SEC Form DEF 14A filed by Pure Storage Inc.

5/2/25 4:18:41 PM ET

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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. )


þ	Filed by the Registrant	¨	Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

Pure Storage, Inc.

(Name of Registrant as Specified In Its Charter)

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


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
þ			No fee required
¨			Fee paid previously with preliminary materials
¨			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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			"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 Giancarlo Chairman 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.

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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

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2555 Augustine Dr.
Santa Clara, California 95054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME

LOCATION

RECORD DATE

June 11, 2025 at 7:30 am PT

Via live webcast at www.virtualshareholdermeeting.com/PSTG2025

April 17, 2025

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 four Class I directors to serve until our annual meeting of stockholders in 2028;						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 February 1, 2026; 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 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.


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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 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.


			2025 PROXY STATEMENT			5

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PROXY STATEMENT SUMMARY

FISCAL 2025 BUSINESS AND FINANCIAL HIGHLIGHTS

Growth

$3.17 Billion

FY25 Annual Revenue

Customers

13,500+

Global Customers

Leadership

Gartner Magic

Quadrant

11X leader!

~62%

Of Fortune

500 Companies

$1.7 Billion

Q4 FY25 Subscription Annual Recurring Revenue (ARR)

1,000

New Customers

in FY25

Net promoter Score

Among the highest in the industry

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.


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PROXY STATEMENT SUMMARY

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.


					Board Committees
Name	Class	Age	Indep.	Director Since	Audit	Compensation	Governance	Risk	Other Public Boards
2025 Director Nominees
Scott Dietzen Vice Chairman and Former CEO, Pure Storage	I	62	Yes	2010					-
Charles Giancarlo Chairman and Chief Executive Officer	I	67	No	2017					2
John Murphy Former Chief Financial Officer, Adobe	I	56	Yes	2021					2
Greg Tomb President, Censia	I	59	Yes	2020					-
Continuing Directors
Andrew Brown Chief Executive Officer, Sand Hill East and Chief Executive Officer and Co-owner, Biz Tectonics	II	61	Yes	2019					1
John “Coz” Colgrove Chief Visionary Officer	II	62	No	2009					-
Jeff Rothschild Former VP of Technology, Facebook	III	70	Yes	2018					-
Roxanne Taylor Former Chief Marketing & Communications Officer, Accenture	II	68	Yes	2019					1
Susan Taylor Former Chief Accounting Officer, Meta Platforms	III	56	Yes	2018					-
Mallun Yen Founder and General Partner, Operator Collective	III	54	Yes	2021					-

Chair

Member

Chair/Financial Expert

Member/Financial Expert


			2025 PROXY STATEMENT			7

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PROXY STATEMENT SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2025, our compensation and talent committee (our compensation 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:

WHAT WE DO

WHAT WE DON’T DO

•Primarily performance-based cash and equity incentives

•Caps on performance-based cash and equity incentive compensation as relates 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 metrics

•Three-year equity vesting period

•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 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


6% Base Salary			8% Cash Bonus			86% Equity

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).


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TABLE OF CONTENTS


Proxy Statement Summary						5

Proposal 1 – Election of Directors						11

Nominees for Election Until the 2028 Annual Meeting of Stockholders						13
Board of Directors Role and Responsibilities						18
Board Structure and Processes						22
Transactions with Related Persons						26
Director Compensation						27

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm						29

Pre-Approval Policies and Procedures						30
Audit Committee Report						30

Proposal 3 – Advisory Vote on Named Executive Officer Compensation						31

Compensation Committee Report						31
Our Executive Officers						32
Compensation Discussion and Analysis						33


Executive Compensation						47

Summary Compensation Table for Fiscal 2025						47
Grants of Plan–Based Awards Table in Fiscal 2025						48
Outstanding Equity Awards as of February 2, 2025						49
Stock Awards Vested in Fiscal 2025						50
Nonqualified Deferred Compensation						50
Employment, Severance and Change in Control Agreements						51
Pay Ratio Information						54
Pay Versus Performance						55

Stock Ownership Information						58

Security Ownership						58
Delinquent Section 16(a) Reports						59
Equity Compensation Plan Information						60

Questions and Answers A bout These Proxy Materials and Voting						61


			2025 PROXY STATEMENT			9

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2555 Augustine Dr.
Santa Clara, California 95054

PROXY STATEMENT

For the 2025 Annual Meeting of Stockholders

To Be Held On June 11, 2025 at 7:30 am PT

Our board of directors is soliciting your proxy to vote at the 2025 annual meeting of stockholders of Pure Storage, Inc., a Delaware corporation (Pure), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/PSTG2025, originating from Santa Clara, California, on Wednesday, June 11, 2025 at 7:30 am PT, and any adjournment or postponement thereof.

For the meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 27, 2025, to our stockholders primarily via the internet. Beginning on or about May 2, 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) that contains notice of the meeting and instructions on how to access our proxy materials on the internet, how to vote at the meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and the cost of our annual meetings.

To attend, vote, and submit questions during the annual meeting visit www.virtualshareholdermeeting.com/PSTG2025 and enter the 16-digit control number included in the Notice or on your proxy card. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/PSTG2025.

Only stockholders of record at the close of business on April 17, 2025 (the record date) will be entitled to vote at the meeting. On the record date, there were 327,142,977 shares of common stock outstanding and entitled to vote. Each holder of common stock will have the right to one vote per share. A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at our address above. The stockholder list will also be available online during the meeting. If you plan to attend the meeting online, please see the instructions elsewhere in this proxy statement.

In this proxy statement, we refer to Pure Storage, Inc. as “Pure Storage,” "Pure," "the company," “we” or “us” and the board of directors of Pure as “our board of directors.” Our Annual Report on Form 10-K, which contains consolidated financial statements as of and for the fiscal year ended February 2, 2025 (fiscal 2025), accompanies this proxy statement. You may also obtain a copy of our Annual Report on Form 10-K relating to fiscal 2025, without charge, by writing to our Secretary at our address above.


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PROPOSAL 1 ELECTION OF DIRECTORS

Our board of directors recommends a vote FOR all Class I director nominees.

Our board of directors currently consists of ten members. Our board is divided into three classes with each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Any directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Scott Dietzen, Charles Giancarlo, John Murphy, and Greg Tomb are currently directors of Pure and have been nominated to continue to serve as Class I directors. Each of these nominees has agreed to stand for reelection at the meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the meeting, each of these nominees will serve until the annual meeting of stockholders to be held in 2028 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

Our nominating and corporate governance committee (our governance committee) seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the governance committee has identified and evaluated nominees in the broader context of our board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities deemed critical to the effective functioning of our board of directors.

VOTE REQUIRED

Directors are elected by a plurality of the votes of the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the four nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the four nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our governance committee.

DIRECTOR NOMINATION AND BOARD REFRESHMENT PROCESS

In evaluating candidates for our board, our governance committee considers such factors as possessing relevant expertise to be able to offer advice and guidance to management, having sufficient time to devote to the company's affairs, having the ability to read and understand basic financial statements, demonstrated commitment to the highest personal integrity and ethics, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. These qualifications may be modified from time to time. The governance committee also considers the board's overall balance in terms of diversity of thought, experiences, backgrounds, cultures, and ideas (including corporate backgrounds beyond the executive suite and non-corporate backgrounds). The governance committee takes into account the current composition of our board of directors, the operating requirements of the company and the long-term interests of stockholders. It is the policy of the board of directors to include qualified diverse candidates in the pool from which director nominees are considered.

In the case of incumbent directors whose terms of office are set to expire, our governance committee will review the directors’ prior service to us, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the governance committee also evaluates whether the nominee is independent, based upon applicable NYSE listing standards and SEC rules and regulations, and the advice of counsel, if necessary. The governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. The governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.


			2025 PROXY STATEMENT			11

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PROPOSAL 1 - ELECTION OF DIRECTORS

Our governance committee intends to evaluate director candidates recommended by stockholders based on the factors and qualifications discussed above, though it has not implemented a formal policy regarding such process. Our board believes that it is appropriate that the governance committee does not have such a policy because it reviews all candidates in the same manner regardless of the source of the recommendation. The governance committee may in the future implement a formal policy regarding consideration of director candidates recommended by stockholders.

Below is a summary of the primary skills, experience and qualifications that our directors bring to our board of directors:


Area of Expertise		Description	Number of Directors with the Capability
	Industry / Technology Expertise	Insight in the cloud, data and software industry to oversee our business and the risks we face.	llllllllll
	CEO Experience	Expertise shaping strategy, performance, prioritization and scale leadership as CEO.	lllll
	Senior Leadership Experience	Experience in senior leadership positions to analyze, advise and oversee management in decision making, operations and policies.	llllllllll
	Financial Knowledge and Expertise	Knowledge of financial markets, financing and accounting and financial reporting processes.	llllll
	Human Capital Management	Experience attracting and retaining top talent to advise and oversee our people and compensation policies.	lllllllll
	Cybersecurity	Experience, education or certification in cybersecurity, or other knowledge, skills or other background in cybersecurity.	lllll
	Emerging Technologies and Business Models	Experience identifying and developing emerging technologies and business models to advise, analyze and strategize regarding disrupting our industry, business and company.	lllllllll
	As-a-Service Experience	Experience building a sustainable subscription business.	llllll
	Global / International	Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business.	lllllllll
	Sales / GTM	Sales experience to provide expertise and guidance to grow sales and enhance our brand.	llllll
	Marketing	Marketing and brand management experience to provide expertise and guidance to enhance our brand.	llllll
	Governance, Risk Oversight and Compliance	Experience in public company corporate governance, risk oversight and management, compliance, policy and creating long term sustainable value.	lllllll

Our board of directors believes that rotation of directors is integral to an effective governance structure. Moreover, rotation brings diverse viewpoints, new perspectives, and a variety of skills and professional experiences, which are important components of governance and promoting the long-term interests of stockholders. In identifying board candidates, our board of directors seeks candidates with diverse backgrounds and believes that a greater breadth of personal and professional experience improves the quality of decision making and enhances business performance. Our board of directors has a range of tenures among its continuing directors, with an average tenure of approximately 7.6 years as of April 30, 2025.


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PROPOSAL 1 - ELECTION OF DIRECTORS

NOMINEES FOR ELECTION UNTIL THE 2028 ANNUAL MEETING OF STOCKHOLDERS


	SCOTT DIETZEN Vice Chairman, Independent
	Age: 62	Director Since: October 2010

Vice Chairman Chief Executive Officer, Augment Committee(s): Governance Risk	BACKGROUND Dr. Dietzen has served as Chief Executive Officer of Augment, Inc., a computer software company, since April 2023. Dr. Dietzen has served as our Vice Chairman since September 2018. Dr. Dietzen previously served as our Chief Executive Officer from 2010 to 2017, and as our Chairman from 2017 to 2018. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., including as Interim SVP of Yahoo! Communications and Communities. From 2005 to 2007, Dr. Dietzen served as President and Chief Technology Officer of Zimbra, Inc., a provider of open source messaging and collaboration software until its sale to Yahoo! in 2007. From 1998 to 2004, Dr. Dietzen served in various roles at BEA Systems, Inc., including as Chief Technology Officer. He earned a B.S. in Applied Mathematics and Computer Science and a M.S. and Ph.D. in Computer Science from Carnegie Mellon University. QUALIFICATIONS FOR BOARD SERVICE Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies, as well as his understanding and experience as our former CEO within the data storage industry.


	CHARLES GIANCARLO Chairman
	Age: 67	Director Since: August 2017

Chairman and Chief Executive Officer Committee(s): None Other Public Company Boards: Arista Networks (2013-present) ZScaler (2016-present)	BACKGROUND Mr. Giancarlo has served as our Chief Executive Officer since August 2017, and as our Chairman since September 2018. Mr. Giancarlo previously served as Managing Director, Head of Value Creation and later Senior Advisor at Silver Lake Partners, a private investment firm, from 2007 to 2015, where he focused on investment and business improvement opportunities for Silver Lake’s portfolio companies. Mr. Giancarlo served as Interim President and Chief Executive Officer of Avaya, from 2008 to 2009. Prior to that, from 1993 to 2007, Mr. Giancarlo served in senior executive roles at Cisco Systems, including Chief Technology Officer and Chief Development Officer, leading the introduction of many new technologies. Mr. Giancarlo holds a B.S. in Engineering from Brown University, a M.S. in Electrical Engineering from the University of California, Berkeley, and an M.B.A. from Harvard Business School. QUALIFICATIONS FOR BOARD SERVICE Mr. Giancarlo’s qualifications for board service include his extensive executive leadership and operational experience at major technology companies, his broad knowledge of data center technologies and matters relating to corporate governance, his investor perspective and his relevant industry knowledge, including with respect to disruptive B2B technologies.


			2025 PROXY STATEMENT			13

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PROPOSAL 1 - ELECTION OF DIRECTORS


	JOHN MURPHY Independent
	Age: 56	Director Since: December 2021

Board member Committee(s): Audit (Chair) Other Public Company Boards: Roper Technologies (2024-present) LegalZoom.com (2021-present)	BACKGROUND Mr. Murphy previously served as Executive Vice President and Chief Financial Officer of Adobe, Inc. from April 2018 to October 2021 and as Senior Vice President, Chief Accounting Officer and Corporate Controller from 2017 to 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from 2014 to 2017. Prior to joining Qualcomm, he worked at several global companies in a variety of finance and accounting roles. Mr. Murphy is a member of the Board of Trustees at Fordham University and of the Advisory Board of the Foundry at Fordham University, which champions student and alumni entrepreneurship and social impact. He holds an M.B.A. from the Marshall School of Business at the University of Southern California, and a B.S. in Accounting from Fordham University and is a licensed CPA (inactive). QUALIFICATIONS FOR BOARD SERVICE Mr. Murphy’s qualifications for board service include his extensive management and financial experience at major technology companies, including as-a-Service transitions, his familiarity with corporate governance and risk management, as well as his relevant technology industry knowledge and public company board experience.


	GREG TOMB Independent
	Age: 59	Director Since: February 2020

President, Censia Committee(s): Audit	BACKGROUND Mr. Tomb has served as President of Censia, a talent intelligence platform, since October 2023. Mr. Tomb previously served as President, Zoom Video Communications, from June 2022 to March 2023. Prior to Zoom, Mr. Tomb served as Vice President of Google's Workspace, Geo and Security Sales at Google Cloud, a cloud computing services company, from April 2021 to June 2022. Mr. Tomb worked at SAP, a multinational provider of enterprise application software and software-related services, from 2003 to 2021, serving as President of SAP Cloud Sales and GTM from March 2020 to April 2021, and as President of SAP SuccessFactors, from July 2017 to March 2020. He previously held responsibilities for SAP's HANA Enterprise Cloud business, SAP's Global Services Organization and SAP North American Business Unit. Mr. Tomb holds a B.S. in Engineering from Pennsylvania State University and an M.B.A from Loyola University of Chicago. QUALIFICATIONS FOR BOARD SERVICE Mr. Tomb's qualifications for board service include his extensive leadership and sales expertise at enterprise technology companies, with a focus on sales and implementation of enterprise and cloud-based business applications.


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CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS


	ANDREW BROWN Independent
	Age: 61	Director Since: September 2019

Chief Executive Officer, Sand Hill East Committee(s): Compensation (Chair) Risk (Chair) Other Public Company Boards: Zscaler (2015 - present) Guidewire Software (2013-2022)	BACKGROUND Mr. Brown has served as Chief Executive Officer of Sand Hill East LLC, a strategic management, investment and marketing services firm, since February 2014, and as the Chief Executive Officer and Co-Owner of Biz Tectonics LLC, a privately held consulting company, since 2006. From 2010 to 2013, Mr. Brown served as Group Chief Technology Officer of UBS, an investment bank. From 2008 to 2010, Mr. Brown served as head of strategy, architecture and optimization at Bank of America Merrill Lynch, the corporate and investment banking division of Bank of America. From 2006 to 2008, Mr. Brown served as Chief Technology Officer of Infrastructure at Credit Suisse Securities (USA) LLC. Mr. Brown holds a Bachelor of Science in Chemical Physics from University College London. QUALIFICATIONS FOR BOARD SERVICE Mr. Brown's qualifications for board service include his extensive technology expertise, including as chief technology officer of multiple large financial firms, as well as his service on the boards of other disruptive technology companies, including other public companies.


	JOHN "COZ" COLGROVE
	Age: 62	Director Since: October 2009

Founder and Chief Visionary Officer Committee(s): None	BACKGROUND Mr. Colgrove founded Pure in October 2009 and has served as our Chief Visionary Officer since 2021. Mr. Colgrove served as our Chief Technology Officer, from October 2009 to August 2021. In 2009, Mr. Colgrove served as an Entrepreneur in Residence at Sutter Hill Ventures, a venture capital firm. From 2005 to 2008, Mr. Colgrove served as a Fellow and Chief Technology Officer for the Datacenter Management Group of Symantec. Mr. Colgrove was one of the founding engineers and a Fellow at Veritas Software Corp., a provider of storage management solutions, which merged with Symantec in 2005. Mr. Colgrove earned his B.S. in Computer Science from Rutgers University and holds over 300 patents in the areas of system, data storage and software design. QUALIFICATIONS FOR BOARD SERVICE Mr. Colgrove’s qualifications for board service include his deep technical expertise and knowledge of data storage systems, requirements and design, and his experience as a leader and innovator involved in emerging technologies and companies, including as Pure's founder.


