pacb-20260423

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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

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))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12


Pacific Biosciences of California, Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒ 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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April 23, 2026 Dear Pacific Biosciences of California, Inc. Stockholder: You are cordially invited to attend our 2026 Annual Meeting of Stockholders, including any adjournments and postponements thereof (the “Annual Meeting”), which will be held virtually on Wednesday, June 3, 2026 at 9:00 a.m. Pacific Time online via live webcast at www.virtualshareholdermeeting.com/PACB2026. To access the virtual meeting, please have your notice or proxy card in hand when you visit the website. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a phone number for technical assistance will be made available on the virtual meeting registration page 15 minutes prior to the start time of the Annual Meeting. During the Annual Meeting, stockholders will be asked to vote on the proposals set forth in the Notice of Annual Meeting of Stockholders and as more fully described in the accompanying proxy statement (the “Proxy Statement”). It is important that your shares are represented and voted at the Annual Meeting. Whether or not you plan to attend, please ensure your representation at the Annual Meeting by voting as soon as possible. We urge you to review carefully the proxy materials and to vote: •“FOR” each of the six director nominees named in the accompanying Proxy Statement, each to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified; •“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; •“FOR” the non-binding advisory vote to approve the compensation of our named executive officers for the year ended December 31, 2025; and •“FOR” the amendment of our 2020 Equity Incentive Plan to increase the number of shares reserved thereunder. Thank you for your continued support of PacBio. Sincerely, Christian O. Henry President and Chief Executive Officer

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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 3, 2026

9:00 a.m. Pacific Time

Pacific Biosciences of California, Inc.’s 2026 Annual Meeting of Stockholders, including any adjournments and postponements thereof (the “Annual Meeting”), will be held virtually on Wednesday, June 3, 2026 at 9:00 a.m. Pacific Time online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting the following website: www.virtualshareholdermeeting.com/PACB2026. To access the virtual meeting, please have your notice or proxy card in hand when you visit the website. If you have difficulty accessing the virtual meeting during the check-in or meeting time, a phone number for technical assistance will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

During the Annual Meeting, our stockholders will be asked:

•To elect six directors nominated by our Board of Directors and named in this proxy statement (the “Proxy Statement”), each to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

•To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2025;

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

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

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

The Proxy Statement to which this notice is attached includes a copy of the proposed amendment of our 2020 Equity Incentive Plan as Annex A which is incorporated herein by reference and considered attached to this notice.

Stockholders of record who owned shares of our common stock at 5:00 p.m. Pacific Time on April 6, 2026 are entitled to receive notice of, attend, and vote at the Annual Meeting. A complete list of these stockholders will be available at our corporate offices at 1305 O’Brien Drive, Menlo Park, California 94025 during regular business hours for ten days prior to the Annual Meeting. A stockholder may examine the list for any legally valid purpose related to the Annual Meeting.

We are furnishing proxy materials to stockholders primarily over the internet. We believe that this process expedites stockholders’ receipt of proxy materials, lowers the costs of the Annual Meeting and conserves natural resources. On or about April 23, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year 2025 (the “Annual Report”). This Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. We also include in the Notice instructions on how you can request a paper copy of the proxy materials. The Proxy Statement and our Annual Report can be accessed at the following Internet address: http://www.proxyvote.com. All you have to do is enter the control number located on your proxy card.

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

By Order of the Board of Directors,

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

General Counsel and Corporate Secretary

Menlo Park, California

April 23, 2026

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			Page
GENERAL INFORMATION			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS			1
CORPORATE GOVERNANCE			7
Overview			8
Board Leadership Structure			8
The Board’s Role in Risk Oversight			10
Director Independence			10
Director Nominations			10
Delinquent Section 16(a) Reports			11
Code of Business Conduct			11
Communication with the Board of Directors			12
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD			13
Board and Committee Meetings			13

SEC Form DEF 14A filed by Pacific Biosciences of California Inc.