Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Marion Elaine D 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 (Last) (First) (Middle) 13595 DULLES TECHNOLOGY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 06/15/2026 (Street) HERNDON, VA 20171-3413 4. If Amendment, Date 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 (City) (State) (Zip) 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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Marion Elaine D 13595 DULLES TECHNOLOGY DRIVE HERNDON, VA 20171-3413			CHIEF FINANCIAL OFFICER

Signatures

/s/ Elaine D. Marion		06/17/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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