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	ROXANNE TAYLOR Independent
	Age: 68	Director Since: February 2019

Board Member Committee(s): Compensation Governance (Chair) Other Public Company Boards: Thoughtworks (2021-2024) Unisys Corp. (2021-present)	BACKGROUND Ms. Taylor previously served as the Chief Marketing and Communications Officer of Memorial Sloan Kettering, the world’s oldest and largest private cancer center, from February 2020 to October 2022. Ms. Taylor served as Chief Marketing and Communications Officer at Accenture, a global professional services company, from 2007 until 2018. From 1995 to 2007, Ms. Taylor served in various marketing positions at Accenture, including Managing Director Corporate and Financial Communications and Director of Marketing and Communications for the Financial Services practice. Before joining Accenture, Ms. Taylor served in corporate communications, investor relations, and senior marketing positions at Reuters and Citicorp/Quotron from 1993 to 1995 and 1989 to 1993, respectively. Ms. Taylor received a B.A. in Psychology from University of Maryland, College Park. QUALIFICATIONS FOR BOARD SERVICE Ms. Taylor’s qualifications for board service include her extensive marketing and communications experience, and knowledge of the technology industry and IT services, as well as the insights she brings from managing public company communications and investor relations, and her public company board experience.

CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS


	JEFF ROTHSCHILD Independent
	Age: 70	Director Since: April 2018

Board Member Committee(s): Risk	BACKGROUND Mr. Rothschild previously served as an Advisor and Venture Partner at Accel Partners, a venture capital firm, from 1999 to 2022. Mr. Rothschild was the VP of Technology at Facebook, a social media and technology company, from 2005 to 2015. Mr. Rothschild co-founded Veritas Software Corp., a provider of storage management solutions, where his role included product strategy, sales and marketing. Prior to Veritas, Mr. Rothschild worked with a number of companies in the areas of storage management, system software and networking. Mr. Rothschild is the Vice-Chairman of The Vanderbilt University Board of Trustees and a member of the Board of Directors of Stanford Health Care. Mr. Rothschild holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University. QUALIFICATIONS FOR BOARD SERVICE Mr. Rothschild’s qualifications for board service include his extensive technical and executive leadership and operational experience within technology companies, as well as his relevant infrastructure knowledge and perspective, particular as a technology vendor and customer.


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	SUSAN TAYLOR Independent
	Age: 56	Director Since: October 2018

Board Member Committee(s): Audit Compensation	BACKGROUND Ms. Taylor previously served as Chief Accounting Officer of Meta Platforms, Inc., a social media and technology company, from April 2017 until June 2023. From 2012 to 2017, Ms. Taylor served as Vice President, Controller, and Chief Accounting Officer of LinkedIn Corporation, a professional social networking company. From 2009 to 2012, Ms. Taylor served as the Vice President, Controller, and Chief Accounting Officer of Silver Spring Networks, Inc., a provider of networking solutions, and from 2008 to 2009, Ms. Taylor served as the Senior Director, Accounting Policy of Yahoo! Inc. Prior to Yahoo!, Ms. Taylor spent over thirteen years at PricewaterhouseCoopers LLP, an accounting firm, in various accounting roles. Ms. Taylor received a Bachelor of Commerce degree from the University of Toronto and is a Certified Public Accountant (inactive) in California. QUALIFICATIONS FOR BOARD SERVICE Ms. Taylor’s qualifications for board service include her extensive leadership and financial experience at major cloud, data and software companies, as well as her knowledge and significant technology industry and operational experience.


	MALLUN YEN Independent
	Age: 54	Director Since: September 2021

Founder and General Partner, Operator Collective Committee(s): Governance	BACKGROUND Ms. Yen has served as general partner of Operator Collective, a venture capital firm and community that brings in experienced operators into the venture ecosystem, which she founded in December 2018. Previously, she served various roles, including Chief Operating Officer, at SaaStr, a community of SaaS executives, founders, and entrepreneurs, from 2012 to 2019, as Executive Vice President and Chief Business & Product Officer at RPX Corporation, a patent risk management company, where she was employed from 2010 to 2017 and a board member from 2017 to 2018, and Vice President, Worldwide Intellectual Property at Cisco Systems, Inc., where she was employed from 2002 to 2010. Ms. Yen was also the CEO and a board member of ChIPs Network, Inc. an organization she co-founded in 2005 that advances women in technology, law and policy. Ms. Yen holds a Bachelor of Science in Business Administration from California Polytechnic State University – San Luis Obispo and a Juris Doctor degree from University of California, Berkeley School of Law. QUALIFICATIONS FOR BOARD SERVICE Ms. Yen's qualifications for board services include her extensive leadership experience at technology companies, particularly her expertise with as-a-Service businesses and her investor perspective, as well as her relevant technology and legal knowledge.


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BOARD OF DIRECTORS ROLE AND RESPONSIBILITIES

RISK OVERSIGHT

Our board of directors oversees an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, improve long-term organizational performance, and enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for a given company. The involvement of our full board of directors in reviewing our business is an integral aspect of its assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk.

Our risk committee has the responsibility to consider and discuss our major risks relating to (i) company operations, including business continuity, and (ii) our information technology use and data security, including cybersecurity, privacy, data collection and protection, and compliance with information security and data protection laws, and is responsible for overseeing the steps our management has taken to monitor and control these exposures.

Our audit committee has the responsibility to consider and discuss our major risks related to financial and sustainability matters, and is responsible for overseeing the steps our management has taken to monitor and control these risk exposures. Our audit committee also monitors compliance with legal and regulatory requirements and our ethics and compliance program, as well as providing oversight relating to our external auditors and our internal audit function.

Our governance committee monitors the effectiveness of our corporate governance practices, including our governance guidelines and how successful we are in managing corporate risk.

At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board and its committees with respect to the most significant risks that could affect our business. Management provides our audit committee periodic reports on our compliance programs and investment policy and practices.

COMPENSATION RISK

Our compensation committee assesses and monitors whether any of our compensation policies, practices and programs has the potential to encourage excessive risk-taking. As part of its annual process, our compensation committee reviewed a risk assessment conducted by management and the committee’s independent compensation consultant to determine whether the design of our employee compensation programs and the amounts and components of employee compensation might create incentives for excessive risk taking by our employees. Based on that review, our compensation committee concluded that the risks arising from our employee compensation programs are not reasonably likely to have a material adverse effect on our company. Our compensation committee believes that our compensation programs encourage employees, including our executives, to remain focused on an appropriate balance of the short-term and long-term operational and financial goals of our company, thereby reducing the potential for actions that involve an excessive level of risk. See the section titled "Compensation Discussion and Analysis" for information regarding relevant features of our compensation programs, such as:

•Our equity awards for executive officers, in general, have both performance vesting criteria, as well as time-based vesting criteria, which balances competing short-term and long-term incentives;

•Our equity awards are full value awards and are granted on an annual basis with long-term, overlapping vesting periods to motivate recipients to focus on sustained stock price appreciation;

•Our performance equity and bonus awards contain a cap on maximum payout related to corporate performance;

•Our compensation committee has retained an independent compensation consultant to provide objective advice on matters related to the compensation of our executive officers and non-employee directors; and

•Our compensation committee annually reviews competitive benchmarking data in setting pay mix, targets and long-term incentive elements for our executive officers’ compensation packages.


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COMPLIANCE AND ETHICS

We pride ourselves on our culture and company values. We strive to embody these values in everything we do. Just as important are our underlying common principles of Integrity, Honesty, Innovation and Respect for Others—these truly define us and are at the heart of our code of conduct, which applies to all of our directors, officers and employees. Our code of conduct goes beyond merely fulfilling legal requirements—at Pure, conduct counts.

All of our employees are required to complete training courses on our code of conduct and acknowledge and certify compliance with our code of conduct and other key policies on an annual basis. In addition, we conduct mandatory trainings to address compliance risks associated with specific roles in our company. We also maintain a Speak Up hotline where employees and third-parties can anonymously report any concerns about possible violations of our code. We thoroughly investigate any information we receive through the hotline or otherwise and take appropriate remedial action when necessary. Conduct counts for our business partners as well. We conduct due diligence on new partners and vendors to confirm compliance with relevant laws. Our business partners are expected to comply with our partner code of conduct and we perform periodic audits to confirm that our code is followed in practice. We plan to disclose future amendments to certain provisions of our code of conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website. Our audit committee provides oversight of our ethics and compliance program.

Our board of directors has also adopted a set of guidelines that establish the corporate governance policies pursuant to which our board of directors intends to conduct its oversight of the business of the company in accordance with its fiduciary responsibilities. Our code of conduct, applicable waivers thereof, and our corporate governance guidelines are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com.

SUSTAINABILITY

We strive to deliver highly performant storage technology and solutions while building a resilient and profitable business, for our customers, partners, investors, employees and for the communities in which we live and work. In fiscal 2025, we conducted a Double Materiality Assessment (DMA) to identify our most material sustainability topics. The DMA was performed in consultation with a globally recognized and accredited third-party sustainability consultancy firm. These material sustainability-related topics form the foundation of our sustainability program and Impact report. There are eight Tier 1 and Tier 2 sustainability topics in terms of impact on enterprise value and/or impact on society and the environment.



TIER 1						TIER 2

Climate Change Adaptation Data Security & Privacy Emissions & Energy Sustainable Platform & Services Talent Attraction, Retention & Development						Ethics & Compliance Responsible Sourcing Waste & Circularity

We continue to mature our sustainability efforts and drive positive impact by:

•Delivering sustainable technology and operations that reduce energy demand in support of the transition to a net zero carbon future for our employees, customers, and supply chain.

•Advancing equitable outcomes for our people by enabling them to expand their skills, achieve professional growth, and support their communities.

•Building and maintaining trust with our employees, customers, partners, investors and communities through sound governance, data security and privacy, and leading with ethics and transparency.


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SUSTAINABILITY GOVERNANCE

Clear oversight and strong governance ensures we have the structure in place to effectively manage risks and opportunities, and drive long-term value creation and business resilience. Our sustainability governance model is the structure through which we drive accountability across the company to set and achieve our sustainability goals and objectives, identify new sustainability-related risks and opportunities as they emerge and incorporate feedback from all our stakeholders as their expectations evolve.

Our sustainability program governance includes annual updates to our board of directors, quarterly updates to our audit committee, as well as topic specific updates to our risk committee, compensation committee, and governance committee. Quarterly updates on sustainability are also provided to our Chief Financial Officer, Chief Administrative & Legal Officer, and Chief Technology Officer, who provide oversight on sustainability strategy as it relates to risks, opportunities, and impacts.

We remain committed to progressing our sustainability initiatives, creating positive outcomes for our customers, engaging and inspiring our employees, and working closely with our suppliers to ensure business resilience. Our strategy and initiatives are informed by stakeholder engagement, including feedback received from our investors, customers, and employees, as well as regulators.

ENVIRONMENT

Our portfolio of products were designed and built from the beginning with the inherent ability to reduce energy consumption, drive down carbon emissions, and reduce the administrative resources required for enterprise data management. The transition from mechanical spinning hard disks to all-flash storage significantly reduces our customers’ energy consumption and space requirements. These efficiency improvements not only align with global sustainability initiatives but also enhance AI deployment capabilities by conserving crucial resources for computing power. Through Pure’s unique business model, we have the opportunity to drive a refresh of aging and inefficient hard disks that reside in data centers worldwide. Our Evergreen architecture allows our arrays to be upgraded non-disruptively, enabling our customers to continuously benefit from the latest hardware and software technology, without interruption to their continuous operation, while significantly reducing unnecessary product replacements and the associated e-waste. Our Fusion software improves storage utilization by pooling storage resources and AI-driven workload placement to optimize capacity and performance across customer storage estates. This enables higher efficiency, reduced waste, and better return on infrastructure investments. Our as-a-service delivery models further reduce e-waste and improve circularity by refreshing products for use in our Evergreen//One subscription offerings.

In fiscal 2025, we continued to identify opportunities to reduce the environmental impact of our operations and supply chain. We quantified our greenhouse gas (GHG) emissions across scope 1, 2, and 3 and obtained third party verification. We also completed development of our Science Based Targets (SBT) and received validation from the SBT Initiative. Our SBTs include commitments:

•to reduce absolute scope 1 and 2 GHG emissions 42% by fiscal 2030, from a fiscal 2023 base year,

•to reduce scope 3 GHG emissions from use of sold products 51.6% per petabyte by fiscal 2030, from a fiscal 2023 base year, and

•that 45% of Pure suppliers by spend, covering purchased goods and services, will have SBTs by fiscal 2029.

In addition, we expanded our procurement of renewable electricity and are now at 100% coverage for our Santa Clara, California headquarters, Prague, and Bangalore campuses through a combination of high-quality renewable grid electricity and purchasing renewable energy certificates to cover the remainder.

Pure continues to actively engage with the Value Balancing Alliance, a membership organization based out of Frankfurt, Germany with the vision of redefining corporate value creation where the value of a company is measured not only by its financial performance but also by its contributions to society, nature, and the economy. As part of our membership we are piloting the impact accounting methodology. This reflects our first steps toward accounting for the environmental costs across our value chain, including greenhouse gas, product materials, water, waste, and land use.

For more information about our key sustainability initiatives, visit our Sustainability webpage at https://www.purestorage.com/company/sustainability.html.


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SOCIAL

Our Commitment to a Strong and Inclusive Team

At Pure, we support fair and equitable hiring and promotion practices and greatly value a broad diversity of thought, experiences, backgrounds, cultures, and ideas. A close-knit team culture is core to our success and fuels the industry-leading innovation and customer experience that sets us apart. We believe that fostering an inclusive work environment strengthens collaboration, drives better decision-making, and enhances business outcomes. Our efforts focus on:

Leadership Accountability - We assess and recognize leadership behaviors that contribute to a workplace where all employees can do their best work. Our leaders review results quarterly and take action as needed to strengthen workplace engagement and collaboration.

Employee Networks and Community - Our Employee Resource Groups help foster connections, professional growth, and a sense of belonging, reinforcing our culture of inclusivity and teamwork.

Fair and Consistent Talent Practices - We apply structured, data-driven approaches to ensure fairness and objectivity in hiring, compensation, performance reviews, and promotions. We conduct regular pay equity reviews and track career progression to support transparent and consistent advancement opportunities.

We provide regular updates on our workforce initiatives and progress to our board of directors as part of our broader commitment to building and sustaining a strong, inclusive culture.

Human Capital Management

At Pure, we’re committed to our core values— customer-first, persistence, creativity, teamwork, and ownership. Our talented global team lives these core values each day, creating a culture that is agile, nimble, inclusive and collaborative in an environment where everyone can thrive. Our workforce planning ensures that we are hiring and onboarding talent at the right speed and in alignment with our strategy and company priorities. In fiscal 2025, we grew headcount by approximately 6.5%, predominantly to advance our innovation, customer experience, and sales coverage. We continued to invest in our major R&D centers, including continued investments in Prague, Czech Republic, and Bangalore, India which help power innovation across our product portfolio.

Our Talent Management strategy focuses on an integrated talent management ecosystem from onboarding to advancing our workforce, which encompasses a culture of continuous feedback and performance differentiation, individual career and development planning, and stretch job assignments. Pure considers the health, safety and well-being of our employees and contingent workers to be paramount. For example, we offer Purely You, focusing on mental health management, work-life balance, financial and family care. We also have a corporate incident response policy to ensure a globally consistent approach to when and how we respond to a corporate incident.

Attracting, Developing and Retaining Talent

We strive to create a respectful, inclusive work environment that includes training and development programs so our global employees can further their career goals while in support of our corporate mission. Over the past several years, we have significantly expanded our holistic talent management efforts by designing and implementing globally consistent processes and tools to enable employee development, growth and performance. Our performance management process now includes multiple touchpoints for employees and managers to discuss feedback on performance, career aspirations, development opportunities and align on priorities. Additionally, we ensure people leader training sessions are available prior to key steps in the process to provide guidance and share best practices to give our people leaders confidence. Through this process, nearly 100% of our employees conduct self evaluations and receive performance assessments from their manager. Managers differentiate rewards based on business impact and how our employees model our values.

Responsible Sourcing

Pure is committed to ensuring our employees and suppliers take appropriate measures to respect human rights and help mitigate the risk of human trafficking and slavery within our global supply chain. We will not tolerate forced labor, indentured labor, involuntary/child labor, and human trafficking by any Pure supplier or for any purpose, and have policies and monitoring programs in place. Our Supplier Code of Conduct, which is included in our Master Service Agreements, is based on the Responsible Business Alliance (RBA) Code of Conduct. In fiscal 2025, we made a number of updates to the Code to enhance both our social and environmental expectations. We also have a published Policy on Conflict Minerals. Pure has no indications that any products supplied by Pure contain conflict minerals, and we will continue to monitor our supply chain to honor our commitment and meet applicable laws. In fiscal 2025, we (i) implemented a program and AI-powered platform for Human Rights, Forced Labor and other advanced due diligence monitoring across all of our first tier direct suppliers, as well as key second tier suppliers, (ii) confirmed that all of our contract manufacturing facilities were certified to ISO 9001 and ISO 14001 standards, and (iii) continued to engage our key strategic suppliers on a quarterly basis and review their sustainability scorecard. We also joined the CDP Supply Chain program to further drive climate accountability and transparency across our supplier base.


