Sec Form 4 Filing - BOWEN BRUCE M @ EPLUS INC - 2023-12-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BOWEN BRUCE M 2. Issuer Name and Ticker or Trading Symbol EPLUS INC [ PLUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EPLUS INC., 13595 DULLES TECHNOLOGY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2023 (Street) HERNDON, VA20171-3413 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/29/2023 J 2,531 D $ 0 2,379 D ( 1 ) Common Stock 12/29/2023 J 2,531 A $ 0 12,258 I ( 1 ) By Bruce Montague Bowen Trust Common Stock 12/29/2023 G 2,500 D $ 0 9,758 I By Bruce Montague Bowen Trust ( 2 ) Common Stock 12/29/2023 G 2,500 D $ 0 10,700 I By Bowen Holdings LLC ( 3 ) Common Stock 01/02/2024 A 268 ( 4 ) A $ 0 2,647 D Common Stock 2,084 I By Elizabeth Dederich Bowen Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 BOWEN BRUCE M C/O EPLUS INC. 13595 DULLES TECHNOLOGY DRIVE HERNDON, VA20171-3413 X Signatures /s/ Bruce M. Bowen 01/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 29, 2023, the reporting person transferred 2,531 shares of ePlus inc. common stock from an account owned by the reporting person to the Bruce Montague Bowen Trust for no consideration. The reporting person is trustee of the trust, and the reporting person is the sole beneficiary of the trust. The reporting person remains the beneficial owner of the securities held by the trust. ( 2 )Ownership has been updated to reflect the transfer of 2,500 shares of common stock from the Bruce Montague Bowen Trust into a charitable donor advised fund. ( 3 )Ownership has been updated to reflect the transfer of 2,500 shares of common stock from Bowen Holdings LLC into a charitable donor advised fund. ( 4 )On January 2, 2024, the reporting person was issued 268 shares of common stock (the "Shares"). The Shares were issued pursuant to the reporting person's election to receive the Shares in lieu of cash compensation as permitted under the ePlus' 2017 Non-Employee Director Long Term Incentive Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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