ePlus (NASDAQ: PLUS) appoints Michael Portegello to board, committees

Rhea-AI Filing Summary

ePlus inc. reported a change in its leadership structure with the appointment of Michael J. Portegello, 61, to its Board of Directors. On January 6, 2026, the Board increased its size from seven to eight members and named Mr. Portegello to fill the new seat. His term will run until the next Annual Meeting of Shareholders and until a successor is elected and qualified.

The Board determined that Mr. Portegello is an independent director under applicable Nasdaq rules. He has also been appointed to the Audit Committee and the Compensation Committee. He will receive compensation under the company’s existing program for independent directors, including a pro-rata restricted stock grant pursuant to the ePlus 2024 Non-Employee Director Long-Term Incentive Plan. ePlus also issued a press release announcing his appointment, filed as Exhibit 99.1.

false0001022408NASDAQ00010224082026-01-062026-01-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2026

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34167		54-1817218
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13595 Dulles Technology Drive

Herndon, Virginia 20171-3413

(Address of principal executive offices, including zip code)

(703) 984-8400

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	PLUS	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 6, 2026, pursuant to Article III of the Amended and Restated Bylaws of ePlus inc. (the “Company”), the Board of Directors (the "Board") of the Company increased the size of the Board from seven to eight directors and appointed Michael J. Portegello, 61, to the Board, filling the vacancy.  Mr. Portegello's term will continue until the Company's next Annual Meeting of Shareholders and until his successor is elected and qualified.  Mr. Portegello was also appointed to the Audit and Compensation Committees of the Board. There are no family relationships between Mr. Portegello and any director or executive officer of the Company and there are no transactions in which Mr. Portegello has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.  

The Board further affirmatively determined that Mr. Portegello is an independent director within the meaning of the applicable Nasdaq Marketplace Rules.  Mr. Portegello will be compensated for his service as a director in accordance with the Company’s current compensation program for independent members of the Board, with a pro-rata adjustment for his initial partial-year service on the Board, including a pro-rata restricted stock grant pursuant to the ePlus 2024 Non-Employee Director Long-Term Incentive Plan. Such compensation program is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 28, 2025, under the heading “Director Compensation.”

A copy of the press release issued by the Company on January 6, 2026, announcing the appointment of Mr. Portegello is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit No.	Description
99.1	Press release dated January 6, 2026, issued by ePlus inc.
104	Cover Page Interactive Date File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ePlus inc.

By: /s/ Elaine D. Marion

Elaine D. Marion

Chief Financial Officer

Date: January 8, 2026

FAQ

What board change did ePlus (PLUS) announce in this 8-K?

ePlus inc. disclosed that its Board of Directors increased in size from seven to eight members and that a new director, Michael J. Portegello, was appointed to fill the additional seat.

Who is the new director appointed to the ePlus (PLUS) board?

The company appointed Michael J. Portegello, 61, as a director. His term will continue until ePlus inc.’s next Annual Meeting of Shareholders and until his successor is elected and qualified.

Is Michael J. Portegello considered an independent director at ePlus?

Yes. The Board of ePlus inc. affirmatively determined that Michael J. Portegello is an independent director within the meaning of the applicable Nasdaq Marketplace Rules.

Which board committees will Michael J. Portegello serve on at ePlus?

ePlus inc. stated that Michael J. Portegello has been appointed to the company’s Audit Committee and Compensation Committee of the Board of Directors.

How will the new ePlus director be compensated for his board service?

Mr. Portegello will be compensated according to ePlus inc.’s current program for independent directors, with a pro-rata adjustment for his initial partial-year service, including a pro-rata restricted stock grant under the ePlus 2024 Non-Employee Director Long-Term Incentive Plan.

Did ePlus disclose any related-party transactions involving Michael J. Portegello?

The company stated there are no family relationships between Mr. Portegello and any director or executive officer and that there are no transactions in which he has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.

What exhibits were filed with this ePlus (PLUS) Form 8-K?

ePlus inc. filed a press release dated January 6, 2026 announcing Mr. Portegello’s appointment as Exhibit 99.1, and a Cover Page Interactive Data File embedded within the Inline XBRL document as Exhibit 104.