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Community Engagement

Pure Good Foundation (Pure Good) connects our employees, the company, and Pure Good with nonprofit organizations to create a positive impact in the community, locally and around the world. In fiscal 2025 we launched updated new hire rewards, volunteer rewards, and group volunteer grant programs. We also achieved significant growth in employee Pure Good engagement with 44% of our employees participating in donation and/or volunteer campaigns. We continue to pursue meaningful impact through our strategic grant programs focused on environmental sustainability, workforce development, and basic human needs, including disaster response.

For more information see our ESG report at https://www.purestorage.com/company/sustainability.html.

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Stockholders or interested parties who wish to communicate with our board of directors or with an individual director may do so by mail to our board of directors or the individual director, care of our Secretary at 2555 Augustine Dr., Santa Clara, California 95054. The communication should indicate that it contains a stockholder or interested party communication. Communications addressed to our board or individual members of our board will be screened for appropriateness before forwarding to the director or directors to whom the communication is addressed. Communications that are unrelated to the duties and responsibilities of the board and its committees, such as mass mailings, inquiries regarding routine operational matters, employment inquiries and surveys may not be forwarded. If no particular director is named, appropriate correspondence will be forwarded, depending upon the subject matter, to the Chair of the audit, risk, compensation, or governance committee, as applicable.

BOARD STRUCTURE AND PROCESSES

BOARD LEADERSHIP

Mr. Giancarlo serves as Chairman of our board of directors and Dr. Dietzen serves as Vice Chairman of our board of directors. Our board of directors does not have a lead independent director. Our board of directors believes that the current board leadership structure, with strong internal knowledge and relationships, coupled with an emphasis on board independence, provides effective independent oversight of management while allowing the board and management to benefit from Mr. Giancarlo's extensive executive leadership and operational experience. Independent directors and management sometimes have different yet beneficial perspectives and roles in effective governance and strategy development. Our independent directors bring experience, oversight and expertise from outside of our company, while Mr. Giancarlo brings company-specific experience and expertise.

DIRECTOR INDEPENDENCE

Our common stock is listed on the New York Stock Exchange (NYSE). Under the listing requirements and rules of the NYSE, independent directors must comprise a majority of our board of directors.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that Mses. S. Taylor, R. Taylor and Yen, Dr. Dietzen, and Messrs. Brown, Murphy, Rothschild and Tomb do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. Messrs. Colgrove and Giancarlo are not independent due to their status as our current executive officers.

Accordingly, a majority of our directors are independent, as required under applicable NYSE rules. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence.


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EXECUTIVE SESSIONS OF DIRECTORS

In order to promote open discussion among non-management directors, and as required under applicable NYSE rules, our board of directors has a policy of conducting executive sessions of non-management directors during each regularly scheduled board meeting and at such other times as may be requested by a non-management director. The non-management directors provide feedback to executive management, as needed, promptly after the executive session. Neither Mr. Giancarlo nor Mr. Colgrove participates in such sessions. In addition, we hold executive sessions including only independent directors at least once a year. The presiding director at each executive session is chosen by the directors present at that meeting.

BOARD COMMITTEES

Our board of directors has established an audit committee, compensation committee, risk committee, and governance committee. Our board of directors may establish other committees to facilitate the management of our business. Copies of the charters of each committee are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com. Members serve on these committees until their resignation or until otherwise determined by our board of directors. The composition and functions of each committee are described below.

AUDIT COMMITTEE



MEETINGS IN FY 2025: 8 MEMBERS: Mr. Murphy (Chair) Mr. Tomb Ms. S. Taylor Our board of directors has determined that Mr. Murphy, Mr. Tomb and Ms. S. Taylor are independent under NYSE listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (Exchange Act). Our board of directors has determined that Mr. Murphy and Ms. S. Taylor are each an “audit committee financial expert” within the meaning of SEC regulations. Our board of directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their prior or current employment.						PRIMARY RESPONSIBILITIES: The primary purpose of the audit committee is to discharge the responsibilities of our board of directors with respect to our accounting, financial and other reporting and internal control practices, to oversee our independent registered accounting firm, to monitor financial risks, to oversee our ethics and compliance program and policies, and to oversee environmental reporting and sustainability initiatives. Specific responsibilities of our audit risk committee include: •selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; •helping to ensure the independence and performance of our independent registered public accounting firm; •discussing the scope and results of the audit with our independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; •oversee the internal audit function and its audit plan and charter; •developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; •reviewing related party transactions; •obtaining and reviewing a report by our independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; •approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm; and •reviewing and discussing our programs, policies, and risks related to environmental reporting and sustainability initiatives, including material environmental, social and governance disclosures and published targets.


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COMPENSATION AND TALENT COMMITTEE



MEETINGS IN FY 2025: 6 MEMBERS: Mr. Brown (Chair) Ms. R. Taylor Ms. S. Taylor Our board of directors has determined that Mr. Brown Mses. R. Taylor and S. Taylor are independent under NYSE listing standards and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.						PRIMARY RESPONSIBILITIES: The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors to oversee our compensation policies, practices and programs, to evaluate the performance of our executive officers, to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate, to review executive officer succession planning, and human capital management activities. Specific responsibilities of our compensation committee include: •reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers; •reviewing and recommending to our board of directors the compensation of our directors; •reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers; •administering our stock and equity incentive plans; •selecting independent compensation consultants or other advisers and assessing whether there are any conflicts of interest with any of the committee’s compensation advisers; •reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; •reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy; •reviewing, reporting, and evaluating executive officer succession planning and encouraging executive management development; and •reviewing human capital management activities relating to talent and employee engagement, diversity, inclusion and belonging, and ensuring compensation programs are administered in a non-discriminatory manner. Under its charter, our compensation committee may form, and delegate authority to, subcommittees as appropriate. See the sections titled “Compensation Discussion and Analysis” and “Director Compensation” for a description of our processes and procedures for the consideration and determination of executive and director compensation.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our compensation committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.


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RISK COMMITTEE



MEETINGS IN FY 2025: 4 MEMBERS: Mr. Brown (Chair) Mr. Dietzen Ms. Rothschild						PRIMARY RESPONSIBILITIES: Specific responsibilities of our risk committee include: •overseeing risks relating to company operations, including business continuity; •overseeing our information technology use and data security, including, but not limited to, enterprise cybersecurity, privacy, data collection and protection and compliance with information security and data protection laws; and •monitoring our internal controls and disclosure controls and procedures relating to cybersecurity incidents, and the guidelines, policies, and processes for monitoring and mitigating the foregoing risks.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE



MEETINGS IN FY 2025: 4 MEMBERS: Ms. R. Taylor (Chair) Mr. Dietzen Ms. Yen Each member of our governance committee is independent, is a non-employee director and is free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the board of directors in accordance with the applicable NYSE listing standards.						PRIMARY RESPONSIBILITIES: Specific responsibilities of our governance committee include: •identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors; •evaluating the performance of our board of directors and of individual directors; •considering and making recommendations to our board of directors regarding the composition of the committees of the board of directors; •reviewing developments in corporate governance practices; •evaluating the adequacy of our corporate governance practices and reporting; •developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and •overseeing an annual evaluation of the board of directors’ performance.

CORPORATE GOVERNANCE BEST PRACTICES

We are committed to robust corporate governance practices, as well as the continuous improvement of those practices, in order to maintain and enhance independent oversight and align our governance with our strategic objectives. These practices include the following:



✔We have meaningful stock ownership guidelines. ✔All of our committees are composed entirely of independent directors. ✔Independent directors meet in executive session periodically without management present. ✔8 of 10 directors are independent.			✔Our board of directors is committed to diversity of perspective, experience and backgrounds. 40% of our board is composed of women or members of underrepresented communities. Three of our board members are female, one of whom is Asian. Another board member identifies as LGBTQ+. ✔Our board of directors is committed to periodic renewal and rotation. We appointed two new independent directors during the last four fiscal years, keeping our average board tenure to approx. 7.6 years. ✔We have a clawback policy which allows us to recoup incentive compensation in certain circumstances.


			2025 PROXY STATEMENT			25

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PROPOSAL 1 - ELECTION OF DIRECTORS

BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met 5 times during our last fiscal year. During our last fiscal year, each director attended 75% or more of the aggregate of the meetings of our board of directors and of the committees on which he or she served.

We encourage our directors and nominees for director to attend our annual meeting of stockholders, and all of our directors attended our annual meeting of stockholders in 2024.

BOARD EVALUATIONS AND EDUCATION

Our governance committee oversees the board evaluation process. We conducted a written board evaluation, and our chief administrative and legal officer interviewed our directors and members of the executive team to gather feedback on directors, committees and our board of directors in general. Directors responded to questions designed to elicit information to be used in improving the effectiveness of our board of directors. Our chief administrative and legal officer synthesized the results and comments received during such interviews, presented the findings to our governance committee and our board of directors, and led a discussion about board and committee performance and effectiveness.

We encourage directors to participate in continuing education programs focused on our business and industry, committee roles and responsibilities and legal and ethical responsibilities of directors, and we will reimburse directors for their expenses associated with this participation. We provide a corporate membership to a leading association for corporate directors, as a third-party informational and training resource for our directors relating to governance best practices. We also encourage our directors to attend company events such as our annual company kick-off event and our user conference.

TRANSACTIONS WITH RELATED PERSONS

The following is a summary of transactions since the beginning of our last fiscal year to which we have been a participant, in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. For a description of compensation and equity awards relating to our executive officers and certain members of our board of directors, see the sections titled “Executive Compensation” and “Director Compensation.”

INDEMNIFICATION AGREEMENTS

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provides that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our certificate of incorporation and bylaws also provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board of directors. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.

RELATED-PARTY TRANSACTION POLICY

We have adopted a written policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. No such request has been submitted to our audit committee since the beginning of our last fiscal year. In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.


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PROPOSAL 1 - ELECTION OF DIRECTORS

DIRECTOR COMPENSATION

Our non-employee director compensation program is designed to attract, retain and reward qualified non-employee directors and align the financial interests of these directors with the interests of our stockholders. Pursuant to this program, each member of our board of directors who is not our employee receives cash and equity compensation for board service as described below. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending board of directors and committee meetings.

INPUT

PROPOSAL

PRESENTATION

OUTCOME

Consultant provides input on program design considerations

Consultant proposes alternative program designs for consideration

Consultant presents competitive non-employee director compensation data and analyses

Based on the recommendations of our compensation committee and of the Consultant, our board of directors may approve changes in our director compensation program

Our compensation committee consults annually with its independent compensation consultant (Consultant), to review our director compensation program. As part of that annual review, the Consultant provides input on program design considerations, proposes alternative program designs for consideration, and presents competitive non-employee director compensation analyses and data from our peer group. For fiscal 2025, the Consultant was Meridian, and upon our compensation committee’s recommendation, our board of directors approved slight adjustments to the cash and equity components of our director compensation program.

CASH COMPENSATION

During fiscal 2025, eligible directors were entitled to receive cash compensation, paid quarterly in arrears, as follows:


			Annual Cash Retainer ($)
Annual base retainer			55,000
Additional retainer for audit committee chair			35,000
Additional retainer for audit committee member			12,000
Additional retainer for compensation committee chair			20,000
Additional retainer for compensation committee member			10,000
Additional retainer for governance committee chair			15,000
Additional retainer for governance committee member			5,000
Additional retainer for risk committee chair			20,000
Additional retainer for risk committee member			10,000

EQUITY COMPENSATION

During fiscal 2025, eligible directors received a restricted stock unit (RSU) award for a number of shares equal to $250,000, determined on the basis of the prior 30-trading day average of the NYSE closing price of our common stock ending on the day before the date of our annual stockholder meeting in June 2024, to vest fully on the one-year anniversary of the date of grant. A director will vest in a prorated portion of the award if he or she resigns in advance of the vesting date. Additionally, new non-employee directors will receive an RSU award for a number of shares equal to $600,000, determined on the basis of the prior 30-trading day average of the NYSE closing price of our common stock ending on the day before the effective date of such appointment or election. The new non-employee director vests as to 25% of the shares subject to the award on the first anniversary of the grant date and the remaining 75% of the shares subject to the award in 12 substantially equal quarterly installments thereafter. In the event of a change of control of the company, the directors’ awards would immediately vest in full.


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PROPOSAL 1 - ELECTION OF DIRECTORS

FISCAL 2025 DIRECTOR COMPENSATION TABLE

The following table provides information regarding the total compensation paid to our non-employee directors in fiscal 2025. The table excludes Messrs. Colgrove and Giancarlo, who are also our executive officers and did not receive any compensation in their roles as directors in fiscal 2025.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Andrew Brown	93,000	285,487	378,487
Scott Dietzen	66,250	285,487	351,737
John Murphy	90,000	285,487	375,487
Jeff Rothschild	63,750	285,487	349,237
Roxanne Taylor	80,000	285,487	365,487
Susan Taylor	77,000	285,487	362,487
Greg Tomb	66,500	285,487	351,987
Mallun Yen	60,000	285,487	345,487

(1)Pursuant to our director compensation program, in June 2024, each of our non-employee directors received an RSU award for 4,268 shares of our common stock that will vest in full on the one year anniversary of the date of grant. The amount shown in this column does not reflect the dollar amount actually received by the director. Instead, this amount reflects the aggregate grant date fair value of this award, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, as filed with the SEC on March 27, 2025.

As of February 2, 2025, each individual who served as a non-employee director during fiscal 2025 held the following aggregate number of shares subject to outstanding RSU awards.


Name			Aggregate Number of Unvested RSUs as of February 2, 2025
Andrew Brown			4,268
Scott Dietzen			4,268
John Murphy			9,651
Jeff Rothschild			4,268
Roxanne Taylor			4,268
Susan Taylor			4,268
Greg Tomb			4,268
Mallun Yen			9,366


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PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our board of directors recommends a vote FOR the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2026.

Our board of directors has selected Deloitte & Touche LLP (Deloitte & Touche) as our independent registered public accounting firm for the fiscal year ending February 1, 2026 and has further directed that management submit this selection for ratification by the stockholders. Deloitte & Touche has served as our independent registered public accounting firm for the past twelve fiscal years. Representatives of Deloitte & Touche are expected to be present during the meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Our board of directors is submitting this selection as a matter of good corporate governance and because we value our stockholders’ views on our independent registered public accounting firm. Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of our independent registered public accounting firm. If the stockholders fail to ratify this selection, our board of directors will reconsider whether or not to retain that firm. Even if the selection is ratified, our board of directors may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the company and its stockholders.

VOTE REQUIRED

An affirmative vote from the holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to ratify the selection of Deloitte & Touche.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table provides the aggregate fees for services provided by Deloitte & Touche for the fiscal years ended February 4, 2024 and February 2, 2025.


	Fiscal Year Ended
	February 4, 2024 ($)	February 2, 2025 ($)
Audit fees(1)	3,082,500	3,221,850
Tax fees(2)	1,184,055	1,212,084
All other fees (3)	—	1,895
Total fees	4,266,555	4,435,829

(1)Consists of fees for professional services rendered in connection with the audit of our consolidated financial statements, including audited financial statements and internal control over financial reporting presented in our Annual Report on Form 10-K, review of the interim consolidated financial statements included in our quarterly reports, and services normally provided in connection with regulatory filings. Fees for the fiscal year ended February 4, 2024 have been adjusted to exclude $25,950 in estimated fees, which were previously included.

(2)Consists of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance. Fees for the fiscal year ended February 4, 2024 have been adjusted to include $5,126 in fees paid to Deloitte & Touche affiliates, which were previously omitted.

(3)Consists of fees related to a research tool subscription.


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PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PRE-APPROVAL POLICIES AND PROCEDURES

Consistent with the requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, the audit committee has the responsibility for appointing, setting compensation, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the audit committee has a practice of, and has adopted a policy and procedures for, the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche. The audit committee generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.

All of the services provided by Deloitte & Touche for our fiscal years ended February 2, 2025 and February 4, 2024, as described in the “Principal Accountant Fees and Services” table, were pre-approved by the audit committee or our board of directors. Our audit committee has determined that the rendering of services other than audit services by Deloitte & Touche is compatible with maintaining the principal accountant’s independence.

AUDIT COMMITTEE REPORT

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended February 2, 2025 with the management of Pure. The audit committee has discussed with its independent registered public accounting firm, Deloitte & Touche, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB). The audit committee has also received the written disclosures and the letter from its independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in Pure's Annual Report on Form 10-K for the fiscal year ended February 2, 2025.

Audit Committee

JOHN MURPHY (chair)

SUSAN TAYLOR

GREG TOMB

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act of 1933, as amended (Securities Act) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.


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PROPOSAL 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Our board of directors recommends a vote FOR the approval of the compensation of our named executive officers as described in this proxy statement.

We are seeking approval, on an advisory basis, of the compensation of our named executive officers for the fiscal year ended February 2, 2025, as described in this proxy statement below in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation.” This vote is not intended to address any specific item of compensation and is rather intended to address the overall compensation of our named executive officers and the policies and practices as described in this proxy statement.

Our compensation programs are overseen by our compensation committee and reflect our general compensation philosophy for all employees, including our executive officers. Our executive compensation program is designed to attract, reward and retain highly qualified executives and motivate them to pursue our corporate objectives while encouraging the creation of long-term value for our stockholders. We evaluate and reward our executive officers through compensation intended to motivate them to identify and capitalize on opportunities to grow our business and maximize stockholder value over time.

