EPLUS INC

Under our 2021 Employee Long-Term Incentive Plan (“2021 Employee LTIP”), the Compensation Committee has the authority to award various forms of long-term incentive compensation grants, such as cash awards, stock options, restricted stock awards, restricted stock units, and performance stock units. The Compensation Committee’s objectives for the fiscal year 2026 long-term equity-based and cash incentive awards to our NEOs were to focus executives on long-term, profitable growth and shareholder value creation linked to the Company’s long-term strategic plan, and to promote the retention of our executives through multi-year vesting requirements.

Mr. Marron makes recommendations to the Compensation Committee for cash and equity grants with regard to the other NEOs; however, the Compensation Committee deliberates and reaches its own decision regarding grants to all NEOs, including Mr. Marron, who does not participate in any deliberations or votes regarding his own compensation. When determining the level of the grant, the Compensation Committee considers each NEO’s functional and enterprise management responsibilities, contributions to the Company’s profitability and growth, the value of prior long-term incentive grants and other non-cash and cash compensation, regular analysis of how the Company performed on multiple financial metrics as compared to certain peers, information from our independent compensation consultant, and each executive’s total compensation, including cash compensation. However, the Compensation Committee does not use a formula or assign a particular weight to any given factor in determining equity award grant levels. Rather, the Compensation Committee’s determination of grant levels is subjective and informed by relevant data, information and market practices, and the Compensation Committee grants awards that are intended to deliver compensation to the executive at the target performance level (subject to actual performance and irrespective of accounting and tax implications) and in its judgment are reasonably competitive.

The Compensation Committee believes that restricted stock and performance stock unit awards help to create incentives for performance and further align the interests of executives with those of shareholders because the award’s value increases or decreases in conjunction with the Company’s stock price. The Compensation Committee has historically granted long-term cash performance awards, including in 2026, with the award’s value tied to operating metrics that drive-long term shareholder value in order to align the interests of executives with those of shareholders. The Compensation Committee believes that granting awards with multi-year vesting periods creates a substantial retention incentive and encourages the NEOs to focus on the Company’s long-term business objectives and stock performance. All outstanding restricted shares vesting for, or granted to, executive officers and other employees during the fiscal year ended March 31, 2026, vest over a three-year period. Cash dividends paid on the Company’s common stock are paid to the holder if and when the stock vests.

After conducting the process described above for fiscal year 2026, the Compensation Committee elected to provide the NEOs with a combination of long-term incentive vehicles, including time-based restricted stock (to each NEO) as well as performance-based stock units and long-term cash performance awards (to each NEO except Ms. Stoecker), which are consistent with the award types granted to the NEOs for fiscal 2025.

(1) “Adjusted EBITDA” is defined as net earnings from continuing operations calculated in accordance with GAAP, adjusted for interest expense, depreciation and amortization, share-based compensation, acquisition related expenses, provision for income taxes, interest and other income (expense).

(2) “Adjusted Gross Billings” is defined as technology business net sales from continuing operations calculated in accordance with GAAP, adjusted to exclude the costs incurred related to sales of third-party maintenance, software assurance, subscription/SaaS licenses, and services.

The performance metrics for the performance stock units and long-term cash performance awards granted, and the relative weight of each metric for fiscal year 2026 and fiscal year 2025, are set forth in the tables below.

The Compensation Committee believes that NEO compensation should be aligned with long-term, profitable growth and shareholder value creation. Accordingly, and as shown above, beginning with the fiscal 2026 awards, the Compensation Committee changed the financial measures underlying the Company’s performance stock units and long-term cash performance awards to better align with this long-term strategy by linking NEO compensation to growth in Adjusted EBITDA and Adjusted Gross Billings (replacing growth in operating income and net sales). Adjusted EBITDA and Adjusted Gross Billings have become some of our key metrics to gain insight into our operating performance and performance trends. We believe these financial metrics are the most useful measures to focus our NEOs on long-term shareholder value, with Adjusted EBITDA incentivizing NEOs to generate revenue and control costs and Adjusted Gross Billings incentivizing NEOs to increase our volume of business.

In reviewing the competitiveness of the compensation package provided to the NEOs, it was determined that in order to maintain the competitiveness and attractiveness of the compensation package, total target compensation should be increased, primarily through increases to performance-based equity awards (performance based-stock units) and to a lesser extent through increases to long-term cash awards (cash performance awards). These vehicles focus NEOs on driving long-term profitable growth and achieving key financial, operational and strategic metrics that are intended to generate long-term value creation for our shareholders. The target values of the time-based restricted stock awards and long-term cash performance awards for fiscal 2026 were consistent with the target levels provided for fiscal 2025 for both. The target values of the performance stock units for fiscal 2026, relative to fiscal 2025, were as follows:

The table below shows the long-term incentive award values granted (at the target level of performance) for fiscal year 2026 for each of the NEOs:

The threshold and escalator for the Relative TSR Metric of the Performance Stock Units are as follows:

Vested Long-Term Cash Performance Awards and Performance Stock Units

(Performance Period April 1, 2023 – March 31, 2026)

Our Compensation Committee granted long-term cash performance awards and performance stock units in fiscal year 2024 that pay out based on specific pre-established performance goals. The performance metrics for the fiscal year 2024 long-term cash awards were growth in operating income (50% of award) and growth in net sales (50% of award). The performance metrics for the fiscal year 2024 performance stock units were growth in operating income (45% of award), growth in net sales (45% of award) and relative total shareholder return (10% of award). For each award, performance was measured over the three-fiscal-year performance period ending March 31, 2026. After the conclusion of the fiscal year ended March 31, 2026, the Compensation Committee determined that the financial objectives for each award type for the performance period of April 1, 2023, through March 31, 2026, were achieved at the levels indicated in the table below, generating the indicated payouts under these long-term awards. There were no waivers or modifications to any specified performance targets, goals, or conditions with respect to the award agreements. The achievement of the financial performance goals for both the 2024-2026 long-term cash awards and the 2024-2026 performance stock units are set forth below.

• Performance metric only applicable to the 2024-2026 Performance Stock Units.

The following table details the payments earned during the three-fiscal-year periods ended March 31, 2026, and March 31, 2025, respectively, (but paid in the subsequent fiscal year) for each NEO.

• The payments earned during the 2025 fiscal year were adjusted to reflect the amount of erroneously awarded compensation recovered by the Company under the Recoupment Policy. See “Recovery of Erroneously Awarded Compensation” for more information.

More information about the long-term incentive awards granted to each NEO in fiscal year 2026 are set forth in “2026 Grants of Plan-Based Awards Table.”

CEO Compensation

The Compensation Committee determines compensation for our CEO using generally the same criteria it uses for other executive officers.