Form 8-K EPLUS INC For: Feb 17

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February 17, 2026 4:36 PM EST

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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.