8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 30, 2025

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. ☐

EXPLANATORY NOTE

On June 30, 2025, ePlus inc., a Delaware corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) disclosing that the Company had completed the sale of 100% of the membership interests of Expo Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“HoldCo”), thereby selling the Company’s domestic subsidiaries comprising the majority of the Company’s financing business segment, to Marlin Leasing Corporation, a Delaware corporation (“Buyer”), pursuant to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated June 20, 2025, by and among Buyer, the Company and HoldCo (the “Transaction”).

This Amendment No. 1 to the Original Report (this “Amendment”) is being filed for the purpose of satisfying the Company’s undertaking to file the pro forma financial information required by Item 9.01 of Form 8-K, and this Amendment should be read in conjunction with the Original Report. Except as set forth herein, no modifications have been made to the information contained in the Original Report.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

Attached as Exhibit 99.2 hereto and incorporated by reference is the unaudited pro forma financial information of the Company giving effect to the Transaction.

Cautionary Language Concerning Forward-Looking Statements

This Amendment contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates,” and other similar words or expressions, or the negative thereof, generally can be used to help identify these forward-looking statements. Examples of forward-looking statements include statements relating to the anticipated benefits of the Transaction, which is subject to a number of post-closing adjustments; our ability to earn and/or receive the holdback premium and earn-out payments, if any; and any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on expectations and assumptions that we believe to be reasonable when made, but that may not prove to be accurate. Forward-looking statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are risks related to general conditions in the economy and our industry, including those due to regulatory changes, the post-closing performance of HoldCo and related entities, as operated by Buyer after the closing, and other important factors disclosed previously and from time to time in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Current Reports on Form 8-K.

All information set forth in this Amendment is current as of the date of this release and the Company undertakes no duty or obligation to update this information either as a result of new information, future events or otherwise, except as required by applicable U.S. securities law.

(d) Exhibits

Exhibit No.	Description
99.2	Unaudited Pro Forma Financial Information of ePlus inc.
104	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.

	ePlus inc.
	By: /s/ Elaine D. Marion
	Elaine D. Marion
	Chief Financial Officer
Date: July 7, 2025

EX-99.2

Exhibit 99.2

Unaudited Pro Forma Condensed Consolidated Financial Information

Sale of HoldCo

On June 30, 2025, ePlus inc. (“we”, “our”, “us”, or “ePlus”) completed (the “Closing”) the previously announced sale of Expo Holdings, LLC (“HoldCo”), a wholly-owned subsidiary of ePlus, thereby selling ePlus’ domestic subsidiaries comprising the majority of our financing business segment (the “Financing Business”), to Marlin Leasing Corporation (d/b/a PEAC Solutions) (the “Buyer” and such transaction being the “Transaction”).

We completed the Transaction pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”) dated June 20, 2025, between Marlin Lease Corporation, ePlus and HoldCo. In the Transaction, the Buyer paid initial consideration of approximately $180.1 million in cash to us, which amount was the sum of (i) the estimated book value of HoldCo as of March 31, 2025, plus (ii) a closing premium payment of approximately $2.4 million and less (iii) unpaid transaction expenses as of immediately prior to the Closing (together, the “Initial Consideration”). The Initial Consideration is subject to a customary post-Closing adjustment process based on the book value of the assets associated with HoldCo as of the effective time of the Closing (as adjusted, the “Purchase Price”). In addition to the Purchase Price, we may earn and receive Holdback Premium (as defined below) payments and two different types of Earn-Out (as defined below) payments based on the post-Closing performance of the HoldCo Group (as defined below), as operated by the Buyer.

The Financing Business, which provides financing of information technology equipment, software and related services, is conducted by certain direct and indirect subsidiaries of ePlus (the “Operating Subsidiaries”), including ePlus Group, inc. and ePlus Government, inc., each a Commonwealth of Virginia corporation and a wholly-owned subsidiary of ePlus. In order to sell the business to the Buyer in the Transaction, we conducted an internal reorganization (the “Reorganization”) whereby ownership of the Operating Subsidiaries was transferred to HoldCo. Additionally, ownership of certain subsidiaries of the Operating Subsidiaries was transferred from the Operating Subsidiaries to ePlus. The resulting group of HoldCo and its subsidiaries is referred to as the “HoldCo Group”.

