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Form 8-K

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PLUS The article is a Form 8-K filing announcing the appointment of John M. Lutz to the Board of Directors. It details his background and compensation, and includes a press release with positive quotes from the CEO and the new appointee about the company's position and future.

8-K — EPLUS INC

Accession: 0001022408-26-000064

Filed: 2026-07-06

Period: 2026-07-06

CIK: 0001022408

SIC: 5045 (WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — plus-20260706.htm (Primary)

EX-99.1 — PRESS RELEASE (pressrelease.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: plus-20260706.htm · Sequence: 1

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): July 6, 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 Select Market

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. ☐

1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 6, 2026, pursuant to Article III of the

Amended and Restated Bylaws of ePlus inc. (the “Company”), the Board of

Directors (the “Board”) of the Company increased the size of the Board from eight

to nine directors and appointed John M. Lutz, 64, to the Board, filling the

vacancy.  Mr. Lutz’s term will continue

until the Company’s next Annual Meeting of Shareholders and until his successor

is elected and qualified.  Mr. Lutz was

also appointed to both the Audit Committee and the Compensation Committee of

the Board. There are no family relationships between Mr. Lutz and any director

or executive officer of the Company and there are no transactions in which Mr. Lutz

has a direct or indirect material interest requiring disclosure under Item

404(a) of Regulation S-K.

The Board further affirmatively determined that Mr. Lutz

is an independent director within the meaning of the applicable Nasdaq

Marketplace Rules.  Mr. Lutz will be

compensated for his service as a director in accordance with the Company’s

current compensation program for independent members of the Board, with a

pro-rata adjustment for his initial partial-year service on the Board,

including a pro-rata restricted stock grant pursuant to the ePlus 2024

Non-Employee Director Long-Term Incentive Plan. Such compensation program is

described in more detail in the Company’s Definitive Proxy Statement on

Schedule 14A filed with the SEC on July 28, 2025, under the heading “Director

Compensation."

A copy of the press release issued by the Company on July 6, 2026, announcing the appointment of Mr. Lutz is attached hereto as Exhibit

99.1.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit No.

Description

99.1

Press release dated July 6, 2026, issued by ePlus inc.

104

Cover Page Interactive Date File (embedded within the Inline XBRL Document)

2

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: July 6, 2026

0001022408

false

0001022408

2026-07-06

2026-07-06

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: pressrelease.htm · Sequence: 5

Exhibit 99.1

ePlus Appoints John Lutz to Board of Directors

HERNDON, VA – July 06, 2026 – ePlus inc. (NASDAQ NGS: PLUS – news) today announced that John Lutz, a senior executive with more than 30 years’ experience across global technology and institutional environments, has joined its Board of Directors.

Currently Vice Chancellor for Development and Alumni Relations for Vanderbilt University, Mr. Lutz brings deep expertise in large scale global operations, go-to-market, mergers and acquisitions and services delivery. As a member of the ePlus Board of Directors he will serve on the Audit and Compensation Committees.

Prior to his current role at Vanderbilt University, Mr. Lutz served as Vice Chancellor of Information Technology for the institution, where he oversaw institutional technology strategy, capital priorities and operational performance. The bulk of his career was spent at IBM Corporate in various leadership roles, including General Manager for its Global Financial Services Sector and General Manager of its Global Process Services business, and culminating with his position as President of IBM Canada.

“John has a strong track record of performance-driven execution and operational transformation across large, complex organizations, as well as a background in P&L management,” said Mark Marron, CEO and President of ePlus. “We’re looking forward to the contributions and perspective he’ll offer from his many years in the global technology sector and welcome him aboard.”

“I’m very much looking forward to working with the ePlus executive team, as well as its other board members, to help guide the next steps of this successful and growing company,” said Mr. Lutz. “ePlus brings decades of very sharp expertise across a number of the fastest growing technology areas in play right now, and I believe they’re well positioned to maximize on those trends.”

Mr. Lutz graduated magna cum laude from Harvard College with an A.B. in Linguistics and Computer Science.

About ePlus inc.

ePlus is a customer-first, services-led, and results-driven industry leader offering transformative technology solutions and services to provide the best customer outcomes. Offering a full portfolio of solutions, including artificial intelligence, security, cloud and data center, networking and collaboration, as well as managed, consultative and professional services, ePlus works closely with organizations across many industries to successfully navigate business challenges. With a long list of industry-leading partners and more than 2,130 employees, our expertise has been honed over more than three decades, giving us specialized yet broad levels of experience and knowledge. ePlus is headquartered in Virginia, with locations in the United States, United Kingdom, Europe, and Asia‐Pacific. For more information, visit www.eplus.com, call 888-482-1122, or email info@eplus.com.  Connect with ePlus on LinkedIn, Facebook, and Instagram.

ePlus®, Where Technology Means More®, and ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries. The names of other companies, products, and services mentioned herein may be the trademarks of their respective owners.

Forward-Looking Statements

This press release contains information about ePlus’ future expectations, plans and prospects that are not historical facts and may be deemed to be “forward-looking statements.”  Actual and anticipated future results may vary materially due to certain risks and uncertainties. Certain risks and uncertainties that may affect such “forward-looking statements” are detailed in our reports filed with the Securities and Exchange Commission, especially under the heading “Risk Factors”.  All information set forth in this press release is current as of the date of this release and ePlus expressly disclaims any duty or obligation to update this information, except as may be required by law.

Contact:

Kleyton Parkhurst, SVP

ePlus inc.

kparkhurst@eplus.com

703-984-8150

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