{"url_path":"/sec/plus/8-k/2026-02-17/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-17","source_url":"https://www.sec.gov/Archives/edgar/data/1022408/0001022408-26-000021-index.html","accession_number":"0001022408-26-000021","cik":"0001022408","ticker":"PLUS","issuer_name":"EPLUS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022408/0001022408-26-000021-index.html","primary_entity_key":"0001022408","primary_entity_name":"EPLUS INC"},"word_count":248,"has_tables":true,"body_markdown":"Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\n \n\nOn February 17, 2026, the Board of Directors of ePlus inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and\nRestated Bylaws (the “Bylaws”), which became effective the same day. The Bylaw amendments include, among other things:\n\n•\n\nrequiring that the Company provide stockholders with notification of, and an opportunity to\ncure, any deficiency in a stockholder director nomination if the nomination is provided in sufficient time ahead of the submission deadline;\n\n•\n\nadding express authority for the Company’s Board of Directors to pay dividends or make other\ndistributions, subject to the Delaware General Corporation Law;\n\n  \n\n•\n\nexpressly prohibiting a director up for election from serving as an inspector of elections; and\n\n•\n\nmaking certain administrative, modernizing, clarifying and conforming changes, including\nspecifying 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,\nclarifying 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.\n\nThe 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\nof which is filed herewith as Exhibit 3.1 and is incorporated herein by reference\n."}