Upon the Closing of the Transaction, the Buyer purchased 100% of the membership interests of HoldCo from us, thereby purchasing our domestic subsidiaries comprising the majority of the Financing Business. In connection with the Transaction and the Purchase Agreement, we entered into a transition services agreement with the Buyer, pursuant to which the Buyer and us will provide certain transition services to us and the Buyer, respectively, on a post-Closing basis.

We may receive aggregate post-Closing cash payments of up to $3.0 million (the “Holdback Premium”) based on the achievement of customer lease receivable originations targets by HoldCo (i) from the Closing Date to the 18-month anniversary of the Closing Date and (ii) from the 18-month anniversary of the Closing Date to the 30-month anniversary of the Closing Date.

The two types of earn-out payments that are potentially payable to us are based on (i) the volume of originations of certain types of lease receivables (the “Lease Originations Earn-Out”) and (ii) the profitability of certain lease receivables originated either to U.S. federal governmental entities or for which a prime contractor acting on behalf of a government entity is the obligor  (the “Transaction Gains Earn-Out,” and together with the Lease Originations Earn-Out, the “Earn-Outs”). Each of the Earn-Outs will be measured for each of the first three consecutive twelve-month periods following the Closing. The Lease Originations Earn-Out is capped at $10.0 million in aggregate for all three post-Closing years. The Transaction Gains Earn-Out does not have a maximum cap.

The following unaudited pro forma consolidated financial statements are presented based on the Initial Consideration. Pursuant to the Purchase Agreement, the Initial Consideration is subject to a customary post-Closing adjustment process based on the book value of the assets associated with HoldCo as of the effective time of the Closing (the “Post-Closing Adjustment”). Additionally, as described in the accompanying notes to the following unaudited pro forma consolidated financial statements, we have made a number of preliminary estimates in preparing and presenting the pro forma financial information and our final accounting and actual results may differ materially from these preliminary estimates. We undertake no obligation to update the following unaudited pro forma consolidated financial statements at a future date for any reason, including when the Post-Closing Adjustment is finalized, upon the occurrence of future events or when we finalize the preliminary estimates for the matters discussed in the notes to the unaudited pro forma consolidated financial statements.

Basis of presentation

The following unaudited pro forma consolidated financial statements were derived from our historical consolidated financial statements, which were prepared in accordance with United States generally accepted accounting principles (“US GAAP”). The pro forma statements should be read in conjunction with our historical consolidated financial statements, the accompanying notes to those financial statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended March 31, 2025 filed with the Securities and Exchange Commission on May 22, 2025.

Beginning with the quarter ending June 30, 2025, the historical results of HoldCo will be reflected in our consolidated financial statements as discontinued operations.

The unaudited pro forma statements of income have been prepared as if the Transaction occurred on April 1, 2022 and the unaudited balance sheet has been prepared as if the Transaction occurred on March 31, 2025.

The “HoldCo Discontinued Operations” columns in the unaudited pro forma consolidated financial statements were derived from our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2025.

We believe that the adjustments included within the “HoldCo Discontinued Operations” columns of the unaudited pro forma consolidated financial statements are consistent with the guidance for discontinued operations under US GAAP. Our current estimates are preliminary and could change as we finalize our accounting for discontinued operations, which will be reported in future filings. Our adjustments did not include any allocation of our corporate costs or other costs that did not transfer to HoldCo upon disposition. Our adjustments also do not include any fees that may be earned or incurred under the transition services agreement as we are unable to forecast the fees that may be due or payable under this agreement.

The unaudited pro forma condensed consolidated financial statements are presented based on assumptions, adjustments, and currently available information and are intended for illustrative and informational purposes only. The unaudited pro forma condensed consolidated financial statements are not intended to reflect or be necessarily indicative of what our results of operations or financial condition would have been had the divestiture been completed on the dates assumed. In addition, it is not necessarily indicative of our future results of operations or financial condition. Actual adjustments may differ materially from the information presented.

ePlus inc. and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheets

As of March 31, 2025

(in thousands, except per share amounts)