We strive to provide an executive compensation program that is market competitive and is designed to provide both a foundation of fixed compensation (base salary) and a significant portion of performance-based compensation (short-term and long-term incentives) that are intended to align the interests of our executive officers with those of our stockholders. Our compensation committee maintains an executive compensation program designed to incentivize revenue growth, profitability, customer satisfaction, and growth in subscription services revenue, as well as to enhance management's long-term focus through multi-year performance awards and stock-based compensation, while not encouraging unnecessary or excessive risk taking. We believe this program drives alignment with long-term value creation for stockholders.

This vote is advisory and therefore not binding on the company or on our board of directors. Our board of directors and its committees value the opinions of our stockholders and to the extent there is any significant vote against the executive compensation described in this proxy statement, our compensation committee will consider the impact of such vote on our compensation policies and decisions. Our stockholders have previously recommended, and our board of directors has approved, a frequency of each year for advisory votes on executive compensation. Accordingly, the next scheduled Say-on-Pay vote will be at our 2026 Annual Meeting of Stockholders.

VOTE REQUIRED

An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to approve the compensation of our named executive officers for the fiscal year ended February 2, 2025.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the compensation committee recommended to the Pure board of directors that the section titled "Compensation Discussion and Analysis" be incorporated by reference in Pure's Annual Report on Form 10-K for fiscal 2025 and included in this proxy statement.

Compensation and Talent Committee

ANDREW BROWN (chair)

ROXANNE TAYLOR

SUSAN TAYLOR

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.


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PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

OUR EXECUTIVE OFFICERS

The biographical information for Messrs. Giancarlo and Colgrove is as set forth above in the section titled “Election of Directors.” The following is the biographical information for our other named executive officers, as of the date of this proxy statement:


			KEVAN KRYSLER Chief Financial Officer Age: 54


Kevan Krysler has served as our Chief Financial Officer since December 2019. Previously, Mr. Krysler worked at VMware, Inc., a provider of information infrastructure technology and solutions, from August 2013 to December 2019, and most recently served as Senior Vice President, Finance, and Chief Accounting Officer. Prior to VMware, Inc., Mr. Krysler was a partner with KPMG, an accounting firm, where he served both multinational and emerging software and technology companies. Mr. Krysler received bachelor degrees in Accountancy and Business Administration from the University of Oklahoma.


			AJAY SINGH Chief Product Officer Age: 67


Ajay Singh has served as our Chief Product Officer since January 2021. Previously, Mr. Singh worked at VMware from May 2015 to January 2021, most recently as the Senior Vice President – General Manager of the Cloud Management Business Unit. Mr. Singh received a Bachelor of Technology degree in Electrical Engineering from the Indian Institute of Technology, Kanpur, an M.S. Electrical Engineering (Computer Engineering) from Carnegie-Mellon University and an M.B.A. from Stanford University Graduate School of Business.


			DAN FITZSIMONS Chief Revenue Officer Age: 58


Dan FitzSimons has served as our Chief Revenue Officer since November 2021. Previously, Mr. FitzSimons served in various sales leadership roles at Pure from May 2015 to November 2021, most recently serving as Pure's Vice President of Americas Sales. Prior to joining Pure, Mr. FitzSimons held sales leadership roles at a number of technology companies, including SOASTA, Limelight Networks, Symantec and Gartner.


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PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides an overview of the material elements of our executive compensation program during fiscal 2025 for our “named executive officers,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this proxy statement. This section discloses our robust engagement with stockholders regarding the results of the prior advisory vote on the compensation of our named executive officers. In addition, this section discusses our executive compensation philosophy, objectives and design; how and why our compensation committee arrived at the specific compensation policies and decisions relating to fiscal 2025; the role of our compensation committee’s compensation consultant; and the compensation peer group used in evaluating our executive compensation program. This section also discusses the compensation-setting process during fiscal 2025 and final payout determinations after the end of fiscal 2025.

EXECUTIVE SUMMARY

For fiscal 2025, our compensation committee approved compensation packages for our executive officers that maintained our robust pay-for-performance philosophy, incentivizing revenue growth balanced with improved profitability. The committee retained a customer satisfaction measure, Net Promoter Score (NPS), which Pure has tracked and published for several years and which it views as critical to Pure’s long term success. The committee also retained a metric relating to the growth in sales of subscription services, which it believes to be a valuable indicator of Pure’s success in growing its recurring revenue streams.

Our compensation committee aimed to tie the majority of our named executive officers’ compensation to these key performance measures, as well as share price through the use of equity awards. Specifically, in addition to a base salary, our named executive officers’ target total direct compensation included annual short-term and long-term incentives that are based on our attainment of key business objectives. For fiscal 2025, our cash bonuses were dependent on revenue, profitability and NPS, as well as individual executive performance.

Our equity compensation continues to be our 100% performance-based equity awards, with few exceptions. Our performance-based equity awards were earned based on a combination of revenue and storage-as-a-service sales. The value of these equity awards depends on Pure's share price and corporate performance relative to pre-established goals.

FISCAL 2025 BUSINESS AND FINANCIAL HIGHLIGHTS

We delivered solid business and financial results in fiscal 2025, growing full year revenue to $3.2 billion and remaining performance obligations (RPO) to $2.6 billion, an increase of 12% and 14% year-over-year, respectively. We achieved positive non-GAAP operating margin of 17.4% and grew subscription services revenue by 22% year-over-year. We did not achieve our the total contract value target (TCV) for sales of our storage-as-a-service offerings, such as our Evergreen//One offering.


REVENUE GROWTH
(in billions)
12% year-over-year growth


NON-GAAP OPERATING PROFIT GROWTH
(in millions)
22% year-over-year growth



✔We maintained a high customer NPS at 81, among the highest in the industry, and added over 1,000 new customers. ✔We grew subscription annual recurring revenue (ARR) to $1.7 billion, up 21% year-over-year. ✔We announced an industry-first design win with Meta, a major hyperscaler, extending our DirectFlash technology into massive scale environments that today are dominated by hard disks, and announced v2.0 of Pure Fusion to enable customers to create their own data cloud environments across their global enterprise. ✔We were again named a leader in the Gartner Magic Quadrants for both Primary Storage and Distributed File Systems & Object Storage.


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PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

NAMED EXECUTIVE OFFICERS DURING FISCAL 2025

Our named executive officers for fiscal 2025 are:

•Charles Giancarlo, our Chairman and Chief Executive Officer (our CEO);

•Kevan Krysler, our Chief Financial Officer;

•John Colgrove, our Chief Visionary Officer and Founder;

•Ajay Singh, our Chief Product Officer; and

•Dan FitzSimons, our Chief Revenue Officer.

FISCAL 2025 EXECUTIVE COMPENSATION HIGHLIGHTS

In fiscal 2025, the key highlights of our executive compensation program included:

UPDATED PEER GROUP

BASE SALARY AND BONUS TARGETS

BONUS BASED ON PERFORMANCE

EQUITY BASED ON PERFORMANCE

We reviewed and updated our compensation peer group to ensure our executive compensation was comparable and competitive relative to similar software-driven technology companies.

We assessed and increased base salaries by an average of 8%.

We aligned bonus targets for our executive officers at 100% of base salary.

We set cash bonus targets based on revenue growth, operating profit and NPS.

We met or exceeded on these corporate metrics. The bonus was earned, with individual performance factors for individual executive officers ranging from 80% to 150%.

We granted equity awards dependent on growth in annual revenue and TCV sales of our storage-as-a-service offerings.

Equity awards were earned at 73% of target, based on mixed results for this combined corporate metric.

Our pay-for-performance utilizes key performance metrics to align our executives' interests with our shareholders in order to drive long-term value creation and encourage execution on our business strategy in a highly dynamic industry. In fiscal 2025, we delivered revenue of $3.2 billion, exceeding our $3.1 billion target, achieved non-GAAP operating profit of $559 million, exceeding our $532 million target, and maintained an industry-leading NPS at 81, among the highest in our industry. We also held each executive officer accountable with individual performance objectives. For the cash bonus program, our executive officers delivered results in fiscal 2025 that met or exceeded the foregoing targets set at the start of the year, and accordingly they generally received actual pay above target pay. For our equity program, we achieved our revenue target but missed the TCV target for our storage-as-a-service offerings, resulting in a 73% payout for the fiscal 2025 performance-based restricted stock unit (PSU) awards.

Our compensation committee monitored the long-term performance-based stock unit awards (5-Year PSU awards), which were granted in a prior year, fiscal 2024. The 5-Year PSU awards were designed to further focus executive officers on building sustained stockholder value over the five-year performance period (fiscal 2024 through fiscal 2028). None of the 5-Year PSU awards have been earned, and the shares will only be earned if the performance metric has been met as of a measurement date in 2026, 2027 or 2028, with no possible vesting until March 2028. See a detailed description as set forth below in the section titled “Long-Term Equity Compensation.”


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PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

STOCKHOLDER ENGAGEMENT DURING FISCAL 2025

At our annual meeting of stockholders held in June 2024, we held a non-binding advisory vote on the compensation of our named executive officers (a Say-on-Pay vote). Our stockholders did not approve the proposal regarding the compensation of our named executive officers, with slightly more than 40% of the votes cast in favor of our fiscal 2024 compensation program.

Our compensation committee considers the results of our annual Say-on-Pay vote and stockholder feedback regarding our executive compensation program gathered throughout the year. We once again undertook engagement efforts to obtain stockholders' views on executive compensation, corporate governance and other matters, and to determine how best to respond to that feedback. We reached out in the summer and fall of 2024. The independent chair of our compensation committee played a key role in leading our outreach efforts, working to understand and respond to stockholder perspectives regarding our executive compensation program.

We were very pleased that stockholders were receptive, and engagement by stockholders more than doubled over prior years, both in terms of the portion of shares represented and in terms of the number of stockholders willing to meet with us.

Total Contacted

We reached out to stockholders representing 67% of our outstanding shares, based on available information, as of March 31, 2024.

Total Engaged

We engaged in discussions with stockholders representing 48% of our outstanding shares, which is all stockholders that indicated a willingness to engage.

Committee Chair Engaged

The chair of our compensation committee participated in discussions with stockholders representing 40% of our outstanding shares.

We heard the following consistent themes during our outreach relating to the Say-on-Pay vote:


THEMES		RESPONSE

Fiscal 2024 equity-related pay was viewed as excessive, due to the combined value associated with the 5-Year PSU awards and modification of the fiscal 2024 PSU awards.	→	Our compensation committee brought fiscal 2025 equity compensation back in line with past practice and peer group benchmarking. The decisions that drove higher equity compensation during fiscal 2024 were not regularly recurring factors.

The progress against the 5-Year PSU awards should be clarified and reported on to stockholders in the proxy statement.	→	We are committed to providing updates on the progress of the 5-Year PSU awards in this proxy statement and through the final performance measurement and vesting dates in 2028.

The modification of the fiscal 2024 PSU awards was seen as a potentially problematic pay decision, raising concerns about pay-for-performance alignment.	→	Our compensation committee acknowledges the need for scrutiny on modifications of performance awards and affirms its commitment to our pay-for-performance philosophy, as demonstrated by the fiscal 2025 program resulting in a 73% payout for the PSU awards.


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PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

While many stockholders expressed an appreciation and understanding for the rationale of one of, or both of, the 5-Year PSU awards and the modification of the fiscal 2024 PSU awards, they could not support the combination of both during a single year. We answered questions about the rigor of the market capitalization metric, which was a formidable objective at the time of the grants, as it required the market capitalization to be increased by roughly three times its value, and more than double the all-time-high stock price, dating back to the company's 2015 IPO, with the vast majority of the value creation going to our stockholders. In general, stockholders agreed with our compensation committee's stated objective of incentivizing: (i) long-term executive performance, and (ii) the development of the company's significant new business opportunity for the large-scale deployment of its flash technology into hyperscaler and AI data centers, which has since been evidenced by a key milestone, the company's industry-first design win with Meta, a major hyperscaler. A few stockholders raised feedback about other discrete aspects of the executive compensation program, though such feedback was limited, without a consistent theme. Such points of feedback were shared with, and considered by, our compensation committee.

DISCUSSION OF OUR EXECUTIVE COMPENSATION PROGRAM

COMPENSATION PHILOSOPHY AND OBJECTIVES

We design our executive compensation program to achieve the following objectives, consistent with our pay-for-performance philosophy:

•attract and retain executive officers of outstanding ability and experience;

•motivate and reward behavior that results in exceeding our corporate performance objectives; and

•ensure that compensation is meaningfully tied to the creation of stockholder value.

We believe that our executive compensation program should include short-term and long-term elements and reward consistent performance that meets or exceeds expectations. We evaluate both performance and compensation to ensure that the compensation provided to our executive officers remains competitive relative to the compensation paid by similar companies operating in the technology industry, in particular comparable software and hardware companies, taking into account the role and performance of the individual executive officer and the performance and strategic objectives of the company.

COMPENSATION DESIGN

The compensation arrangements for our executive officers consist of base salary, annual performance-based cash bonuses, performance-based equity awards, and broad-based employee benefit programs.

Our cash bonuses are funded based on annual corporate performance metrics, and may be increased or decreased based on the individual performance of an executive officer against organization-specific goals during the applicable year. We believe that these cash awards incentivize our executive officers to meet our short-term corporate objectives.

While we offer competitive cash compensation, equity compensation is the primary incentive element of our executive compensation program. We emphasize the use of equity compensation to encourage our executive officers to focus on the growth of our overall enterprise value which in turn creates value for our stockholders. For the last few years, we have used full value performance-based equity awards that may only be earned upon the achievement of company performance objectives. With few exceptions, 100% of the annual equity awards granted to our executive officers are dependent on our corporate performance, and any amount earned upon the achievement of company performance objectives is also subject to time-based vesting requirements. We believe that these equity awards align the interests of our executive officers with our stockholders and drive a longer-term focus through a multi-year vesting schedule.

Our compensation committee reviews our executive compensation program throughout the year. As part of this review process, the committee applies the objectives described above within the context of our overall philosophy while simultaneously considering the compensation levels needed to ensure that our program remains competitive. The committee also evaluates whether we are meeting our retention objectives and the potential impact of replacing key executive officers.


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COMPENSATION-SETTING PROCESS

Our compensation committee is responsible for reviewing, evaluating and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. The committee seeks input and receives recommendations from members of our executive team when discussing the performance and compensation of executive officers and in evaluating the financial and accounting implications of our compensation programs and hiring decisions. The committee is authorized to engage, and has engaged, its own advisor to provide advice on matters related to executive compensation and general compensation programs. For additional information on our compensation committee, see “Board Structure and Process—Board Committees” elsewhere in this proxy statement.

ROLE OF OUR EXECUTIVE OFFICERS

Our CEO assists our compensation committee (other than for his own performance and compensation) in evaluating the performance of our executive officers and makes recommendations to the committee with respect to base salary adjustments, target cash bonus opportunities, actual bonus payments and equity awards for each executive officer. While the committee takes these recommendations into consideration, it exercises its own independent judgment in approving the compensation of our executive officers.

ROLE OF COMPENSATION CONSULTANT

Our compensation committee retained a compensation consultant to provide support and advice regarding our executive compensation program for fiscal 2025. Meridian Compensation Partners (Meridian) continued to be engaged as the committee's independent executive compensation consultant. Meridian reviewed and advised on our compensation philosophy, consulted on compensation trends and regulatory developments, assisted the committee in evaluating and updating the compensation peer group that we use to understand market compensation practices, conducted a compensation risk assessment, and provided compensation data and analysis with respect to compensation decisions during and relating to fiscal 2025. Meridian played a key role in advising on the design and implementation of the long-term performance award program as set forth below in the section titled “Long-Term Equity Compensation.”

In fiscal 2025, Meridian provided services to us relating to our executive and director compensation programs. Meridian maintains internal policies specifically designed to prevent conflicts of interest. The committee assessed the independence of Meridian, taking into account, among other things, the factors set forth in Exchange Act rules and NYSE listing standards and concluded that no conflict of interest has arisen with respect to the work these consultants perform for the committee.

COMPENSATION PEER GROUP

Our compensation committee generally refers to peer group data when reviewing our executive officers’ compensation. This compensation peer group is intended to reflect companies with similar revenues, significant revenue growth, headcount and comparable market capitalization, in the following industries: applications software, systems software, internet services and infrastructure, or technology, storage and peripherals.

In preparation for fiscal 2025, our compensation committee, in consultation with Meridian, evaluated our compensation peer group and made adjustments, removing companies that were deemed less relevant or had been acquired during the previous year and adding other more relevant technology companies of comparable size with which we may compete for talent. The committee generally selected a group of peer companies that, at the time of evaluation, had annual revenue between $750 million and $7 billion, as well as market capitalizations generally between two to ten times annual revenue. The committee generally selected companies with solid annual revenue growth, and it continued to retain some companies with substantially higher market capitalizations, as the committee believed that these companies aligned well with Pure's underlying business fundamentals.

