The disclosure provides an approach for a non-disruptive system upgrade. Embodiments include installing an upgraded version of an operating system (OS) on a computing system while a current version of the OS continues to run. Embodiments include entering a maintenance mode on the computing system, including preventing the addition of new applications and modifying the handling of storage operations on the computing system for the duration of the maintenance mode. Embodiments include, during the maintenance mode, configuring the upgraded version of the OS. Embodiments include, after configuring the upgraded version of the OS, suspending a subset of applications running on the computing system, transferring control over resources of the computing system to the upgraded version of the OS, and resuming the subset of the applications running on the computing system. Embodiments include exiting the maintenance mode on the computing system.