	As Reported			HoldCo Discontinued Operations {a}			Proforma Adjustments				Pro Forma Continuing Operations
ASSETS
Current assets:
Cash and cash equivalents	$	389,375		$	-		$	153,590		{b}	$	542,965
Accounts receivable—trade, net		517,114			(189	)		-				516,925
Accounts receivable—other, net		53,803			(34,421	)		-				19,382
Inventories		120,440			-			-				120,440
Financing receivables—net, current		169,025			(168,392	)		-				633
Deferred costs		66,769			-			-				66,769
Other current assets		47,264			(19,397	)		(2,173	)	{c}		25,694
Total current assets		1,363,790			(222,399	)		151,417				1,292,808
Financing receivables and operating leases—net		127,518			(126,408	)		-				1,110
Deferred tax asset		3,658			-			-				3,658
Property, equipment, and other assets—net		104,974			(7,427	)		10,138		{d}		107,685
Goodwill		202,858			-			-				202,858
Other intangible assets—net		82,007			-			-				82,007
TOTAL ASSETS	$	1,884,805		$	(356,234	)	$	161,555			$	1,690,126
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities:
Accounts payable	$	451,734		$	(141,135	)	$	-			$	310,599
Accounts payable—floor plan		89,527			-			-				89,527
Salaries and commissions payable		45,031			(2,812	)		-				42,219
Deferred revenue		152,780			(149	)		-				152,631
Non-recourse notes payable—current		27,456			(27,456	)		-				-
Other current liabilities		31,355			(8,892	)		219		{e}		22,682
Total current liabilities		797,883			(180,444	)		219				617,658
Non-recourse notes payable - long-term		11,317			(11,317	)		-				-
Deferred tax liability—long-term		1,454			(7,637	)		-				(6,183	)
Other liabilities		96,528			(1,229	)		-				95,299
TOTAL LIABILITIES		907,182			(200,627	)		219				706,774
COMMITMENTS AND CONTINGENCIES		-			-			-				-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 per share par value; 2,000 shares authorized; none outstanding		-			-			-				-
Common stock, $0.01 per share par value; 50,000 shares authorized; 26,526 outstanding at March 31, 2025		276			-			-				276
Additional paid-in capital		193,698			-			-				193,698
Treasury stock, at cost, 1,056 shares at March 31, 2025		(70,748	)		-			-				(70,748	)
Retained earnings		850,956			-			5,729		{f}		856,685
Accumulated other comprehensive income—foreign currency translation adjustment		3,441			-			-				3,441
Total Stockholders’ Equity		977,623			-			5,729				983,352
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,884,805		$	(200,627	)	$	5,948			$	1,690,126

See notes to unaudited pro forma condensed consolidated financial statements.

ePlus inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Year ended March 31, 2025

(in thousands)

	As Reported		HoldCo Discontinued Operations {g}			Pro Forma Continuing Operations
Net sales
Product	$	1,668,412	$	(59,222	)	$	1,609,190
Services		400,377		-			400,377
Total		2,068,789		(59,222	)		2,009,567
Cost of sales
Product		1,241,115		(5,625	)		1,235,490
Services		258,553		-			258,553
Total		1,499,668		(5,625	)		1,494,043
Gross profit		569,121		(53,597	)		515,524
Selling, general, and administrative		399,744		(14,343	)		385,401
Depreciation and amortization		25,753		-			25,753
Interest and financing costs		2,211		(2,211	)		-
Operating expenses		427,708		(16,554	)		411,154
Operating income		141,413		(37,043	)		104,370
Other income (expense), net		7,426		(988	)		6,438
Earnings before tax		148,839		(38,031	)		110,808
Provision for income taxes		40,861		(9,894	)		30,967
Net earnings from continuing operations	$	107,978	$	(28,137	)	$	79,841
Net earnings from continuing operations per common share—basic	$	4.07	$	(1.06	)	$	3.01
Net earnings from continuing operations per common share—diluted	$	4.05	$	(1.06	)	$	2.99

See notes to unaudited pro forma condensed consolidated financial statements.

ePlus inc. and Subsidiaries

Unaudited Pro Forma Condensed CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended March 31, 2024

(in thousands)

	As Reported		HoldCo Discontinued Operations {g}			Pro Forma Continuing Operations
Net sales
Product	$	1,933,225	$	(48,787	)	$	1,884,438
Services		292,077		-			292,077
Total		2,225,302		(48,787	)		2,176,515
Cost of sales
Product		1,493,293		(6,689	)		1,486,604
Services		181,216		-			181,216
Total		1,674,509		(6,689	)		1,667,820
Gross profit		550,793		(42,098	)		508,695
Selling, general, and administrative		367,734		(12,178	)		355,556
Depreciation and amortization		21,025		(74	)		20,951
Interest and financing costs		3,777		(2,348	)		1,429
Operating expenses		392,536		(14,600	)		377,936
Operating income		158,257		(27,498	)		130,759
Other income (expense), net		2,836		(1,404	)		1,432
Earnings before tax		161,093		(28,902	)		132,191
Provision for income taxes		45,317		(8,247	)		37,070
Net earnings from continuing operations	$	115,776	$	(20,655	)	$	95,121
Net earnings from continuing operations per common share—basic	$	4.35	$	(0.78	)	$	3.57
Net earnings from continuing operations per common share—diluted	$	4.33	$	(0.77	)	$	3.56

