ePlus (NASDAQ: PLUS) Board adopts amended and restated bylaws

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ePlus inc. filed a current report to disclose that its Board of Directors approved an amendment and restatement of the company’s bylaws. The revised bylaws were adopted and became effective on February 17, 2026, updating the company’s formal corporate governance rules.

The filing notes that only a brief summary of the changes is provided and that full details are contained in the complete amended and restated bylaws, which are attached as Exhibit 3.1. Investors and shareholders must review that exhibit to understand the specific governance modifications.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/17/2026 - 04:35 PM

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): February 17, 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 Market Select

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 17, 2026, the Board of Directors of ePlus inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective the same day. The Bylaw amendments include, among other things:

•	requiring that the Company provide stockholders with notification of, and an opportunity to cure, any deficiency in a stockholder director nomination if the nomination is provided in sufficient time ahead of the submission deadline;

•	adding express authority for the Company’s Board of Directors to pay dividends or make other distributions, subject to the Delaware General Corporation Law;

•	expressly prohibiting a director up for election from serving as an inspector of elections; and

•

making certain administrative, modernizing, clarifying and conforming changes, including specifying the color of proxy cards used by stockholders soliciting proxies, adding certain transaction types to the description of transactions a stockholder is required to include in its notice of nominating a director, clarifying the timing of the availability of the list of stockholders entitled to vote at a meeting ahead of such meeting, and removing facsimile as a delivery method for Board meeting notices.

The above summary description of the changes to the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference .

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

3.1	Amended and Restated Bylaws of ePlus inc., effective February 17, 2026

104.1	Cover page interactive data 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: February 17, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did ePlus inc. (PLUS) disclose in this 8-K filing?

ePlus inc. disclosed that its Board of Directors approved amended and restated bylaws effective February 17, 2026. The report states only a high-level summary, with the complete bylaws text provided as Exhibit 3.1 for those seeking full governance details.

When did the amended and restated bylaws of ePlus inc. become effective?

The amended and restated bylaws of ePlus inc. became effective on February 17, 2026, the same day they were approved by the Board. This means all corporate governance changes in that document apply from that date forward, as reflected in Exhibit 3.1.

Where can investors find the full text of ePlus inc.’s new bylaws?

Investors can find the full text of ePlus inc.’s amended and restated bylaws in Exhibit 3.1 to the report. The company notes that its brief description is incomplete and specifically incorporates the full exhibit by reference for detailed governance provisions.

Does this ePlus inc. (PLUS) 8-K include financial results or earnings data?

This 8-K focuses on corporate governance and does not present earnings data or financial results. The key disclosure is approval and effectiveness of amended and restated bylaws, with the complete text filed as Exhibit 3.1 for shareholder and investor review.

Which corporate body approved the amended bylaws at ePlus inc.?

The amended and restated bylaws of ePlus inc. were approved by the company’s Board of Directors on February 17, 2026. The filing clarifies that these bylaws became effective the same day and are provided in full as Exhibit 3.1 to the report.

Filing Exhibits & Attachments

4 documents