pstg-20260430

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. )


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¨	Preliminary Proxy Statement
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þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

Everpure, Inc.

(Name of Registrant as Specified In Its Charter)

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


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þ			No fee required
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¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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			"We no longer provide just pure storage; we are now adding exciting new capabilities and products in data management." Charles Giancarlo Chairman and CEO, Everpure

Dear Stockholders,

A Defining Year of Performance and Momentum

Fiscal 2026 marked a defining year for Everpure. We delivered $3.7B in revenue, 16% revenue growth, and our first $1B revenue quarter in Q4. We have expanded our product line and can now compete for every type of data storage that our customers need, and we increased our market share in every segment of data storage. Our accelerated growth reflects a disciplined strategy of investing in innovation across data storage and, increasingly, data management, where we see significant growth opportunities

We exited fiscal 2026 with strong momentum across all traditional enterprise data storage customer segments, a strong beginning in our hyperscale business, as well as continued growth and expansion in our software and services products.

Our core strategy is to advance how organizations manage and derive value from data. Our competitive lead continues to grow, and is buttressed by our four sustainable, competitive advantages: our Purity operating system which is the consistent basis for all of our data storage products, our unique DirectFlash™ technology which maximizes the price-performance of Flash storage, our unique Evergreen technology and business model, and Pure Fusion which allows customers to build their own Enterprise Data Cloud.

Prior to our introduction of Pure Fusion, enterprises had to use manual controls to manage their data sets. The introduction of our Enterprise Data Cloud strategy allows customers to define policies for data set management in software, which then controls their global storage systems. This enables customers to unify, govern, and manage their data as a strategic asset rather than manage infrastructure physically. The adoption of Fusion continues to grow, reaching more than 600 customers since its introduction.

Hyperscalers are an exciting opportunity for Everpure, based on the strength of our DirectFlash™ technology. DirectFlash™ enables hyperscalers to obtain significantly greater data storage performance with significantly less power, space and e-waste. In fiscal 2026 we exceeded our annual shipment target to this segment, and established a strong foundation for continued growth.

This past year, we also introduced FlashBlade//EXA designed for very large-scale AI workloads and high-performance computing, and secured our first EXA customer. FlashBlade//EXA recently published performance numbers that are twice as fast as the next leading competitor and we expect EXA to continue to outperform.

We believe that our strategy of investing in innovation to enable customers to better manage, protect and leverage their data is the right one for the AI era. It is this focus that drives our team and allows us to earn our customers’ trust and business.

As we look ahead to fiscal 2027, we do so with both confidence and discipline. While the global environment continues to become ever more dynamic, challenging and uncertain, our differentiated technology, relentless focus on innovation, and strong business discipline position Everpure well to lead in our market. Our fiscal priorities are clear: deliver sustainable growth, allocate capital responsibly, and continue acting in the best interests of our customers, employees and shareholders.

On behalf of the board of directors and the entire leadership team, I thank you for your continued trust and support.

Sincerely,

CHARLES GIANCARLO
Chairman and CEO, Everpure

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2555 Augustine Dr.
Santa Clara, California 95054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME

LOCATION

RECORD DATE

June 10, 2026 at 7:30 am PT

Via live webcast at www.virtualshareholdermeeting.com/PSTG2026

April 16, 2026

Only stockholders of record at the close of business on the record date may vote at the meeting or any adjournment thereof.

VOTING PROPOSALS


						Board Recommendation
PROPOSAL 1: To elect three Class II directors to serve until our annual meeting of stockholders in 2029;						FOR each nominee
PROPOSAL 2: To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027; and						FOR
PROPOSAL 3: To consider an advisory vote on the compensation of our named executive officers, as described in this proxy statement.						FOR

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 1, 2026.

By Order of the Board of Directors

NICOLE ARMSTRONG

Chief Administrative & Legal Officer and Corporate Secretary

Santa Clara, California

May 1, 2026



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.


			2026 PROXY STATEMENT			3

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement.

MATTERS TO BE VOTED ON


PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

Andrew Brown, Roxanne Taylor and John Colgrove have been nominated for election as Class II 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 January 31, 2027 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.


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PROXY STATEMENT SUMMARY

FISCAL 2026 BUSINESS AND FINANCIAL HIGHLIGHTS

Growth

$3.7 Billion

FY26 Annual Revenue

Customers

14,500+

Global Customers

Leadership

Gartner Magic

Quadrant

12X leader!

