Marion Elaine D 4

What Happened

• Marion Elaine D, Chief Financial Officer of ePlus, reported awards and a tax-withholding disposition on June 15, 2026. She had 3,981 shares issued upon settlement of performance share units (PSUs) (recorded at $0.00 as an award) and was granted 16,247 restricted shares (also recorded at $0.00). To cover tax liabilities from the PSU settlement, 1,794 shares were withheld/disposed at $83.09 per share for a total withholding value of $149,063.
• These transactions are awards/grants (code A) and a tax withholding (code F), not open-market purchases or sales by the insider.

Key Details

• Transaction date: June 15, 2026; Form 4 filed June 17, 2026 (timely filing).
• Awarded: 3,981 shares (PSUs settled) and 16,247 restricted shares; both reported at $0.00 per share in the filing.
• Withheld/Disposed: 1,794 shares at $83.09 each, total $149,063 (to satisfy tax withholding on PSU settlement).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — PSU shares vested after Compensation Committee certified performance; F2 — shares withheld to pay tax liability; F3 — restricted shares vest one-third on 3/18/27, 3/16/28, and 3/15/29 (may be forfeited under certain conditions); F4 — some shares held in a revocable trust of which the reporting person and spouse are trustees/beneficiaries.

Context

• The PSU settlement reflects performance-based compensation being converted into common shares after certification — a routine executive compensation event. The 1,794-share disposal was a tax-withholding action (administrative), not an open-market sale indicating investment intent.
• The 16,247 restricted shares are subject to multi-year vesting (one-third per year), so they are not immediately tradable unless restrictions lapse.