Our compensation peer group for fiscal 2025 consisted of the following companies:



Akamai (AKAM)	Elastic (ESTC)	Logitech (LOGI)	Palo Alto Networks (PANW)
Arista Networks (ANET)	F5 (FFIV)	NetApp (NTAP)	Splunk (SPLK)
Box (BOX)	Guidewire (GWRE)	New Relic (NEWR)
Dropbox (DBX)	Juniper Networks (JNPR)	Nutanix (NTNX)

Our compensation committee considers the compensation levels of the executives at the companies in our compensation peer group to provide general guidance and a reference for market practices, without rigidly setting compensation based on specific percentiles relative to the peer group.


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ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program consists of three principal elements:

•base salary;

•annual performance-based cash bonuses; and

•annual and long-term performance-based equity awards.

The following charts show the pay mix for our CEO and, on average, Messrs. Krysler, Colgrove, Singh and FitzSimons (based on base salary, target cash bonus and the grant date fair value of equity awards at target):


CEO - % OF TOTAL TARGET PAY


6% Base Salary			8% Cash Bonus			86% Equity


AVERAGE OF KRYSLER, COLGROVE, SINGH AND FITZSIMONS - % OF TOTAL TARGET PAY


10% Base Salary			11% Cash Bonus			79% Equity

BASE SALARY

We offer base salaries that are intended to provide a stable level of fixed compensation to our executive officers for performance of their day-to-day responsibilities. Each executive officer’s base salary was first established based on market competitive ranges and as the result of arm’s-length negotiations with each individual at the time of his initial hiring. Base salaries for our executive officers are reviewed annually to determine whether an adjustment is warranted based on factors such as performance, role criticality and scope, market data and internal comparisons.

In February 2024, our compensation committee reviewed and discussed the compensation arrangements for our executive officers and considered compensation data provided by Meridian, as well as observations regarding executive performance and compensation from our CEO. In March 2024, our compensation committee reviewed the base salaries of our executive officers, and after considering its prior review and a competitive market analysis, increased the base salaries of our executive officers, other than Mr. Singh. The increases were aimed to remain competitive with market practices and to align total cash compensation within our executive team and at the companies in our compensation peer group.

The following table sets forth the annual base salaries for our named executive officers for fiscal 2025:


Name	Fiscal 2024 Base Salary ($)	Fiscal 2025 Base Salary ($)	Percentage Increase
Charles Giancarlo	800,000	850,000	6%
Kevan Krysler	500,000	550,000	10%
John Colgrove	475,000	550,000	16%
Ajay Singh	550,000	550,000	0%
Dan FitzSimons	510,000	550,000	8%


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ANNUAL CASH BONUSES

We provide our executive officers the opportunity to earn annual cash bonuses on substantially the same basis as our employees who are eligible under our corporate bonus program. These cash bonuses are intended to encourage the achievement of corporate performance objectives, particularly our financial goals, as well as individual performance factors. The metrics and goals are set annually in connection with our annual business planning cycle, and are directly connected to our business plans and goals, and more specifically to organization-specific goals for each executive officer.

In March 2024, our compensation committee reviewed the target cash bonus opportunities of our executive officers and determined that their target cash bonus opportunities would remain at the same levels, except that Mr. Singh was increased from 80% to 100%, to align total cash compensation within our executive team.

The following table sets forth the annual target cash bonus opportunities (expressed as a percentage of base salary) of our named executive officers for fiscal 2025:


Name	Fiscal 2025 Target Bonus ($)	Bonus Opportunity as a % of Base Salary
Charles Giancarlo	850,000	100%
Kevan Krysler	550,000	100%
John Colgrove	550,000	100%
Ajay Singh	550,000	100%
Dan FitzSimons	550,000	100%

Our compensation committee also met with management and its compensation consultant, and reviewed potential corporate performance metrics relating to fiscal 2025 cash bonuses. The committee decided to continue with the same performance metrics as the prior fiscal year for our fiscal 2025 company-wide cash bonus program, specifically: (i) revenue, (ii) non-GAAP operating profit, and (iii) NPS, which in combination constitute the corporate performance factor.

These metrics were weighted as follows:


Metric	Weighting	Rationale
Revenue	60%	To drive revenue growth
Non-GAAP Operating Profit	25%	To demonstrate operating discipline and leverage
NPS Score	15%	To maintain or improve customer experience

In selecting these metrics, our compensation committee believed that our management would be incentivized to grow the size of Pure's business and take market share, while improving profitability and maintaining Pure’s customer experience, during fiscal 2025.

Our compensation committee set goals for the revenue and profit components:

•Revenue target: $3.128 billion in revenue, or around 10.5% year-over-year growth.

•Profit target: $532 million in non-GAAP operating profit, or around 18% year-over-year growth.

Our compensation committee selected NPS as the best generally-accepted customer satisfaction measure. Our customer-centric business model has been recognized by customers and the industry as a differentiator. We use a third party to conduct an NPS survey of our customers regarding whether they would recommend us to their peers on a 1-10 scale. Our prior audited NPS was 82, among the highest scores benchmarked for B2B companies by our third party vendor. For fiscal 2025, the committee set a target range for funding of the NPS portion that was deemed an appropriate measure of our success in maintaining or improving Pure's customer experience.

For purposes of the cash bonus program, non-GAAP operating profit was defined as GAAP operating income excluding the following: stock-based compensation expense, payments to former shareholders of acquired companies, payroll tax expense related to stock-based activities, amortization of debt issuance costs related to debt, amortization of intangible assets acquired from acquisitions, restructuring costs related to severance and termination benefits, and costs associated with the impairment of certain leased facilities that may not be indicative of our ongoing core business operating results. A reconciliation of this measure to the comparable GAAP financial measure can be found in exhibit 99.1 to the current report on Form 8-K furnished to the SEC on February 26, 2025.


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The cash bonus components were subject to scaled payout ranges as follows:


	Revenue ($M)	Funding			Operating Profit ($M)	Funding			NPS Score	Funding
Maximum	3,468	200	%	Maximum	622	150	%	Maximum	85	150	%
Target	3,128	100	%	Target	532	100	%	Target range	80-82	100	%
	2,968	50	%		442	50	%		78	50	%
Threshold	< 2,968	—	%	Threshold	< 442	—	%	Threshold	< 78	—	%

In addition to the corporate performance factor, specific goals for the individual performance factors were determined by our CEO, or in the case of the CEO, by the committee, and in each case were considered stretch goals. The committee considered the individual performance of each executive officer and determined an individual performance factor based on the individual performance of an executive officer during the year.

During fiscal 2025, the committee met multiple times and monitored company performance and the individual performance of our executive officers. In September 2024, we paid 40% of the target cash bonus opportunity, consistent with the past practice and after determining that the company was on track to reach threshold corporate performance under the program.

REVENUE

NON-GAAP

OPERATING PROFIT

NPS SCORE

$3.17 billion

$559 million

81.0

(funded 112%)

(funded 115%)

(funded 100%)

In March 2025, our compensation committee reviewed our corporate performance for fiscal 2025, which was achieved as follows: (i) full year revenue of $3.168 billion, against a target of $3.128 billion, (ii) full year non-GAAP operating profit of $559 million, against a target of $532 million, and (iii) an audited NPS of 81, against a target range of 80 to 82. Based on this achievement, the committee approved bonus pool funding at 111%. After considering input from the CEO on sales of Pure's storage-as-a-service offerings and management's desire that the corporate performance factor for our executive officers align with that of the ‘on target’ bonus payout for our broad-based group of employee bonus recipients, the committee applied judgement and designated a corporate performance factor of 96% for our executive officers, despite funding at 111%.

Our compensation committee then evaluated the individual performance of our executive officers during fiscal 2025, including against the accomplishment of organizational and leadership goals such as strategic objectives, leadership within the organization, talent acquisition and retention and fiscal management. These goals were focused around Pure's key objectives for fiscal 2025. The following factors specific to each executive officer were considered by the committee:

•Mr. Giancarlo: Successful industry-first design win with Meta, a major hyperscaler, demonstrated strong performance in delivering results that benefited stockholders in terms of stock price gains, leadership in driving the company's strategic vision forward, instrumental in attracting and onboarding key leaders, and consistently influenced key initiatives around innovation, strategy and talent development, solidifying Pure's position as an employer of choice and a market leader.

•Mr. Krysler: Delivery of solid quarterly and year-end financial results, including achievement of increasing operating profit, and execution against a long-term operating model.

•Mr. Colgrove: Achievement and vision continuing to drive Pure's technology advancements and culture of innovation, including the industry-first design win with Meta, a major hyperscaler, and partnership with Messrs. Giancarlo and Singh on driving long-term strategies shaping Pure's future technology roadmap and growth.

•Mr. Singh: Successful development of an advanced, repeatable build and other engineering processes, significantly improving overall engineering productivity, as well as successful delivery of Pure Fusion version 2 to enable customers to create their own data cloud environments, and instrumental to the preparation for the launch of FlashBlade//EXA for next-generation, GPU-intensive workloads.

•Mr. FitzSimons: Sales performance relative to Pure's competitors had positive results, but fell short of company objectives such as the target for sales of our storage-as-a-service offerings.


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Our CEO recommended individual performance factors for each executive officer and provided the committee with the reasoning behind his recommendations. The committee discussed the individual performance factor for each executive officer and, with the CEO absent, for our CEO. After discussion, the committee made determinations relating to each executive officer’s individual performance. The committee evaluated each of our named executive officers individually and ultimately determined the individual performance factor for each of our named executive officers, as set forth in the table below, which was multiplied by the 96% corporate performance factor to calculate the earned bonus amount. The actual bonus amounts below include the partial bonus payout in September 2024, and the remaining amount of the bonus, which was paid in April 2025, after the final reviews described above.

The following table provides information regarding the annual target bonus opportunities, corporate funding, individual performance factor, and the actual cash bonuses earned by our named executive officers for fiscal 2025:


Name	Target Bonus ($)	Corporate Performance Factor	Individual Performance Factor	Actual Bonus Earned ($)
Charles Giancarlo	850,000	96%	130%	1,060,800
Kevan Krysler	550,000	96%	110%	580,800
John Colgrove	550,000	96%	150%	792,000
Ajay Singh	550,000	96%	130%	686,400
Dan FitzSimons	550,000	96%	80%	422,400

ANNUAL EQUITY COMPENSATION

We provide our executive officers the opportunity to earn shares of our common stock through performance-based restricted stock unit (PSU) awards. We believe that strong long-term corporate performance is achieved with a compensation program that encourages a multi-year focus by our executive officers through the use of equity compensation, the value of which depends on the performance of our common stock. For this reason, our long-term incentive compensation to date has largely been provided in the form of PSU awards as the primary form of equity incentive compensation to further align the interests of our executive officers with the interests of our stockholders and to incentivize our executive officers through the appreciation in stock price of our common stock.

The size and form of the equity awards for our executive officers are determined in the discretion of our compensation committee at a level that it believes is competitive with current market conditions (as reflected by data from our compensation peer group), and after taking into consideration each individual executive officer’s role and scope of responsibilities, past performance, current equity holdings and expected future contributions. For the last several years, the committee has largely granted 100% PSU awards to align our executive officers' financial incentives with company performance and the creation of stockholder value.

Consistent with the bonus design process, our compensation committee evaluated the PSU program design for fiscal 2025 at its meeting in February 2024 and finalized the corporate performance metrics for the PSU awards in March 2024, with the grants effective in April 2024. The committee granted PSU awards to our executive officers that were subject to a one-year performance period, with the earned share amount to be adjusted down or up within a range of 0% to 200% of the target share amount based on our achievement of a metric that was a combination of total revenue and 70% of the TCV sales of our storage-as-a-service offerings, such as our Evergreen//One offering (Storage-as-a-service TCV), in fiscal 2025.

In selecting a one-year period, the committee sought to achieve a balance between the desire to incorporate a specific performance-based component in the long-term incentive compensation for our executive officers with the difficulties inherent in establishing long-term performance goals in an uncertain and dynamic environment. The committee carefully considered the implications of using a one-year performance period instead of a longer period for this portion of its long-term incentive compensation, it ultimately determined that any related issues were outweighed by the desire to avoid unintended consequences or limiting Pure’s flexibility as a result of outdated or inapplicable long-term goals in future years.

Consistent with the learnings from the fiscal 2024 awards, the new metric measures both growth in revenue and Storage-as-a-service TCV sales, and the committee believed, based on analysis and sensitivity testing, that the revised fiscal 2025 metric would capture and appropriately incentivize more balanced growth in Pure's business, both its core product sales and its storage-as-a-service sales. TCV sales of our storage-as-a-service offerings is an operating metric, representing the value of orders received during the fiscal year. The earned shares, if any, would be subject to a time-based vesting requirement over a three-year period from March 2024, with 1/3rd vesting in March 2025 and the remainder vesting quarterly thereafter, subject to continued service with us on each vesting date.


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The following table sets forth the PSU awards (at target and maximum) granted to our named executive officers for fiscal 2025:


Name	Target Shares	Maximum Shares
Charles Giancarlo	245,525	491,050
Kevan Krysler	75,546	151,092
John Colgrove	84,990	169,980
Ajay Singh	75,546	151,092
Dan FitzSimons	75,546	151,092

The following table presents potential payout multiples relative to the combined performance metric (total revenue and 70% of Storage-as-a-service TCV), with payouts between the minimum and maximum, to be determined on a linear basis:


	Revenue + Storage-as-a-Service TCV ($M)	Funding
Maximum	3,943	200	%
Target	3,548	100	%
Minimum	< 3,154	—	%

We publicly disclosed our revenue target of $3.1 billion and Storage-as-a-service TCV sales target of $600 million. During fiscal 2025, our compensation committee monitored the combined performance metric for the PSU awards. We reached full year revenue of $3.168 billion, against a target of $3.128 billion, and Storage-as-a-service TCV of $393 million, against a target of $600 million. As such, we achieved our revenue target and did not achieve our Storage-as-a-service TCV sales target. We saw, among other things, extended timelines to close larger Evergreen//One contracts, and a higher conversion of Evergreen//One opportunities to traditional product sales than we expected.

In March 2025, the committee reviewed these financial results and determined achievement of $3.44 billion for the combined metric and, based on this achievement, approved a payout of 73% of the shares subject to the PSU awards. The earned shares started vesting in March 2025, subject to the remaining vesting period.


Name	Target Shares	Payout	Earned Shares
Charles Giancarlo	245,525	73%	179,233
Kevan Krysler	75,546	73%	55,149
John Colgrove	84,990	73%	62,043
Ajay Singh	75,546	73%	55,149
Dan FitzSimons	75,546	73%	55,149

The 73% payout of the fiscal 2025 PSU awards demonstrated our compensation committee's focus on pay-for-performance, and for fiscal 2025, the revised fiscal 2025 metric was deemed to adequately capture the mixed results, including the achievement of the revenue target but the miss of the Storage-as-a-service TCV target.

Time-based RSU Award for CFO

In March 2024, our compensation committee, upon recommendation of the CEO and with input from Meridian, granted Mr. Krysler a time-based RSU award for 37,773 shares, vesting quarterly over a four-year period from March 2024 to March 2028. This award was made in recognition of Mr. Krysler's ongoing contributions and to support continuity in a key leadership role during a period of strategic change. The award reflects our broader approach to retaining and rewarding critical talent, based on role-specific responsibilities, performance, and business needs.

FISCAL 2026 COMPENSATION PROCESS

The impact of risks related to the current market dynamics - in part driven by tariffs and broad geopolitical disruption - on Pure's business and financial results is not yet fully known. Our compensation committee is taking this uncertainty into consideration when making decisions about the fiscal 2026 executive compensation program. The committee continued to assess company and executive performance, and adhered to the principles of stockholder alignment and pay-for-performance, while working to make informed decisions in this fluid environment, based on current and future business conditions. We will communicate any material changes in accordance with applicable disclosure obligations.


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LONG-TERM EQUITY COMPENSATION

In fiscal 2024, we introduced the opportunity for our executive officers to earn shares of our common stock through long-term performance-based stock unit awards (the 5-Year PSU awards). These awards were designed in consultation with Meridian, with a focus on the best interests of stockholders and are intended to be additive to the annual PSU awards. Our compensation committee met numerous times to design the program relating to the 5-Year PSU awards. Further, our board of directors believes that the 5-Year PSU awards will contribute to driving strong, sustained levels of growth in future years, inspiring innovation and resourcefulness by management, and creating a significant incentive to achieve Pure’s strategic priorities over a five-year period, all of which is aligned with strong stockholder value creation.

The following chart summarizes certain key features of the 5-Year PSU awards:



Performance metric						$21.0 billion market capitalization (stock price multiplied by shares outstanding)
Starting metric						$7.5 billion market capitalization, as of the quarter end prior to the grant date
Vesting date						March 20, 2028, if earned
Measurement						33%, 67% or 100% of award is banked if the performance metric is achieved as of the last trading day of fiscal 2026, 2027 and 2028, respectively
Post-vest holding period						1 year post vesting holding requirement, through March 20, 2029
Sharing ratio						~1% to named executive officers, based on the value of the shares divided by incremental market capitalization growth, assuming that the metric is achieved
Status at end of fiscal 2025						No shares have been banked or vested under the 5-Year PSU awards

The first measurement date will be at the end of fiscal 2026, and for reference, the market capitalization metric as of the record date was $13.7 billion, below the $21.0 billion requirement. While the 5-Year PSU awards remain unearned, the committee believes that these awards are working as expected, and have served as an inspiration for our executive officers to continue creating long-term value for stockholders. In particular, the committee is encouraged by management's pursuit of significant new opportunities to lead the large-scale deployment of flash into hyperscaler and AI data centers, which since the grant date has been successfully evidenced by a key milestone, its industry-first design win with Meta, a major hyperscaler, in late fiscal 2025, and the development of FlashBlade//EXA for next-generation, GPU-intensive AI and HPC workloads.