$1.9 Billion

Q4 FY26 Subscription Annual Recurring Revenue (ARR)

1,000

New Customers

in FY26

~64%

Of Fortune

500 Companies

Net promoter Score

Among the highest in the industry

Everpure, formerly known as Pure Storage, is a global technology company providing an integrated storage and data management platform. Data is foundational to our customers’ business transformation and increasingly central to their operational resilience and competitive differentiation. As data volumes expand and artificial intelligence (AI) becomes more deeply embedded in customers' operations, the ability to store, manage, govern, and derive greater value from their data is becoming as important as the infrastructure used to store it.

We began as a provider of flash-based storage systems. Over time, we have evolved into a company that delivers a cloud experience with a unified storage and data management platform (the Everpure Platform). The Everpure platform is based on Purity, the Company’s storage software operating system, which operates on all of the Company’s hardware storage products as well as the Everpure Cloud. Purity contains our DirectFlash technology providing advanced Flash management, and all storage functions, system configuration, storage protocols, and our Evergreen non-disruptive upgrade technology. Purity has been further enhanced with Fusion, our unified control plane which allows all of our systems in a customer environment to operate as a fully integrated Enterprise Data Cloud.

We are executing a focused strategy to modernize and simplify data center infrastructure for customers as AI adoption increases and power, space, and operational constraints intensify. Purity supports this strategy by reducing complexity, enabling continuous system operation and facilitating software and hardware-based updates and data services without requiring disruption to workloads. Our vision of the modern data center integrates our foundation of simplicity and reliability with four major market trends that are impacting all organizations:

1) the shift towards modernizing data infrastructure with cloud operating models;

2) the growth of modern cloud-native applications;

3) increasing demand for data storage delivered as a service; and

4) increasing demand for data storage to support accelerating AI adoption while managing rising energy costs.

Across these trends, Purity provides a unified software and management environment across the platform, supporting consistent operation, scalability, and the delivery of data services as customer requirements evolve.

Using Everpure Purity enhanced with Fusion, customers can construct their own Enterprise Data Cloud to run diverse data workloads, at scale — including mission-critical production, test and development, analytics, disaster recovery, backup and restore, AI, and machine learning — through a single operating system and a consistent, highly automated cloud operating model designed to simplify data lifecycle management, improve resilience, and support AI and analytics initiatives.

Our highlights for fiscal 2026 include:

•Enterprise Data Cloud: We introduced the Enterprise Data Cloud (EDC), an architecture that enables organizations to centrally manage a virtualized cloud of data with unified control - spanning on-premises, public cloud, and hybrid - enabling intelligent, autonomous data management and governance across the entire environment. This approach supports more consistent data management and governance across distributed infrastructure. EDC is underpinned by the Everpure Platform, powered by Purity software enhanced with Fusion. Also during the year we expanded EDC into the public cloud with Everpure Cloud Azure Native, developed jointly with Microsoft – the industry's first fully managed, enterprise-grade block volume as a service.


			2026 PROXY STATEMENT			5

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PROXY STATEMENT SUMMARY

•Market-Leading Portfolio Innovation: We released FlashBlade//EXA, designed to meet the rigorous demands of AI and high-performance computing, delivering unmatched performance, scalability, and metadata management. Additionally, we introduced next-gen storage products, including FlashArray//XL and FlashArray//ST, built to support high-performance and scalable workloads across diverse enterprise use cases and offering unified block, file, and object storage capabilities. We also added ActiveCluster to simplify and automate replication for high availability across the rapidly growing file market supporting AI and unstructured data, while enabling seamless data mobility through a software-driven, policy-based approach using standard connectivity. Additionally, we built a differentiated solution to address ransomware requirements under EU regulations, particularly for financial institutions. It combines continuous, active availability with automated, ultra-frequent recovery points, enabling customers to maintain operations and recover clean data in seconds without added complexity, rigid infrastructure, or excessive cost.

•Industry Recognition: Everpure was named a leader in the Gartner Magic Quadrants for Enterprise Storage Platforms, marking its 12th consecutive year as a leader, and a leader in the Infrastructure Platform Consumption Services Magic Quadrant. Everpure was also recognized in Fortune's Best Places to Work in Technology in 2025.

Our growth pillars are: (i) enable our customers to build their own private Enterprise Data Cloud and manage with cloud operating models leveraging modern Flash; (ii) expand our products’ capabilities to integrate advanced data management to support cyber security and enterprise AI; (iii) expand our subscription services businesses; (iv) expand our hyperscaler market share and AI portfolio in GPU clouds (graphics processing unit); and (v) Enable our customers to easily transition to modern applications and modern virtualization.