See notes to unaudited pro forma condensed consolidated financial statements.

ePlus inc. and Subsidiaries

Unaudited Pro Forma Condensed CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended March 31, 2023

(in thousands)

	As Reported			HoldCo Discontinued Operations {g}			Pro Forma Continuing Operations
Net sales
Product	$	1,803,275		$	(51,614	)	$	1,751,661
Services		264,443			-			264,443
Total		2,067,718			(51,614	)		2,016,104
Cost of sales
Product		1,379,500			(9,110	)		1,370,390
Services		170,694			-			170,694
Total		1,550,194			(9,110	)		1,541,084
Gross profit		517,524			(42,504	)		475,020
Selling, general, and administrative		333,520			(13,621	)		319,899
Depreciation and amortization		13,709			(110	)		13,599
Interest and financing costs		4,133			(1,234	)		2,899
Operating expenses		351,362			(14,965	)		336,397
Operating income		166,162			(27,539	)		138,623
Other income (expense), net		(3,188	)		(2,352	)		(5,540	)
Earnings before tax		162,974			(29,891	)		133,083
Provision for income taxes		43,618			(7,946	)		35,672
Net earnings from continuing operations	$	119,356		$	(21,945	)	$	97,411
Net earnings from continuing operations per common share—basic	$	4.49		$	(0.83	)	$	3.66
Net earnings from continuing operations per common share—diluted	$	4.48		$	(0.82	)	$	3.66

See notes to unaudited pro forma condensed consolidated financial statements.

ePlus inc. and Subsidiaries

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

{a}Reflects the elimination of the assets and liabilities of the HoldCo business that were sold under the terms of the Transaction.

{b} Reflects our estimated net cash proceeds equal to the Initial Consideration of $180.1 million, less cash held by HoldCo on March 31, 2025, of $22.5 million, and less our estimate for transaction expenses incurred during our quarter ended June 30, 2025, of $4.0 million. Our final net cash proceeds may differ materially from the amounts above due to adjustments resulting from the post-Closing adjustment process based on the book value of the assets of HoldCo Group as of June 30, 2025, a difference in the cash held by HoldCo as of June 30, 2025, and changes to our estimate for transaction expenses incurred during our quarter ended June 30, 2025.

{c} Reflects the estimated tax liability associated with the taxable gain from the Transaction, calculated using the historical statutory rates in effect for our year ended March 31, 2025. Our tax liability reduces our prepaid tax balance as of March 31, 2025. Our actual tax liability may differ materially from our estimate for income taxes.

{d} Reflects our preliminary estimate of the fair value of the Holdback Premium and the Earn-Outs. We are conducting a valuation analysis utilizing independent valuation specialists to determine the fair value of the contingent consideration which has not been completed. Our final estimate for the fair value of the Holdback Premium and the Earn-Outs may differ materially from our preliminary estimates.

{e} Reflects the value of certain retention bonuses that are due to be paid to the Buyer.

{f} Reflects the estimated pro forma gain on disposal, which is calculated as the difference between the estimated consideration from the sale of HoldCo and the carrying value of Holdco Group as of March 31, 2025, net of estimated income taxes. The actual gain or loss on disposal, and our estimate of income taxes, will be based on the balance sheet information as of June 30, 2025, and may differ materially from the estimates. The pro forma gain on disposal has not been reflected in the unaudited pro forma condensed consolidated statements of operations as this amount pertains to discontinued operations and does not impact income from continuing operations.

{g}Reflects the elimination of revenues and expenses associated with the business of HoldCo.

XML

Document and Entity Information	Jun. 30, 2025
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	Jun. 30, 2025
Entity File Number	001-34167
Entity Registrant Name	ePlus inc.
Entity Central Index Key	0001022408
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	54-1817218
Entity Address, Address Line One	13595 Dulles Technology Drive
Entity Address, City or Town	Herndon
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20171-3413
City Area Code	703
Local Phone Number	984-8400
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	PLUS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false