The 5-Year PSU awards also contain provisions for treatment of the award upon an executive officer’s death or disability, or in connection with a change in control.

BENEFITS PROGRAMS

Our employee benefit programs, including our 401(k) plan with a company matching contribution, employee stock purchase plan, and health, and welfare programs, are designed to provide a competitive level of benefits to our employees generally, including our executive officers and their families. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our executive officers are eligible to participate in the same employee benefit plans on the same terms and conditions as all other U.S. full-time employees.

PERQUISITES AND OTHER PERSONAL BENEFITS

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Starting in fiscal 2025 we offered annual executive physical exams to our executive officers up to $7,500 a year. Amounts reimbursed for the executive physical exam are fully taxable to the executive and there is no "gross up" by the company to cover these taxes for the executive. We do not currently provide additional perquisites for our executive officers that are also not available to our employees generally. In the future, we may provide other perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by our compensation committee.

POST-EMPLOYMENT COMPENSATION

Our executive officers and certain other employees are eligible to receive severance payments, equity acceleration and health care benefits in the event of a termination of employment and/or in connection with a change in control of the company. Our compensation committee has determined that these arrangements are both competitively reasonable and necessary to recruit and retain key executives. The material terms of these post-employment payments to our named executive officers are set forth below in the section titled “Employment, Severance and Change in Control Agreements.”


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OTHER COMPENSATION POLICIES

EQUITY AWARDS GRANT POLICY

The grant of equity awards must be approved either by our board of directors or our compensation committee. Our compensation committee has adopted a policy governing equity awards that are granted to our non-executive employees. This policy provides that our CEO may approve awards to non-executive employees within prescribed limits. Generally, equity awards will be effective on the 20th day of the second month of the fiscal quarter. If applicable, the exercise price of all stock options and stock appreciation rights must be equal to or greater than the fair market value of our common stock on the date of grant.

POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION

We do not grant stock options or similar awards as part of our equity compensation programs. If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Class A common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a trading window established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our Class A common stock on the date of grant. During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports.

DERIVATIVES TRADING, PLEDGING AND HEDGING POLICY

Our insider trading policy prohibits our directors, officers, employees and consultants, as well as all family members and other household members of such persons and all companies controlled by such persons, from engaging in trades of our derivatives, short sales, transactions in put or call options, hedging transactions, opening margin accounts, pledging our securities, or other inherently speculative transactions with respect to our equity securities at any time.

COMPENSATION CLAWBACK/RECOUPMENT

Our compensation committee adopted a policy requiring recoupment of any excess incentive compensation paid to our current and former Section 16 officers where the payments were predicated upon the achievement of financial results that were subsequently the subject of a financial restatement (clawback policy). This clawback policy is intended to comply with the NYSE listing standards as required under the final rules adopted by the SEC implementing Section 10D of the Exchange Act. The recovery of such compensation applies regardless of whether a Section 16 officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

STOCK OWNERSHIP GUIDELINES

Our board of directors adopted stock ownership guidelines for our executive officers and non-employee directors. Under these guidelines, each executive officer and director is required to own shares of our common stock with a value equal to:

•5 times annual base salary for our CEO.

•2 times annual base salary for our executive officers, other than our CEO.

•5 times annual base retainer for our non-employee directors.


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In determining ownership levels, credit is provided for shares held outright, shares “beneficially owned,” vested RSUs, and vested shares under any deferred compensation plan, if applicable, but not for unvested RSUs, or vested or unvested stock options. Compliance with these guidelines is required within five years of becoming subject to them. The policy includes procedures for granting exemptions in the case of severe hardship or in the event that the guidelines would prevent a director or officer from complying with a court order or applicable law. At the end of fiscal 2025, all of our executive officers and non-employee directors met, exceeded, or were on track to meet these guidelines based on their current rate of stock accumulations in the time frames set out in the guidelines.

POLICY REGARDING 10b5-1 PLANS FOR DIRECTORS AND EXECUTIVE OFFICERS

Our insider trading policy generally requires that our executive officers and non-employee members of our board of directors may not trade in our equity securities during “blackout” periods and that such individuals must pre-clear trades or adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities which they beneficially own.

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

Our compensation committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the committee’s determination include the following:

•We structure our compensation program to consist of both fixed and variable components. The fixed component of our program (or base salary) is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics;

•We maintain internal controls over the financial reporting, which are designed to prevent this information from being manipulated by any employee, including our executive officers;

•We maintain internal controls over the determination of sales commissions, although we do not cap cash incentive awards for our sales commission plans because we wish to reward our sales force for exceeding their objectives;

•Our employees are required to acknowledge and comply with our code of conduct which covers, among other things, accuracy in keeping financial and business records;

•Our compensation committee approves the overall annual equity pool and the employee equity award guidelines;

•A significant portion of the compensation paid to our executive officers is in the form of equity awards to align their interests with the interests of stockholders; and

•As part of our insider trading policy, we prohibit hedging transactions involving our equity securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.

TAX AND ACCOUNTING CONSIDERATIONS

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Under Section 162(m) (Section 162(m)) of the Internal Revenue Code of 1986, as amended (the Code), compensation paid to any publicly held corporation’s "covered employees" that exceeds $1 million per taxable year for any covered employee is generally non-deductible. In designing our executive compensation program and determining the compensation of our executive officers, our compensation committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. The committee retains the flexibility to provide compensation for our executive officers in a manner consistent with the goals of our compensation program and the best interests of the company and its stockholders, which includes providing for compensation that is not deductible by the company due to the Section 162(m) deduction limit.

NO TAX REIMBURSEMENT OF PARACHUTE PAYMENTS AND DEFERRED COMPENSATION

We have not provided any executive officer with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during fiscal 2025, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.


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PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

ACCOUNTING TREATMENT

We account for stock-based compensation in accordance with the provisions of FASB ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and full-value equity awards, over the period during which the award recipient is required to perform services in exchange for the award (for executive officers, generally the three-year or four-year performance and/or vesting period of the award). Compensation expense for shares acquired through our ESPP is recognized over the offering period. We estimate the fair value of stock options and shares acquired through our ESPP using the Black-Scholes option pricing model. This calculation is performed for accounting purposes and reported in the compensation tables below. The fair value of the 5-Year PSU awards is calculated using a Monte Carlo simulation model that takes into account similar input assumptions as the Black-Scholes option pricing model as well as the possibility that the market condition may not be satisfied and a post-vest holding period discount. The total stock-based compensation expense for the 5-Year PSU awards is being recognized over the requisite service period of nearly five years. Assumptions used in the calculation of the compensation expense for the 5-Year PSU awards are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, as filed with the SEC on March 27, 2025.


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SUMMARY COMPENSATION TABLE FOR FISCAL 2025

The following table presents all of the compensation awarded to, or earned by, our named executive officers during fiscal 2025 and, if applicable, the prior two fiscal years.


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Non–Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Charles Giancarlo Chief Executive Officer	2025	841,667	—	12,143,667	1,060,800	8,472	14,054,606
	2024	800,000	—	35,023,555	820,800	5,693	36,650,048
	2023	791,667	—	9,469,212	1,000,000	23,244	11,284,123
Kevan Krysler Chief Financial Officer	2025	541,667	—	5,604,758	580,800	7,091	6,734,316
	2024	500,000	—	12,258,207	494,000	5,958	13,258,165
	2023	497,917	—	3,314,240	750,000	6,096	4,568,253
John Colgrove Chief Visionary Officer	2025	537,500	—	4,203,605	792,000	9,224	5,542,329
	2024	475,000	—	12,258,207	722,000	6,116	13,461,323
	2023	472,917	—	3,314,240	712,500	11,074	4,510,731
Ajay Singh Chief Products Officer	2025	550,000	—	3,736,505	686,400	8,260	4,981,165
	2024	550,000	—	12,258,207	585,200	5,628	13,399,035
	2023	550,000	—	3,314,240	660,000	5,871	4,530,111
Dan FitzSimons Chief Revenue Officer	2025	543,333	—	3,736,505	422,400	7,263	4,709,501
	2024	510,000	—	12,258,207	503,880	5,669	13,277,756
	2023	509,167	—	2,840,764	637,500	32,501	4,019,932

(1)The amounts shown in this column do not reflect the dollar amount actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of the stock awards granted to our named executive officers, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, filed with the SEC on March 27, 2025. The amounts for PSU awards are based on the aggregate fair value as of the grant date for PSU awards for each year, reported at 100% target achievement. For fiscal 2024, the amounts also include (i) the incremental fair value of the modification for the PSU awards for fiscal 2024, and (ii) the aggregate fair value as of the grant date for 5-Year PSU awards granted in fiscal 2024. With respect to (i), these amounts represent the accounting cost of the modification in the first quarter of fiscal 2025, which we have accounted for as a Type III modification under ASC 718 and have included in the fiscal 2024 amounts because we believe it is appropriate to describe and report the modification in the fiscal year for which the PSU award's performance was conditioned and earned. With respect to (ii), the grant date fair values of the 5-Year PSU awards were calculated based on the application of a Monte Carlo simulation model, and are reported at 100% target achievement, which are also the maximum grant date fair values of the 5-Year PSU awards. See “Compensation Discussion and Analysis” above for the share amounts actually earned for fiscal 2025. Assuming the highest level of the performance conditions is achieved, the value of the fiscal 2025 PSU awards in the “Stock Awards” column would be as follows: Mr. Giancarlo, $24,287,333; Mr. Krysler, $7,473,010; Mr. Colgrove, $8,407,211; Mr. Singh, $7,473,010 and Mr. FitzSimons, $7,473,010.

The following table summarizes the elements included in the "Stock Awards" column for fiscal 2024:


Name	Aggregate Grant Date Value of the PSU Awards ($)	Aggregate Incremental Fair Value of the PSU Award Modifications ($)	Aggregate Grant Date Value of the 5-Year PSU awards ($)	Total Stock Awards for Fiscal 2024 ($)
Charles Giancarlo	9,669,313	11,068,725	14,285,517	35,023,555
Kevan Krysler	3,384,255	3,874,023	4,999,929	12,258,207
John Colgrove	3,384,255	3,874,023	4,999,929	12,258,207
Ajay Singh	3,384,255	3,874,023	4,999,929	12,258,207
Dan FitzSimons	3,384,255	3,874,023	4,999,929	12,258,207


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(2)The amounts shown in this column represent bonuses earned by our named executive officers under our cash bonus program for employees for the stated fiscal years.

(3)The amounts shown in this column for fiscal 2025 represent company contributions that we made on behalf of the named executive officers under Pure's 401(k) plan, tax gross ups for cost for guests to participate in certain corporate events, and life insurance premiums. In addition, the amount for Mr. Colgrove includes a tax gross up on patent award program amounts.

GRANTS OF PLAN–BASED AWARDS TABLE IN FISCAL 2025

The following table presents information regarding each grant of a cash or equity award made during fiscal 2025. This information supplements the information about these awards set forth in the “Summary Compensation Table” above.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards; Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards ($)(2)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Charles Giancarlo	3/20/2024	—	850,000	—	—	—	—	—	—
	4/20/2024 (3)	—	—	—	—	245,525	491,050	—	12,143,667
Kevan Krysler	3/20/2024	—	550,000	—	—	—	—	—	—
	4/20/2024 (3)	—	—	—	—	75,546	151,092	—	3,736,505
	4/20/2024 (4)	—	—	—	—	—	—	37,773	1,868,253
John Colgrove	3/20/2024	—	550,000	—	—	—	—	—	—
	4/20/2024 (3)	—	—	—	—	84,990	169,980	—	4,203,605
Ajay Singh	3/20/2024	—	550,000	—	—	—	—	—	—
	4/20/2024 (3)	—	—	—	—	75,546	151,092	—	3,736,505
Dan FitzSimons	3/20/2024	—	550,000	—	—	—	—	—	—
	4/20/2024 (3)	—	—	—	—	75,546	151,092	—	3,736,505

(1)The target bonus amounts for fiscal 2025 were established by our compensation committee in March 2024. For further information regarding the fiscal 2025 target cash bonuses, please see the “Compensation Discussion and Analysis-Cash Bonuses” above, with the actual amounts earned and paid as set forth in the “Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.”

(2)The amounts shown in this column do not reflect the dollar amount actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of the stock awards granted to our named executive officers, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements in our Annual Report on Form 10-K, filed with the SEC on March 27, 2025.

(3)This performance-based stock award may be earned from 0% to 200% based on the achievement of a combined metric based on total revenue and 70% of our Storage-as-a-service TCV for fiscal 2025, which was established by our compensation committee in March 2024. Once earned, this award continued to be subject to time-based vesting, with 1/3rd of the earned shares vesting on March 20, 2025 and the remaining earned shares vesting quarterly over the following two years. See “Compensation Discussion and Analysis” above for the share amounts actually earned in fiscal 2025.

(4)The amount reported represents the number of RSUs issued to Mr. Krysler in fiscal 2025.


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OUTSTANDING EQUITY AWARDS AS OF FEBRUARY 2, 2025

The following table presents information regarding outstanding equity awards held by our named executive officers as of February 2, 2025.


	Option Awards				Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Charles Giancarlo	500,000	—	12.84	8/22/2027	—		—	—		—
	500,000	—	17.00	8/22/2027	—		—	—		—
	—	—	—	—	37,988	(3)	2,575,207	—		—
	—	—	—	—	135,083	(4)	9,157,277	—		—
	—	—	—	—	—		—	813,526	(8)	55,148,928
					—		—	245,525	(9)	16,644,140
Kevan Krysler	—	—	—	—	13,297	(3)	901,404	—		—
	—	—	—	—	47,279	(4)	3,205,043	—		—
	—	—	—	—	—		—	284,734	(8)	19,302,118
	—	—	—	—	—		—	75,546	(9)	5,121,263
					30,692	(5)	2,080,611	—		—
John Colgrove	125,000	—	17.00	9/23/2025	13,297	(3)	901,404	—		—
	83,333	—	17.00	9/23/2025	47,279	(4)	3,205,043	—		—
	—	—	—	—	—		—	284,734	(8)	19,302,118
	—	—	—	—	—		—	84,990	(9)	5,761,472
Ajay Singh	—	—	—	—	17,581	(6)	1,191,816	—		—
	—	—	—	—	13,297	(3)	901,404	—		—
	—	—	—	—	47,279	(4)	3,205,043	—		—
	—	—	—	—	—		—	284,734	(8)	19,302,118
	—	—	—	—	—		—	75,546	(9)	5,121,263
Dan FitzSimons	—	—	—	—	3,139	(7)	212,793	—		—
	—	—	—	—	11,398	(3)	772,670	—		—
	—	—	—	—	47,279	(4)	3,205,043	—		—
	—	—	—	—	—		—	284,734	(8)	19,302,118
	—	—	—	—	—		—	75,546	(9)	5,121,263

(1)Continued vesting on all awards is subject to the individual's continuous service. Further, the unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination, as described in the section titled “Employment, Severance and Change in Control Agreements.” All awards were granted under our 2015 Equity Incentive Plan.

(2)Based on $67.79, which was the closing price of our common stock on NYSE on January 31, 2025 (the last trading day of our fiscal year).

(3)These RSUs vested as to 33% on March 20, 2023, with the remaining vesting quarterly in equal installments over the next two years.

(4)These RSUs vested as to 33% on March 20, 2024, with the remaining vesting quarterly in equal installments thereafter over the next two years.

(5)These RSUs vested, and continue to vest, in equal quarterly installments over a four year period that commenced on April 20, 2024.


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(6)These RSUs vested as to 25% on March 20, 2022 with the remaining vesting quarterly in equal installments thereafter over the next three years.

(7)These RSUs vested, and continue to vest, in equal quarterly installments over a four year period that commenced on March 20, 2021.

(8)Amount represents the target shares for the 5-Year PSU awards granted in fiscal 2024. The 5-Year PSU awards are subject to both market and service conditions. The number of shares vested under the 5-Year PSU award will be contingent upon our market capitalization meeting or exceeding $21 billion, measured as of the end of our fiscal years ending in 2026, 2027 or 2028, subject to the holder's continuous service through March 20, 2028.

(9)Amounts in this column represent the target shares for PSU awards granted in fiscal 2025. In March 2025, the compensation committee determined the actual number of earned shares, based on our fiscal 2025 performance, as follows: Mr. Giancarlo, 179,233 shares; Mr. Krysler, 55,149 shares; Mr. Colgrove, 62,043 shares; Mr. Singh, 55,149 shares; and Mr. FitzSimons, 55,149 shares. One-third of the earned shares vested on March 20, 2025, with the remainder vesting quarterly in equal installments over the next two years.

STOCK AWARDS VESTED IN FISCAL 2025

The following table summarizes the shares of common stock that were acquired by our named executive officers upon the vesting of stock awards during fiscal 2025.


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Charles Giancarlo	391,298	21,936,575
Kevan Krysler	144,037	8,105,333
John Colgrove	136,959	7,677,920
Ajay Singh	206,024	11,706,947
Dan FitzSimons	142,213	7,982,016

(1)The value realized on vesting is calculated by multiplying the number of shares vesting by the closing market price of our common stock on the vesting date.

