and cooling requirements. This shift is vital in environments where energy consumption faces increased scrutiny, and businesses seek ways to operate more efficiently.

New Strategic Collaborations

Pure’s collaboration with Meta is redefining hyperscaler storage management, offering a cost-effective and energy-efficient path forward. Our design win with Meta signifies the beginning of a new era in hyperscale environments. We expect Pure’s technology to replace both hard disk drives and SSDs across multiple storage tiers in their environment in the next few years. We expect commercial deployment to begin in fiscal 2027, with early trials starting this year.

We also expanded our collaboration with NVIDIA, and cemented our leadership in the AI space. Pure received certification for the NVIDIA DGX SuperPOD architecture, and announced FlashBlade//EXA which we expect to make available in the middle of this year.

Financial Performance and Market Outlook

Despite a challenging macroeconomic environment, we continued to outperform our peers. Our growth underscored the success of our strategy, the strength of our product offerings, and our competitive market positioning. We are confident in our ability to continue to take share, driven by our leadership in storage, our development of enterprise data cloud solutions for AI-ready storage, and energy-efficient storage technologies.

Looking ahead, we will continue pushing the boundaries of data management and storage. We remain focused on expanding our product capabilities, driving further adoption of our cloud operating model, expanding our AI footprint, and broadening our hyperscaler relationships.

Conclusion

Pure Storage entered this fiscal year with strong growth prospects and an unwavering commitment to innovation. In the 50 billion dollar storage market, Pure alone operates with the belief that data management and storage is high technology, and we invest in it accordingly. Our unified Pure platform and market-leading innovations in Flash technology, AI, and sustainability will ensure we remain at the forefront of the industry for years to come.

We appreciate your consistent support and look forward to capitalizing on the opportunities ahead.

Sincerely,

CHARLES GIANCARLO

Chairman and CEO, Pure Storage

2555 Augustine Dr.

Santa Clara, California 95054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

VOTING PROPOSALS

These items of business are more fully described in the proxy materials accompanying this notice. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting. This proxy statement and the proxy card or the Notice of Internet Availability of Proxy Materials are first being mailed or made available to all stockholders of record on or about May 2, 2025.

By Order of the Board of Directors

NICOLE ARMSTRONG

Chief Administrative & Legal Officer and Corporate Secretary

Santa Clara, California

May 2, 2025

You are cordially invited to attend the virtual annual meeting. Whether you expect to attend the meeting, you are urged to vote and submit your proxy by following the procedures described in the proxy or notice card. Even if you have voted by proxy, you may still vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote during the meeting, you must follow the instructions from such agent.

This summary highlights information contained elsewhere in this proxy statement.

MATTERS TO BE VOTED ON

PROPOSAL 1:ELECTION OF CLASS I DIRECTORS

Scott Dietzen, Charles Giancarlo, John Murphy, and Greg Tomb have been nominated for election as Class I directors. Our board of directors and our nominating and corporate governance committee believe that the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice to our management team.

The board of directors recommends a vote FOR each nominee.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our board of directors and audit committee (our audit committee) believe that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2026 is in the best interests of our company and its stockholders. As a matter of good corporate governance, our board of directors is asking stockholders to ratify the selection of the independent registered public accounting firm.

The board of directors recommends a vote FOR this proposal.

PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Our executive compensation program is designed to promote long-term stockholder value creation and support our strategy by encouraging growth while prudently managing profitability and risk, attracting and retaining key talent, and appropriately aligning pay with performance.

The board of directors recommends a vote FOR this proposal.

FISCAL 2025 BUSINESS AND FINANCIAL HIGHLIGHTS

Data is foundational to our customers’ digital transformation, and we are focused on delivering an innovative and disruptive data storage platform that enables customers to maximize the value of their data.

We are a global leader in data management and storage with a mission to redefine the data experience by simplifying how people manage, consume and interact with data. Our vision of an all-flash data center integrates our foundation of simplicity and reliability with four major market trends that are impacting all organizations: (1) the shift to modernizing today's data infrastructure with all-flash; (2) the increase of modern cloud-native applications; (3) increasing demand to consume data storage as a service; and (4) increasing demand for data storage to support the acceleration in artificial intelligence adoption while managing rising energy costs.