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PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS

BOARD COMPOSITION SNAPSHOT

As of April 30, 2026:

INDEPENDENCE


			Independent
			Non-Independent

TENURE


			0 to 5 years
			5 to 10 years
			>10 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 our continuing directors as of April 30, 2026.


					Board Committees
Name	Class	Age	Indep.	Director Since	Audit	Compensation	Governance	Risk	Other Public Boards
2026 Director Nominees
Andrew Brown Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics	II	62	Yes	2019					1
John “Coz” Colgrove Chief Visionary Officer	II	63	No	2009					-
Roxanne Taylor Former Chief Marketing & Communications Officer, Accenture	II	69	Yes	2019					1
Continuing Directors*
Scott Dietzen Vice Chairman and Former CEO, Everpure	I	63	Yes	2010					-
Charles Giancarlo Chairman and Chief Executive Officer	I	68	No	2017					2
John Murphy Former Chief Financial Officer, Adobe	I	57	Yes	2021					2
Jeff Rothschild Former VP of Technology, Meta Platforms	III	71	Yes	2018					-
Susan Taylor Former Chief Accounting Officer, Meta Platforms	III	57	Yes	2018					2
Greg Tomb President, Censia	I	60	Yes	2020					-
Mallun Yen Founder and General Partner, Operator Collective	III	55	Yes	2021					-

Chair

Member

Chair/Financial Expert

Member/Financial Expert


			2026 PROXY STATEMENT			7

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PROXY STATEMENT SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2026, our board of directors and compensation and talent committee (our compensation committee) approved compensation packages for our executive officers that maintained our robust pay-for-performance philosophy. Fiscal 2026 cash bonus awards relied on annual revenue, non-GAAP operating profit and customer satisfaction metrics, as well as individual performance. With the exception of executive officers hired during the fiscal year, all equity awards granted in fiscal 2026 were 100% performance-based and earned based on performance against a pre-established annual metric that measured revenue and total contract value sales of our storage-as-a-service offerings (TCV Subscription Sales). Any earned 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 cash bonus awards were earned in excess of target. We significantly exceeded our revenue and TCV Subscription Sales targets, and our executive officers' equity awards were earned at 187% 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:

WHAT WE DO

WHAT WE DON’T DO

•Primarily performance-based cash and equity incentives

•Caps on performance-based cash and equity incentive compensation related to the corporate performance factor

•100% independent directors on our compensation committee

•Independent compensation consultant engaged by our compensation committee

•Annual review and approval of our compensation strategy

•Significant portion of compensation based on corporate performance metrics

•Three-year equity vesting period for PSUs

•Stock ownership guidelines

•Policy regarding incentive compensation clawback

•No “single trigger” change of control payments or benefits

•No post-termination retirement or pension-type non-cash benefits

•No perquisites other than those available to our employees generally

•No tax gross-ups for change of control payments or benefits

PERFORMANCE-BASED EXECUTIVE OFFICER PAY

The chart below shows the pay components and mix for our Chief Executive Officer for fiscal 2026 (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


5% Base Salary
	9% Cash Bonus
		86% Equity


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TABLE OF CONTENTS


Proxy Statement Summary						4

Proposal 1 – Election of Directors						11

Nominees for Election Until the 2029 Annual Meeting of Stockholders						13
Board of Directors Role and Responsibilities						19
Board Structure and Processes						23
Transactions with Related Persons						27
Director Compensation						28

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm						30

Pre-Approval Policies and Procedures						31
Audit Committee Report						31

Proposal 3 – Advisory Vote on Named Executive Officer Compensation						32

Compensation Committee Report						32
Our Executive Officers						33
Compensation Discussion and Analysis						34


Executive Compensation						50

Summary Compensation Table for Fiscal 2026						50
Grants of Plan–Based Awards Table in Fiscal 2026						51
Outstanding Equity Awards as of February 1, 2026						53
Stock Awards Vested in Fiscal 2026						54
Nonqualified Deferred Compensation						54
Employment, Severance and Change in Control Agreements						55
Pay Ratio Information						58
Pay Versus Performance						59

Stock Ownership Information						62

Security Ownership						62
Delinquent Section 16(a) Reports						63
Equity Compensation Plan Information						63

SEC Form DEF 14A filed by Everpure Inc.