NONQUALIFIED DEFERRED COMPENSATION

The following table shows executive contributions, earnings and account balances at the end of fiscal 2025 for each named executive officer participating in Pure's Deferred Compensation Plan.(1)


Name	Executive Contributions in Last FY ($)(2)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)(3)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
Charles Giancarlo	—	—	—	—	—
Kevan Krysler	126,527	—	4,253	—	130,780
John Colgrove	—	—	—	—	—
Ajay Singh	947,320	—	195,368	—	1,802,600
Dan FitzSimons	—	—	—	—	—

(1)In January 2023, our compensation committee adopted the Deferred Compensation Plan (the DCP), a non-qualified deferred compensation plan established in compliance with Section 409A of the Code. U.S. employees of Pure at the Vice President level and above, including our executive officers, are eligible to participate in the Plan. The DCP allows eligible participants to defer a portion of cash compensation derived from base salary, commissions and certain bonus awards. Deferred compensation will be paid on the date or dates selected by the participant at the time of enrollment or any amendment of that election made in compliance with the requirements of Section 409A of the Code.

(2)The executive contributions listed in this column are reported as compensation in the "salary" and "non-equity incentive plan compensation" columns of the Summary Compensation Table for the fiscal 2025 year.

(3)The amounts reported in this column reflect notional earnings and losses based on investment of funds held in the participant's account that are made at the participant's direction. Investment vehicles available mirror those offered through our 401(k) Plan. Participants are not permitted to invest in Pure common stock through the DCP. Deferred compensation will be paid on the date or dates selected by the Participant at the time of enrollment or any amendment of that election made in compliance with the requirements of section 409A of the Code. The Company has not included any portion of the earnings listed in this column as compensation in the Summary Compensation Table.


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EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL AGREEMENTS

OFFER LETTERS

We have employment offer letters with each of our named executive officers, other than Messrs. Colgrove and FitzSimons. The offer letters generally provide for “at-will” employment and set forth the named executive officer’s initial base salary, initial target cash bonus opportunity, initial equity grant amount, eligibility for employee benefits and in some cases severance payments and benefits upon a qualifying termination of employment. In addition, each of our named executive officers has executed our standard proprietary information and inventions agreement. The key terms of employment with our named executive officers are described below. Please see “Outstanding Equity Awards as of February 2, 2025” above for a presentation of equity awards held by our named executive officers.

CHARLES GIANCARLO

In August 2017, we entered into an offer letter agreement with Mr. Giancarlo, our Chairman and CEO. Mr. Giancarlo’s current annual base salary is $850,000, and he is eligible to earn a bonus with an annual target of 100% of his annual base salary to be paid in semi-annual installments based on the achievement of performance objectives, as determined by our compensation committee.

If Mr. Giancarlo is terminated without cause (as defined in his offer letter) or Mr. Giancarlo resigns for good reason (as defined in his offer letter), Mr. Giancarlo will be eligible to receive (i) continuation of his base salary for a period of 12 months following his termination and (ii) reimbursement of COBRA payments for a period of 18 months following his termination (or if earlier upon him obtaining health care coverage from another source). If Mr. Giancarlo is terminated without cause or Mr. Giancarlo resigns for good reason during the period beginning three months prior to a change in control (as defined in his offer letter) and ending 12 months following the closing of such change in control, then, in lieu of the foregoing severance payments and benefits, he will be eligible to receive (i) an amount of cash severance equal to 12 months of his base salary plus his then target annual bonus amount, paid in a single lump sum on the 60th day following his termination, (ii) reimbursement of COBRA payments for a period of 18 months following his termination (or if earlier upon him obtaining health care coverage from another source) and (ii) the accelerated vesting of all of his unvested equity awards in full. Mr. Giancarlo must sign a release of claims agreement in favor of the company as a precondition of receiving these severance payments and benefits.

KEVAN KRYSLER

Mr. Krysler’s current base salary is $550,000, and he is eligible to earn a bonus with an annual target of 100% of his annual base salary to be paid in semi-annual installments based on the achievement of performance objectives, as determined by our compensation committee.

JOHN COLGROVE

Mr. Colgrove’s current annual base salary is $550,000, and he is eligible to earn a bonus with an annual target of 100% of his annual base salary to be paid in semi-annual installments based on the achievement of performance objectives, as determined by our compensation committee.

AJAY SINGH

Mr. Singh’s current base salary is $550,000, and he is eligible to earn a bonus with an annual target of 100% of his annual base salary to be paid in semi-annual installments based on the achievement of performance objectives, as determined by our compensation committee.

DAN FITZSIMONS

Mr. FitzSimons’ current base salary is $550,000, and he is eligible to earn a bonus with an annual target of 100% of his annual base salary to be paid in semi-annual installments based on the achievement of performance objectives, as determined by our compensation committee.


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CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN

We have adopted a Change in Control and Severance Benefit Plan (Severance Plan). Employees with the title of vice president or above, including each of our named executive officers, are eligible participants under the Severance Plan. Under the Severance Plan, any named executive officer who suffers an involuntary termination of employment within the period starting three months prior to a change in control of the company and ending on the 12-month anniversary of the change in control, will receive (i) a lump sum cash payment equal to (a) 12 months of the then-current base salary for all named executive officers, other than our CEO, or (b) 18 months of the then-current base salary for our CEO, (ii) a lump sum cash payment equal to 12 months of the participant’s then-current annual target bonus, (iii) up to (a) 12 months of company-paid health insurance coverage for all named executive officers, other than our CEO, or (b) 18 months of company-paid health insurance coverage for our CEO, and (iv) accelerated vesting of 100% of the shares subject to each time-based vesting equity award held by such participant. The acceleration of outstanding performance-based awards will be based on the number of shares subject to the award as if the applicable performance criteria had been attained at 100% of target and the acceleration of performance-based awards granted after the effective date to be governed by the applicable award agreement. The potential acceleration of outstanding 5-Year PSU awards will be calculated as described below in the section titled "Potential Acceleration of 5-Year PSU awards."

Under the Severance Plan, upon a named executive officer's termination without cause or a resignation for good reason, such officer will receive (i) a lump sum cash payment equal to (a) 6 months of the then-current base salary for all named executive officers, other than our CEO, or (b) 12 months of the then-current base salary for our CEO and (ii) up to (a) 6 months of company-paid health insurance coverage for all named executive officers, other than our CEO, or (b) 18 months of company-paid health insurance coverage for our CEO.

All payments and benefits made under the Severance Plan are subject to a “best after tax” provision in case they would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the Code. The tables below do not apply potential reductions due to the “best after tax” provision, if any. If an employee is an eligible participant and otherwise eligible to receive severance payments and benefits under the Severance Plan that are of the same category and would otherwise duplicate the payments and benefits available under the terms of any other agreement the participant has with us, the participant will receive severance payments and benefits under such other agreement in lieu of any Severance Plan benefits to the extent such benefits are duplicative, and severance payments and benefits will be provided under the Severance Plan only to the extent, if any, that Severance Plan benefits are not duplicative benefits.

ACCELERATION UPON DEATH

In the event of the death of an employee while in a service relationship with us, all equity awards held by the employee would vest in full. Pursuant to such award terms, each of Messrs. Giancarlo, Krysler, Colgrove, Singh and FitzSimons would receive full acceleration of any time-based equity awards in the event of their death as of February 2, 2025, for an aggregate value of $28,376,623, $11,308,321, $9,867,919, $10,419,526, and $9,311,770 respectively, based on the closing market price of our common stock on January 31, 2025 (the last trading day of our fiscal year), which was $67.79 per share, and assuming full vesting of the performance-based awards based on the number of shares subject to the award as if the applicable performance criteria had been attained at 100% of target. In addition, the 5-Year PSU awards would vest as described below in the section titled "Potential Acceleration of 5-Year PSU awards."

POTENTIAL ACCELERATION OF 5-YEAR PSU AWARDS

In the event of a change of control closing at any time prior to March 20, 2028, the number of shares earned under the 5-Year PSU awards will be equal to 100%, if Pure's market capitalization meets or exceeds $21 billion, in connection with a change of control, or to 33% or 66% if Pure's market capitalization has previously met or exceeded $21 billion as of the end of fiscal 2026 or 2027, respectively. The earned shares will vest in full on the earlier of: (i) March 20, 2028, and (ii) 12 months following the closing of a change of control, subject to the executive's continuous service through such date.

In the event of the death or disability of an executive officer at any time prior to March 20, 2028, the number of shares earned under the 5-Year PSU awards will be equal to 100%, if Pure's market capitalization meets or exceeds the $21 billion as of a measurement date immediately prior to the executive officer's death or the determination of a disability, or to 33% or 66% if Pure's market capitalization has previously met or exceeded $21 billion as of the end of fiscal 2026 or 2027, respectively, in each case, prorated by the number of whole months from March 20, 2023 through the date of the executive's death or the determination of disability, divided by 60 months.


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POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION

The following table provides an estimate of the value of the payments and benefits due to each of our named executive officers assuming a termination of employment without cause or if he had terminated his employment for good reason, effective as of February 2, 2025, other than in connection with a change of control of the company, under the Severance Plan. The actual amounts to be paid can only be determined at the time of any such event.


Name	Cash Payment ($)(1)	Benefit Continuation ($)	Total ($)
Charles Giancarlo	850,000	59,095	909,095
Kevan Krysler	275,000	17,039	292,039
John Colgrove	275,000	16,823	291,823
Ajay Singh	275,000	15,632	290,632
Dan FitzSimons	275,000	16,823	291,823

(1)Reflects a cash payment (i) to Mr. Giancarlo equal to 12 months of his then-current base salary and 18 months of company-paid health insurance coverage, and (ii) to each of the other executive officers equal to six months of their then-current base salary and six months of company-paid health insurance coverage.

POTENTIAL PAYMENTS UPON TERMINATION OR RESIGNATION IN CONNECTION WITH A CHANGE OF CONTROL

The following table provides an estimate of the value of the payments and benefits due to each of our named executive officers assuming a termination of employment by the company without cause or termination of employment by the executive for good reason, effective as of February 2, 2025, in connection with a change of control of the company, under the Severance Plan. The actual amounts to be paid can only be determined at the time of any such event.


Name	Cash Payment ($)(1)	Benefit Continuation ($)(1)	Value of Accelerated Equity Awards ($)(1)(2)(3)	Total ($)
Charles Giancarlo	2,125,000	59,095	28,376,623	30,560,718
Kevan Krysler	1,100,000	34,078	11,308,321	12,442,399
John Colgrove	1,100,000	33,647	9,867,919	11,001,566
Ajay Singh	1,100,000	31,263	10,419,526	11,550,789
Dan FitzSimons	1,100,000	33,647	9,311,770	10,445,417

(1)Reflects (i) with respect to Mr. Giancarlo, a cash payment equal to 18 months of his base salary, 12 months of his annual target bonus and 18 months of company-paid health insurance coverage, as well as vesting of all shares subject to all outstanding equity awards (including performance-based equity awards granted during fiscal 2025 as if earned at 100%) held by Mr. Giancarlo, and (ii) with respect to each of the other executive officers, a cash payment equal to 12 months of the executive's base salary, 12 months of the executive officer's annual target bonus and 12 months of company-paid health insurance coverage, as well as vesting of all shares subject to all outstanding equity awards (including performance-based equity awards granted during fiscal 2025 as if earned at 100%) held by the executive.

(2)Based on the closing market price of our common stock as of January 31, 2025 (the last trading day of our fiscal year), which was $67.69.

(3)In addition to the value of accelerated equity awards set forth in this column, and as described above under the section entitled "Potential Acceleration of 5-Year PSU awards," the 5-Year PSU awards are subject to potential acceleration in the event of a change of control.


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EXECUTIVE COMPENSATION

PAY RATIO INFORMATION

We are required to disclose the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee, referred to as “pay ratio” disclosure.

In identifying the median employee for fiscal 2025, we identified our total employee population as of December 31, 2022, other than our CEO. We compared the total of each employee’s aggregate salary, hourly pay, bonus and other cash compensation (such as on-call or overtime pay) actually paid, and the value of stock awards vested, during calendar 2022, as reflected in our payroll records. We did not annualize the compensation of employees who were employed for less than the entire fiscal year or make cost of living adjustments. Using this approach, we identified an employee whose compensation was anomalous, as that individual was newly hired in 2022. As a result, we substituted an employee near the median whose compensation was viewed as more representative of our median employee. We then calculated the annual total compensation for this employee using the same methodology used to calculate annual total compensation for our CEO as set forth in the “Summary Compensation Table.”

For fiscal 2025, the median of the annual total compensation of all employees of Pure (other than our CEO), based on the selected median employee, was $167,057, and based on the annual total compensation for our CEO of $14,054,606, our ratio of CEO pay to the median employee pay was 84 to 1. The amounts included in the above pay ratio calculation reflect the grant date fair value of equity awards granted during fiscal 2025.

The pay ratio above represents Pure’s reasonable estimate calculated in a manner consistent with the SEC rules, which allow for significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted the pay ratio rules, the ratio was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand our compensation practices and pay-ratio disclosures.


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EXECUTIVE COMPENSATION

PAY VERSUS PERFORMANCE

We are providing the following information about the relationship between executive compensation actually paid (CAP), as defined under Item 402(v) of Regulation S-K, and certain financial performance measures of Pure. For further information concerning Pure’s variable pay-for-performance philosophy and how Pure aligns executive compensation with Pure’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”


			Average Summary Compensation Table Total for Non-PEO NEOs (d)($)(3)	Average Compensation Actually Paid to Non-PEO NEOs (e)($)(2)	Value of Initial Fixed $100 Investment Based on:
Fiscal Year (a)	Summary Compensation Table for PEO (b)($)(1)	Compensation Actually Paid to PEO (c)($)(2)			Total Shareholder Return (f)($)	Peer Group Total Shareholder Return (g)($)(4)	Net Income (Loss) (in thousands) (h)($)	Revenue (in thousands) (i)($)
2025	14,054,606	45,732,638	5,491,828	14,660,598	381	197	106,739	3,168,164
2024	36,650,048	40,458,685	13,349,070	15,151,161	237	166	61,311	2,830,621
2023	11,284,123	15,303,936	4,407,257	6,151,443	168	133	73,071	2,753,434
2022	9,794,382	14,575,257	3,961,982	8,732,531	148	141	(143,259)	2,180,848
2021	8,081,741	14,452,520	4,127,981	8,083,765	130	125	(282,076)	1,684,179

(1)Total Compensation as set forth in the Summary Compensation Table in this proxy statement. Mr. Giancarlo served as our Principal Executive Officer (PEO) in each of fiscal 2025, 2024, 2023, 2022 and 2021. Compensation in fiscal 2024 includes the incremental fair value of the PSU award earned by our PEO due to the modification of such award.

(2)The Compensation Actually Paid is determined in accordance with Item 402(v) of Regulation S-K. The fair value of stock options was determined using a Black-Scholes model, the fair value of PSUs reflect the probable outcome of the performance vesting conditions as of each measurement date, the fair value of RSUs was based on the stock price on the vesting date, and the fair value of the 5-Year PSU awards was determined using a Monte Carlo simulation model. For each covered year, the values included in column (c) for the CAP to our PEO and in column (e) for the average CAP to our non-PEO named executive officers reflect the adjustments set forth below. Pure does not maintain a pension plan and does not pay dividends on its common stock so no adjustments for these factors were necessary.


PEO	2025 ($)	2024 ($)	2023 ($)	2022 ($)	2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)	14,054,606	36,650,048	11,284,123	9,794,382	8,081,741
- Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year)	12,143,667	35,023,555	9,469,212	7,735,478	6,695,186
+ Year-end fair value of unvested equity awards granted in the Covered Year	16,644,140	35,540,126	9,089,350	10,600,618	10,386,295
+ Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year	—	—	—	—	—
+/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year	25,197,687	2,963,661	2,086,128	1,973,507	4,319,563
+/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year	5,404,235	328,405	2,313,548	(57,773)	(1,639,893)
- Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year.	3,424,363	—	—	—	—
CAP TO PEO (column c)	45,732,638	40,458,685	15,303,936	14,575,257	14,452,520


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EXECUTIVE COMPENSATION


AVERAGE FOR NON-PEO NEOS	2025($)	2024($)	2023 ($)	2022 ($)	2021 ($)
Summary Compensation Table (SCT) Total for PEO (column b)	5,491,828	13,349,070	4,407,257	3,961,982	4,127,981
- Amounts reported in the SCT for equity awards (stock awards or options granted in the Covered Year)	4,320,343	12,258,207	3,195,871	2,642,954	3,050,029
+ Year-end fair value of unvested equity awards granted in the Covered Year	5,801,468	12,439,033	3,067,667	6,095,363	4,731,534
+ Fair value as of the vesting date for equity awards granted in the Covered Year that vested during the Covered Year	106,853	—	—	—	—
+/- Change in fair value as of the end of the Covered Year (compared to the end of the prior fiscal year) for equity awards granted in prior fiscal years which are outstanding and unvested as of the end of the Covered Year	6,589,588	1,324,680	960,605	1,177,864	2,172,166
+/- Change in fair value as of the vesting dates (compared to the end of the prior fiscal year) for equity awards granted in prior years that vested in the Covered Year	2,189,752	296,584	911,786	140,277	102,112
- Fair value at the end of the prior fiscal year for equity awards granted in prior years that were forfeited during the Covered Year.	1,198,548	—	—	—	—
AVERAGE CAP TO NON-PEO NEOs (column e)	14,660,598	15,151,161	6,151,443	8,732,531	8,083,765

(3)Average of the Total Compensation as set forth in the Summary Compensation Table in the proxy statement for the applicable year for the named executive officers, other than our PEO, which are comprised of the following individuals: for 2023, 2024 and 2025, Messrs. Krysler, Colgrove, Singh and FitzSimons; for 2022, Messrs. Krysler, Colgrove and Singh; and for 2021, Messrs. Krysler, Colgrove and Paul Mountford. Compensation in fiscal 2024 includes the incremental fair value of the PSU awards earned by our NEOs due to the modification of such awards.