Our data storage platform supports structured and unstructured data, at scale, and across any data workloads, on premises, in the cloud, and hosted environments, and makes it possible for customers to construct their Enterprise Data Clouds (EDC). EDCs allow customers to serve a variety of data workloads including mission-critical production, test and development, analytics, disaster recovery, backup and restore, AI and machine learning with a single consistent, highly automated and agile cloud operating model.

Our highlights for fiscal 2025 include:

•Continued Hyperscale Progress: We achieved an industry-first design win with Meta, bringing Pure's DirectFlash® software into massive-scale environments traditionally dominated by hard disk drives. We also announced a strategic collaboration with Kioxia and expanded its partnership with Micron Technology, enabling high-capacity, energy-efficient solutions for hyperscale environments.

•Market-Leading Portfolio Innovation: We released Pure Fusion™ v2, unlocking the ability for customers to operate their storage environments as EDCs, mirroring the benefits and efficiencies of hyperscaler operations. Additionally, we expanded the Pure//E™ family, which offers customers better economics, superior power and density efficiencies compared to disk, and is displacing disk in data centers.

•Accelerating Enterprise AI Adoption: We achieved certification of FlashBlade//S500 with NVIDIA DGX SuperPOD, optimizing AI training environments for performance, power efficiency, and scalability; and introduced validated reference architectures for NVIDIA OVX-ready solutions and BasePod certification. In addition, we launched the Pure Storage GenAI Pod, a full-stack generative AI solution designed to simplify and accelerate enterprise AI deployments..

•Industry Recognition: Pure was named a leader in the Gartner Magic Quadrants for Primary Storage Platforms, marking its 11th consecutive year as a leader. Pure was also recognized in Fortune's Best Places to Work in Technology in 2024.

Our four strategic growth pillars are: (i) expand All-Flash into new use cases served by disk today; (ii) deliver hybrid cloud architecture and data services for modern applications; (iii) grow our subscription services business and drive differentiation with our as-a-Service and Cloud operating model; and (iv) expand our AI portfolio into the most demanding specialty Graphics Processing Unit clouds and high-performance computing environments.

CORPORATE GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION SNAPSHOT

As of April 30, 2025:

INDEPENDENCE

Independent

Non-Independent

TENURE

0 to 4 years

4 to 8 years

>8 years

AGE

50-55

56-60

>60

GENDER

Female

Male

UNDERREPRESENTED COMMUNITIES (URC)

URC (Ethnic, racial or LGBTQ diversity)

Non-URC

BOARD MEMBERS

The following table provides summary information about each director nominee and other directors as of April 30, 2025.

EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2025, our compensation and talent committee (ourcompensation committee) approved compensation packages for our executive officers that maintained our robust pay-for-performance philosophy. Fiscal 2025 cash bonus awards relied on annual revenue, non-GAAP operating profit and customer satisfaction metrics, as well as individual performance. With one exception, fiscal 2025 equity awards were 100% performance-based awards, based on an annual metric that measured revenue and total contract value (TCV) sales of our storage-as-a-service offerings. These performance-based equity awards are further subject to time-based vesting over a multi-year period. Our pay-for-performance program worked. We set targets that were challenging -- growing our subscription sales and maintaining revenue growth, profitability and high customer satisfaction. We met or exceeded revenue, profitability and NPS targets, and bonus awards was earned. Due to falling short of our TCV target for sales of our storage-as-a-service offerings, the equity awards were earned at 73% of target. The program is discussed in detail in the section titled “Compensation Discussion and Analysis” below.

OUR EXECUTIVE COMPENSATION PRACTICES

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and ensure that compensation is meaningfully tied to the creation of long-term stockholder value. Listed below are highlights of our compensation policies and practices:

PERFORMANCE-BASED EXECUTIVE OFFICER PAY

The chart below shows the pay components and mix for our Chief Executive Officer for fiscal 2025 (based on base salary, target cash bonus and grant date fair value of equity award at target). This chart illustrates the predominance of at-risk and performance-based components in our executive compensation program. Our other executive officers have pay packages that are similarly weighted toward performance-based components. We believe these components provide a compensation package that helps attract and retain qualified individuals, focuses the efforts of our executive officers on the achievement of both our short-term and long-term objectives and aligns the interests of our officers with those of our stockholders.

CEO - % OF TOTAL TARGET PAY

Fiscal 2025 compensation demonstrates our commitment to our pay-for-performance philosophy. Our named executive officers' actual compensation (salary, earned bonus and earned portion of equity awards) was, on average, 79% of target compensation (salary, target bonus and grant date fair value of equity awards).