Item 2. Unregistered Sales of Equity Securities
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The following table provides information regarding our purchases of common stock during the three months ended September 30, 2023.
Period
Total
number of shares purchased (1)
Average
price paid per share
Total number of
shares purchased
as part of publicly
announced plans or
programs
Maximum number
of shares that may
yet be purchased
under the plans or
programs (2)
July 1, 2023 through July 31, 2023
8,599
$
57.62
8,599
985,725
Aug 1, 2023 through Aug 31, 2023
2,500
$
58.05
2,500
983,225
Sep 1, 2023 through Sep 30, 2023
4,482
$
63.31
4,482
978,743
Total
15,581
15,581
(1)
All shares were acquired in open-market purchases.
(2)
The amounts presented in this column are the remaining number of shares that may be repurchased after repurchases during the month. As of May 27, 2023, the authorization under the then-existing share repurchase plan expired. On March
22, 2023, our board of directors authorized the repurchase of up to 1,000,000 shares of our outstanding common stock, over a 12-month period beginning May 28, 2023.
The timing and expiration date of the current stock repurchase authorizations are included in Note 11 , “Stockholders’ Equity” to our
unaudited consolidated financial statements included elsewhere in this report.
Item 3.
DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
49
Table of Contents
Item 4.
MINE SAFETY DISCLOSURES
Not Applicable.
Item 5.
OTHER INFORMATION
Insider Trading Arrangements and Policies
During the three months ended September 30, 2023, none of our directors or officers (as defined in
Rule 16a-1 under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 105b-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K), except the following Rule 10b5-1
trading arrangements adopted that are intended to satisfy the affirmative defense of Rule 10b5-1(c):
Name
Title
Adoption date
Duration (a)
Aggregate number of shares to be sold
Darren Raiguel
Chief Operating Officer and President of ePlus Technology, inc.
August 22, 2023
August 22, 2023-November 19, 2024
20,000
Elaine Marion
Chief Financial Officer
September 14, 2023
September 14, 2023 - December 15, 2024
20,000
a)
Subject to compliance with Rule 10b5-1, duration could cease earlier than the final date shown above to the extent that the aggregate number of shares to be sold under the trading arrangement have been
sold and trading may not begin on the first date of the duration.
Additionally, certain of our executive officers may participate in employee
stock purchase plans that have been designed to comply with Rule 10b5-1(c) under the Exchange Act.
Item 6.
EXHIBITS
Exhibit
Number
Exhibit Description
3.1
e Plus inc. Amended and Restated Certificate of Incorporation, as last amended September 18, 2023
3.2
Amended and Restated Bylaws of e Plus inc., as of March 2, 2022. (Incorporated herein by reference to Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2022).
31.1
Certification of the Chief Executive Officer of e Plus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
31.2
Certification of the Chief Financial Officer of e Plus inc. pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a).
32
Certification of the Chief Executive Officer and Chief Financial Officer of e Plus inc. pursuant to 18 U.S.C. § 1350.
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Exhibit 101 Inline XBRL document)
50
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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 thereunto duly authorized.
e Plus inc.
Date: November 7, 2023
/s/ MARK P. MARRON
By: Mark P. Marron
Chief Executive Officer and President
(Principal Executive Officer)
Date: November 7, 2023
/s/ ELAINE D. MARION
By: Elaine D. Marion
Chief Financial Officer
(Principal Financial Officer)
51
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.