(4)Based on the NYSE Arca Tech 100 Index.

Compensation Actually Paid

vs. Company TSR & Peer Group TSR

PEO CAP

Avg Non-PEO CAP

Pure Storage TSR

Peer Group TSR

Compensation Actually Paid

vs. Revenue

PEO CAP

Avg Non-PEO CAP

Revenue


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EXECUTIVE COMPENSATION

Compensation Actually Paid

vs. Net Income

PEO CAP

Avg Non-PEO CAP

Net Income

We have identified the performance measures below as the most important in setting compensation for our named executive officers for fiscal 2025, each of which is described in more detail in the section above titled “Executive Compensation – Compensation Discussion and Analysis.”


Revenue Non-GAAP Operating Profit Subscription Services Revenue Subscription ARR NPS


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STOCK OWNERSHIP INFORMATION

SECURITY OWNERSHIP

The following table sets forth, as of April 17, 2025, certain information with respect to the beneficial ownership of our common stock: (a) by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of our common stock, (b) by each of our directors, (c) by each of our named executive officers, and (d) by all of our current executive officers and directors as a group.

The percentage of shares beneficially owned shown in the table is based on 327,142,977 shares of common stock outstanding as of April 17, 2025. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our common stock subject to options held by the person that are currently exercisable or exercisable within 60 days of April 17, 2025 and shares or our common stock subject to RSUs which vest within 60 days of April 17, 2025. However, we did not deem such shares of our capital stock outstanding for the purpose of computing the percentage ownership of any other person.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown beneficially owned by them, subject to applicable community property laws. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Except as otherwise noted below, the address for persons listed in the table is c/o Pure Storage, Inc., 2555 Augustine Dr., Santa Clara, California 95054.


Name of Beneficial Owner	Common Stock	Shares Subject to Options Exercisable as of April 17, 2025 or Which Become Exercisable Within 60 Days of This Date	Shares Subject to RSUs Which Vest Within 60 Days of April 17, 2025	Total Shares	%
Executive Officers:
Charles Giancarlo (1)	1,759,827	1,000,000	—	2,759,827	*
John Colgrove (2)	13,501,150	208,333	—	13,709,483	4.2
Kevan Krysler	424,380	—	—	424,380	*
Ajay Singh	211,824	—	—	211,824	*
Dan FitzSimons	22,611	—	—	22,611	*
Directors:
Andrew Brown	24,400	—	4,268	28,668	*
Scott Dietzen (3)	854,514	—	4,268	858,782	*
John Murphy	24,859	—	4,268	29,127	*
Jeff Rothschild	98,470	—	4,268	102,738	*
Roxanne Taylor	10,340	—	4,268	14,608	*
Susan Taylor	90,633	—	4,268	94,901	*
Greg Tomb	22,137	—	4,268	26,405	*
Mallun Yen	32,099	—	4,268	36,367	*
All directors and executive officers as a group (13 persons)	17,077,244	1,208,333	34,144	18,319,721	5.6
5% Stockholders:
FMR and affiliated entities (4)	46,783,529	—	—	46,783,529	14.3
The Vanguard Group (5)	31,782,078	—	—	31,782,078	9.7
BlackRock, Inc. (6)	32,397,870	—	—	32,397,870	9.9


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STOCK OWNERSHIP INFORMATION

* Denotes less than 1%

(1)Includes 731,414 shares held by Giancarlo Family Trust UAD 11/02/98.

(2)Includes (i) 2,765,000 shares held by Eric Edward Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE, (ii) 2,765,000 shares held by Richard Winston Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE, (iii) 901,959 shares held by the Colgrove Family Living Trust, over which Mr. Colgrove shares voting and dispositive power, and (iv) 800,000 shares held by The Colgrove Family Charitable Remainder Trust, over which Mr. Colgrove shares voting and dispositive power.

(3)Includes (i) 645,971 shares held by Scott Dietzen 2022 Revocable Trust U/A DTD 04/19/2022, (ii) 100,000 shares held by Cather GST Exempt Trust, and (iii) 100,000 shares held by Miles GST Exempt Trust.

(4)Based on information contained in a schedule 13G/A filed on February 9, 2024. The Schedule 13G/A reports that FMR LLC has sole dispositive power with respect to 46,783,529 shares. FMR LLC is located at 245 Summer St, Boston, MA 02210.

(5)Based on information contained in a schedule 13G/A filed on February 12, 2024. The Schedule 13G/A reports that The Vanguard Group has shared voting power with respect to 121,003 shares, sole dispositive power with respect to 31,342,502 shares, and shared dispositive power with respect to 439,576 shares. The Vanguard Group is located at 100 Vanguard Blvd, Malvern, PA 19355.

(6)Based on information contained in a schedule 13G/A filed on April 17, 2025. The Schedule 13G/A reports that BlackRock, Inc. has sole voting power with respect to 30,783,507 shares and sole dispositive power with respect to 32,397,870 shares. BlackRock, Inc. is located at 50 Hudson Yards, New York, NY 10001.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act and the rules of the SEC require our directors and executive officers to file reports of their ownership and changes in ownership of common stock with the SEC. Our personnel generally prepare and file these reports for our directors and officers on the basis of information obtained from each director and officer and pursuant to a power of attorney. Based upon a review of filings with the SEC and/or written representations, we believe that all of our directors and executive officers and, to our knowledge, beneficial owners of more than 10% of our common stock complied with the reporting requirements of Section 16(a) of the Exchange Act during fiscal 2025 with the exception of a late Form 4 for Kevan Krysler, filed on June 14, 2024, and a late Form 4 for Dan FitzSimons, filed on August 7, 2024.


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STOCK OWNERSHIP INFORMATION

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes our equity compensation plan information as of February 2, 2025.


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2)			(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3)
Equity plans approved by stockholders	27,210,456		$	15.64	38,306,695
Equity plans not approved by stockholders(4)	—		$	—	—
TOTAL	27,210,456				38,306,695

(1)Includes our 2009 Equity Incentive Plan and the 2015 Plan, but does not include future rights to purchase shares under our ESPP, which depend on a number of factors described in our ESPP.

(2)The weighted average exercise price is calculated based solely on outstanding stock options and excludes the shares of common stock included in column (a) that are issuable upon the vesting of 25,093,925 shares under stock awards then outstanding under our 2015 Plan, none of which have an exercise price.

(3)Includes our 2015 Plan and ESPP. Our 2015 Plan provides that the total number of shares of common stock reserved for issuance thereunder will be automatically increased, on the first day of each fiscal year in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the calendar month prior to the date of each automatic increase, or a lesser number of shares determined by our board of directors. Our ESPP provides that the number of shares of common stock available for issuance thereunder is automatically increased on February 1st of each fiscal year by the lesser of (i) 1% of the total number of shares of our common stock outstanding on the last day of the calendar month prior to the date of the automatic increase, and (ii) 3,500,000 shares; provided that our board of directors may determine that such increase will be less than the amount set forth above.

(4)Excludes stock options and RSUs assumed by Pure in connection with the acquisition of Portworx Inc. As of February 2, 2025, a total of 309,683 shares of common stock were issuable upon the exercise of outstanding stock options. The weighted average exercise price of those outstanding stock options is $1.88 per share. No additional awards may be granted under those assumed arrangements.


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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on June 11, 2025

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the Notice) because our board of directors is soliciting your proxy to vote at the 2025 annual meeting of stockholders, including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. The proxy statement and annual report are available at www.proxyvote.com.

We intend to mail the Notice on or about May 2, 2025 to all stockholders of record.

How do I attend and participate in the annual meeting online?

We will be hosting the meeting via live webcast only. Any stockholder of record can attend the meeting live online at www.virtualshareholdermeeting.com/PSTG2025. The webcast will start at 7:30 am PT on June 11, 2025. Stockholders may vote and submit questions while attending the meeting online. The webcast will open at 7:15 am PT on June 11, 2025.

In order to enter the meeting, you will need the 16-digit control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of common stock, or included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares of common stock in “street name.” Instructions on how to attend and participate online are available at www.virtualshareholdermeeting.com/PSTG2025. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/PSTG2025.

Who can vote at the meeting?

Only stockholders of record at the close of business on April 17, 2025 will be entitled to vote at the meeting. On the record date, there were 327,142,977 shares of common stock outstanding and entitled to vote.

A list of stockholders entitled to vote will be available for 10 days prior to the annual meeting at our headquarters, 2555 Augustine Dr., Santa Clara, California 95054. If you would like to view the stockholder list, please contact our Investor Relations Department at [email protected] to schedule an appointment. In addition, a list of stockholders of record will be available in the online meeting portal during the meeting for inspection by stockholders of record for any legally valid purpose related to the meeting.

Stockholder of Record: Shares Registered in Your Name

If, on April 17, 2025, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on April 17, 2025, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the virtual annual meeting. Because you are not the stockholder of record, you may vote your shares online during the meeting only by following the instructions from your broker, bank or other agent.


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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

What am I voting on?

There are three matters scheduled for a vote:

•Election of four Class I directors to hold office until our 2028 annual meeting of stockholders;

•Ratification of the selection of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending February 1, 2026; and

•Approval, on an advisory basis, of the compensation of our named executive officers, as described in this proxy statement.

What if another matter is properly brought before the meeting?

Our board of directors knows of no other matters that will be presented for consideration at the meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Will I be able to ask questions at the annual meeting?

You will be able to submit written questions during the annual meeting by following the instructions that will be available on the annual meeting website during the annual meeting. Only questions pertinent to meeting matters or the Company and submitted in accordance with the meeting’s Rules of Conduct will be answered during the meeting, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition. The meeting’s Rules of Conduct will be available on the annual meeting website.

If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, management will post answers to a representative set of such questions at investor.purestorage.com. The questions and answers will remain available until Pure’s next proxy statement is filed. We also encourage you to read our Form 10-K for fiscal 2025, which is available at www.proxyvote.com.

How do I vote?

The procedures for voting are fairly simple as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote online during the meeting, vote by proxy through the internet, vote by proxy over the telephone, or vote by proxy using a proxy card that you may request. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend online and vote during the meeting. In such case, your previously submitted proxy will be disregarded.

•To vote online during the meeting, follow the provided instructions to join the meeting at www.virtualshareholdermeeting.com/PSTG2025, starting at 7:15 am PT on June 11, 2025.

•To vote online before the meeting, go to www.proxyvote.com.

•To vote by telephone, call 1-800-690-6903.

•To vote by mail, simply complete, sign and date the proxy card or voting instruction card, and return it promptly in the envelope provided.

If we receive your vote by internet or phone or your signed proxy card up until 11:59 p.m. Eastern Time the day before the 2025 annual meeting of stockholders, we will vote your shares as you direct. To vote, you will need the 16-digit control number in the Notice, on your proxy card or in the instructions that accompanied the proxy materials.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online during the meeting, you must follow the instructions from your broker, bank or other agent.


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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Can I change my vote after submitting my proxy?

Yes. If you are a record holder of shares, you may revoke, subject to the voting deadlines above, your proxy by:

•Submitting another properly completed proxy card with a later date;

•Granting a subsequent proxy by telephone or through the internet;

•Sending a timely written notice that you are revoking your proxy to our Secretary at 2555 Augustine Dr., Santa Clara, California 95054; or

•Attending and voting online during the meeting. Simply attending the meeting will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by such party.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote online during the meeting, through the internet, by telephone or by completing your proxy card, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the NYSE deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation, and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposals 1 or 3 without your instructions but may vote your shares on Proposal 2 even in the absence of your instruction.

Please instruct your bank, broker or other agent to ensure that your vote will be counted.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote but do not make specific choices, your shares will be voted FOR the election each of the nominees for Class I director, FOR the ratification of the selection of Deloitte & Touche as our independent registered public accounting firm, and FOR the advisory approval of named executive officer compensation. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using their best judgment.

How many votes do I have?

Each holder of common stock will have the right to one vote per share.

How many votes are needed to approve each proposal?

•Proposal 1: The four nominees for Class I directors that receive the highest number of FOR votes will be elected. Only votes “For” will affect the outcome.

•Proposal 2: The ratification of the selection of our independent registered public accounting firm must receive FOR votes from the holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal.

•Proposal 3: The advisory approval of the compensation of our named executive officers must receive FOR votes from the holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”


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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

How are broker non-votes and abstentions treated?

If your shares of common stock are held by a broker on your behalf, and you do not instruct the broker as to how to vote these shares on Proposal 2, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. With respect to Proposals 1 and 3, the broker may not exercise discretion to vote on those proposals. Such event would constitute a “broker non-vote,” and these shares will not be counted as having been voted on the applicable proposal. However, broker non-votes will be considered present and entitled to vote at the meeting and will be counted in determining whether or not a quorum is present. Please instruct your broker so your vote can be counted.

If stockholders abstain from voting, the applicable shares of common stock will be considered present and entitled to vote at the meeting and will be counted in determining whether or not a quorum is present. With respect to Proposal 1, abstentions are not considered WITHHOLD votes or votes cast FOR a nominee’s election and will have no effect in determining whether a nominee for director has received sufficient votes. With respect to Proposal 2 and 3, abstentions are considered in determining the number of votes required to obtain the necessary majority vote for the proposal and will have the same effect as voting against the proposal.

Who counts the votes?

We have engaged Broadridge Financial Solutions as our independent agent to tabulate stockholder votes. If you are a stockholder of record and you choose to vote over the internet (either prior to or during the meeting) or by telephone, Broadridge will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.

Who is paying for this proxy solicitation?

We will pay for the cost of soliciting proxies. Please be aware that you must bear any costs associated with your internet access. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions on the Notices to ensure that all your shares are voted.

When are stockholder proposals due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by January 2, 2026, to our Secretary at 2555 Augustine Dr., Santa Clara, California 95054; provided that if the date of next year’s meeting is earlier than May 12, 2026 or later than July 11, 2026, the deadline will be a reasonable time before we begin to print and send our proxy materials for next year’s meeting. If you wish to nominate a director or submit a proposal that you do not desire to be included in next year’s proxy materials, you must do so between February 11, 2026 and March 13, 2026; provided that if the date of that annual meeting of stockholders is earlier than May 12, 2026 or later than July 11, 2026, you must give the required notice not earlier than the 120th day prior to the meeting date and not later than the 90th day prior to the meeting date or, if later, the 10th day following the day on which public disclosure of that meeting date is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the aggregate voting power of the shares of common stock entitled to vote at the meeting are present at the meeting or represented by proxy.


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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote during the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the aggregate voting power of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the annual meeting?

We expect that preliminary voting results will be announced during the meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the meeting.

What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices and proxy materials with respect to two or more stockholders sharing the same address by delivering a single Notice or set of proxy materials addressed to those stockholders. In accordance with a prior notice sent to certain brokers, banks, dealers or other agents, we are sending only one Notice or full set of proxy materials to those addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address.

This practice, known as “householding,” allows us to satisfy the requirements for delivering Notices or proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of these documents. Householding helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment. If you currently receive multiple copies of the Notice or proxy materials at your address and would like to request “householding” of your communications, please contact your broker. Once you have elected “householding” of your communications, “householding” will continue until you are notified otherwise or until you revoke your consent by notifying your broker.

To make a change regarding the format of your proxy materials (electronically or in print), or to request receipt of a separate set of documents to a household, contact us through our website at investor.purestorage.com, or by mail at 2555 Augustine Dr., Santa Clara, California 95054.


			2025 PROXY STATEMENT			65

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Our board of directors knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the associated proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors

NICOLE ARMSTRONG
Chief Administrative and Legal Officer and Corporate Secretary

Santa Clara, California

May 2, 2025

We have filed our Annual Report on Form 10-K for the fiscal year ended February 2, 2025 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Stockholders can also access this proxy statement and our Annual Report on Form 10-K at investor.purestorage.com, or a copy of our Annual Report on Form 10-K for the fiscal year ended February 2, 2025 is available without charge upon written request to [email protected] or to our Secretary at 2555 Augustine Dr., Santa Clara, California 95054.


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Date	Price Target	Rating	Analyst
12/4/2024	$56.00 → $61.00	Equal Weight	Barclays
12/4/2024	$75.00 → $80.00	Overweight	Wells Fargo
12/4/2024	$63.00 → $75.00	Buy	Citigroup
12/4/2024	$60.00 → $75.00	Overweight	Analyst
12/4/2024	$62.00 → $75.00	Buy	Needham
12/4/2024	$60.00 → $65.00	Hold	Stifel
12/4/2024	$70.00 → $75.00	Outperform	Evercore ISI
12/4/2024	$70.00 → $80.00	Buy	TD Cowen

SEC Form DEF 14A filed by Pure Storage Inc.

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