PLUS Form 4: Director granted 1,478 RSAs and moves 2,687 shares to trust

Rhea-AI Filing Summary

Bruce M. Bowen, a director of ePlus Inc. (PLUS), reported several transactions dated 10/01/2025 on Form 4. He received a grant of 1,478 restricted shares under the company’s 2024 Non-Employee Director Long Term Incentive Plan that vest after a one-year restriction period. On the same date he transferred 2,687 shares from his personal account to the Bruce Montague Bowen Trust for no consideration; he is the trustee and sole beneficiary and remains the beneficial owner of those shares. He was also issued 300 shares by election in lieu of cash compensation. The Form lists various post-transaction holdings, including 4,165 shares shown as direct ownership and 15,213 shares held indirectly by the trust.

Positive

• 1,478 restricted shares granted under the 2024 Non-Employee Director Long Term Incentive Plan
• Election to receive 300 shares in lieu of cash compensation, aligning director pay with equity
• Transfer of 2,687 shares to the Bruce Montague Bowen Trust while retaining beneficial ownership

Negative

• None.

Insights

Insider Transactions Analyst

Director received restricted shares and moved shares into a personal trust on 10/01/2025.

The filing shows a 1,478-share restricted award under the 2024 Non-Employee Director Long Term Incentive Plan with a one-year restriction period, indicating compensation rather than an open-market purchase.

The reporting person transferred 2,687 shares into the Bruce Montague Bowen Trust for no consideration while remaining trustee and sole beneficiary; the filing explicitly states he remains the beneficial owner.

Corporate Governance Specialist

Use of trusts and equity compensation are documented; holdings updated on Form 4.

The Form discloses an election to receive 300 shares in lieu of cash compensation, showing the director used plan flexibility to take equity compensation. Post-transaction holdings shown include 4,165 direct shares and 15,213 indirect shares via trust, per the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BOWEN BRUCE M

(Last) (First) (Middle)

C/O EPLUS INC.

13595 DULLES TECHNOLOGY DRIVE

(Street)

HERNDON VA 20171-3413

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EPLUS INC [ PLUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2025		A		1,478(1)	A	$0	4,165	D
Common Stock	10/01/2025		J		2,687	D	$0	1,478	D(2)
Common Stock	10/01/2025		J		2,687	A	$0	15,213	I(2)	By Bruce Montague Bowen Trust
Common Stock	10/01/2025		A		300(3)	A	$0	1,778	D
Common Stock								1,084	I	By Elizabeth Dederich Bowen Trust
Common Stock								10,700	I	By Bowen Holdings LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This restricted stock award consists of shares of common stock of the Company (the "Restricted Shares"). The Restricted Shares were granted pursuant to the Company's 2024 Non-Employee Director Long Term Incentive Plan (the "Plan") and are subject to a Restriction Period beginning on the grant date and ending on the first anniversary of the grant (the "Restriction Period"). As more fully described in the Plan, under certain other circumstances the restrictions may lapse, or the shares may be forfeited and transferred back to the Company.

2. On October 1, 2025, the reporting person transferred 2,687 shares of ePlus inc. common stock from an account owned by the reporting person to the Bruce Montague Bowen Trust for no consideration. The reporting person is trustee of the trust, and the reporting person is the sole beneficiary of the trust. The reporting person remains the beneficial owner of the securities held by the trust.

3. On October 1, 2025, the reporting person was issued 300 shares of common stock (the "Shares"). The Shares were issued pursuant to the reporting person's election to receive the Shares in lieu of cash compensation as permitted under the ePlus' 2024 Non-Employee Director Long Term Incentive Plan.

	/s/ Erica S. Stoecker, attorney-in-fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Bruce M. Bowen report on Form 4 for PLUS on 10/01/2025?

He was granted 1,478 restricted shares, transferred 2,687 shares to the Bruce Montague Bowen Trust for no consideration, and was issued 300 shares in lieu of cash compensation.

Are the transferred 2,687 shares still beneficially owned by Bruce M. Bowen?

Yes. The filing states he is trustee and sole beneficiary of the Bruce Montague Bowen Trust and remains the beneficial owner of those securities.

What restriction applies to the 1,478 restricted shares?

The restricted shares are subject to a restriction period beginning on the grant date and ending on the first anniversary of the grant, per the filing.

How many shares does the Form 4 show as owned after the reported transactions?

The Form lists post-transaction amounts including 4,165 direct shares and 15,213 indirect shares held via the trust.

Why were 300 shares issued to Bowen?

They were issued pursuant to Bowen’s election to receive shares in lieu of cash compensation under the company’s 2024 Non-Employee Director Long Term Incentive Plan.