What are the performance share units (PSUs) mentioned for EPLUS INC?

The PSUs are performance-based equity awards previously granted to the CFO. On June 15, 2026, performance restrictions were released after the Compensation Committee certified goal attainment, resulting in 3,981 common shares being delivered.

EPLUS CFO gets stock awards, shares withheld for tax

EPLUS INC Chief Financial Officer Marion Elaine D reported equity compensation changes rather than open-market trades.

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Form Type

Rhea-AI Filing Summary

EPLUS INC Chief Financial Officer Marion Elaine D reported equity compensation changes rather than open-market trades. On June 15, 2026, she received a restricted stock award of 16,247 common shares, granted under the 2021 Employee Long-Term Incentive Plan. She also acquired 3,981 common shares upon vesting and settlement of previously granted performance share units, while 1,794 shares were withheld at a price of $83.09 per share to cover tax liabilities from the PSU vesting. Following these transactions, she holds 50,015 shares directly, plus 424 shares held through an IRA and 78,621 shares held in a revocable trust where she and her spouse are trustees and beneficiaries.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Marion Elaine D

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,981	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,794	$83.09	$149K
Grant/Award	Common Stock	16,247	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 50,015 shares (Direct); Common Stock — 78,621 shares (Indirect, By Elaine D. Marion Trust); Common Stock — 424 shares (Indirect, By IRA)

Footnotes (4)

F1. Represents shares of ePlus inc. (the "Company") common stock for performance share units ("PSUs") granted to the reporting person on June 15, 2026, under the 2021 Employee Long-Term Incentive Plan (the "Plan"). The performance-vesting restrictions with respect to these shares were released upon certification of performance goal attainment by the Compensation Committee of ePlus' Board of Directors (the "Compensation Committee").
F2. Represents shares withheld for payment of tax liability arising as a result of the vesting and settlement of the PSUs on June 15, 2026.
F3. On June 15, 2026, the reporting person was granted a restricted stock award consisting of 16,247 shares of common stock of the Company (the "Restricted Shares"). The Restricted Shares were granted by the Compensation Committee, pursuant to the Plan. The Restricted Shares are subject to a restriction period, with one-third of the Restricted Shares vesting on each of March 18, 2027, March 16, 2028, and March 15, 2029. As more fully described in the Plan, under certain circumstances the restrictions may lapse, or the shares may be forfeited and transferred back to the Company.
F4. These shares of common stock are held in a revocable trust, of which the reporting person and her spouse are the sole trustees and beneficiaries.

Key Figures

Restricted stock award: 16,247 shares PSU shares delivered: 3,981 shares Shares withheld for taxes: 1,794 shares at $83.09 +4 more

7 metrics

Restricted stock award 16,247 shares Granted June 15, 2026 under 2021 Employee Long-Term Incentive Plan

PSU shares delivered 3,981 shares Common stock from vested performance share units on June 15, 2026

Shares withheld for taxes 1,794 shares at $83.09 Withheld to pay tax liability from PSU vesting and settlement

Direct holdings after transactions 35,562 shares Common stock held directly by CFO following June 15, 2026 updates

Trust holdings 78,621 shares Common stock in revocable trust where CFO and spouse are trustees

IRA holdings 424 shares Common stock held indirectly through an IRA

Restricted stock vesting dates 2027-03-18, 2028-03-16, 2029-03-15 One-third of 16,247 Restricted Shares vest on each listed date

Key Terms

performance share units ("PSUs"), 2021 Employee Long-Term Incentive Plan, Restricted Shares, Compensation Committee, +1 more

5 terms

2021 Employee Long-Term Incentive Plan financial

"PSUs granted to the reporting person on June 15, 2026, under the 2021 Employee Long-Term Incentive Plan"

Restricted Shares financial

"the reporting person was granted a restricted stock award consisting of 16,247 shares of common stock of the Company (the "Restricted Shares")"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Compensation Committee financial

"The Restricted Shares were granted by the Compensation Committee, pursuant to the Plan"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

revocable trust financial

"These shares of common stock are held in a revocable trust, of which the reporting person and her spouse are the sole trustees"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EPLUS INC (PLUS) CFO report in this Form 4?

The CFO reported equity compensation activity, including new restricted stock and vested performance share units, plus shares withheld for taxes. No open-market stock purchases or sales occurred in this filing.

How many restricted shares did the EPLUS INC CFO receive?

She received a restricted stock award of 16,247 common shares. These Restricted Shares were granted under the 2021 Employee Long-Term Incentive Plan and will vest in three equal installments over future dates.

What are the vesting dates for the new restricted stock at EPLUS INC?

The 16,247 Restricted Shares vest in three equal parts: one-third on March 18, 2027, one-third on March 16, 2028, and the final third on March 15, 2029, subject to plan terms and possible forfeiture.

How many EPLUS INC shares were withheld for the CFO’s tax obligations?

A total of 1,794 common shares were withheld to cover tax liabilities arising from the vesting and settlement of performance share units, at a value of $83.09 per share according to the reported transaction price.

How many EPLUS INC shares does the CFO hold after these transactions?

After these transactions, she holds 35,562 shares directly. She also has indirect holdings of 424 shares in an IRA and 78,621 shares in a revocable trust where she and her spouse are trustees and beneficiaries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/17/2026 - 05:33 PM EDT

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Marion Elaine D

(Last)

(First)

(Middle)

13595 DULLES TECHNOLOGY DRIVE

(Street)

HERNDON

VIRGINIA

20171-3413

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2026		A		3,981⁽¹⁾	A	$0	35,562	D
Common Stock	06/15/2026		F		1,794⁽²⁾	D	$83.09	33,768	D
Common Stock	06/15/2026		A		16,247⁽³⁾	A	$0	50,015	D
Common Stock								78,621	I	By Elaine D. Marion Trust⁽⁴⁾
Common Stock								424	I	By IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of ePlus inc. (the "Company") common stock for performance share units ("PSUs") granted to the reporting person on June 15, 2026, under the 2021 Employee Long-Term Incentive Plan (the "Plan"). The performance-vesting restrictions with respect to these shares were released upon certification of performance goal attainment by the Compensation Committee of ePlus' Board of Directors (the "Compensation Committee").

2. Represents shares withheld for payment of tax liability arising as a result of the vesting and settlement of the PSUs on June 15, 2026.

3. On June 15, 2026, the reporting person was granted a restricted stock award consisting of 16,247 shares of common stock of the Company (the "Restricted Shares"). The Restricted Shares were granted by the Compensation Committee, pursuant to the Plan. The Restricted Shares are subject to a restriction period, with one-third of the Restricted Shares vesting on each of March 18, 2027, March 16, 2028, and March 15, 2029. As more fully described in the Plan, under certain circumstances the restrictions may lapse, or the shares may be forfeited and transferred back to the Company.

4. These shares of common stock are held in a revocable trust, of which the reporting person and her spouse are the sole trustees and beneficiaries.

	/s/ Elaine D. Marion	06/17/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR