CDW (NASDAQ: CDW) adds $1B to stock buyback authorization
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CDW Corporation announced that its Board of Directors has authorized a $1 billion increase to the company’s share repurchase program. This allows CDW to buy back additional shares of its common stock in the open market, through private deals, or via other permitted transactions.
The new authorization is incremental to approximately $484 million that remained under the prior repurchase program as of March 31, 2026, giving CDW significant capacity to return cash to stockholders. The company notes that repurchases are discretionary and may be modified, suspended, or discontinued at any time based on market conditions and other factors.
Positive
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Negative
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Insights
CDW expands discretionary stock buyback capacity by $1 billion.
CDW has increased its share repurchase authorization by $1 billion, on top of about $484 million previously available. This boosts total authorized capacity and signals an ongoing focus on share repurchases alongside dividends, strategic M&A, and balance sheet management.
Management highlights that since its IPO in June 2013 the company has returned about $8.4 billion to stockholders through repurchases and dividends. Actual future buybacks will depend on price, regulatory requirements, capital availability, and other market conditions, as the program remains fully discretionary and can be changed or halted.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Share repurchase increase: $1 billion
Remaining prior authorization: approximately $484 million
Capital returned since IPO: approximately $8.4 billion
+1 more
4 metrics
Share repurchase increase
$1 billion
New authorization added to existing buyback program
Remaining prior authorization
approximately $484 million
Unused under previous repurchase program as of March 31, 2026
Capital returned since IPO
approximately $8.4 billion
Returned to stockholders via repurchases and dividends since June 2013 IPO
Years delivering value
over 40 years
Company cites delivering value to customers and partners for over 40 years
Key Terms
share repurchase program, capital allocation, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more
5 terms
capital allocation financial
"Share repurchases represent an important component of our capital allocation priorities"
Capital allocation is the process of deciding how a company or individual uses their money to grow, pay bills, save, or invest. It matters because good decisions can help build wealth and ensure resources are used wisely, while poor choices can limit growth or cause financial problems. Think of it like managing your allowance—deciding whether to spend, save, or invest to meet your goals.
forward-looking statements regulatory
"Statements in this release that are not statements of historical fact are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995"
Nasdaq Global Select Market market
"Common stock, par value $0.01 per share | CDW | Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2026
______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (847) 465-6000
None
(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:
| 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 Act:
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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. ☐
Item 7.01. Regulation FD Disclosure.
In connection with the approval of the share repurchase program (as described below), CDW Corporation (the “Company”) issued a press release on May 13, 2026, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference in Item 7.01 of this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01 (and the related information in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
Share Repurchase Program
The Company’s Board of Directors authorized a $1 billion increase to the Company’s share repurchase program under which the Company may repurchase shares of its common stock in the open market or through privately negotiated or other transactions. The timing and amounts of any purchases will be based on market conditions and other factors including but not limited to price, regulatory requirements, and capital availability. The increase to the share repurchase program is effective immediately and is incremental to the approximately $484 million unused in the repurchase program as of March 31, 2026. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of its shares, and repurchases may be modified, suspended, or discontinued from time to time without prior notice.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
99.1 | Press release dated May 13, 2026, announcing share repurchase program increase. | |||||||
| 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.
| CDW CORPORATION | ||||||||||||||
| Date: | May 13, 2026 | By: | /s/ Albert J. Miralles | |||||||||||
| Albert J. Miralles | ||||||||||||||
| Chief Financial Officer and Executive Vice President, Enterprise Business Operations | ||||||||||||||
EXHIBIT 99.1
CDW Authorizes $1 Billion Share Repurchase Program Increase
Reinforces Ongoing Commitment to Delivering Value to Stockholders
VERNON HILLS, Ill., May 13, 2026-- CDW Corporation (Nasdaq: CDW) announced today that its Board of Directors has authorized a $1 billion increase to the Company’s share repurchase program.
"Share repurchases represent an important component of our capital allocation priorities, along with dividends, strategic M&A, and managing our capital structure." said Albert J. Miralles, chief financial officer, CDW. "Since our IPO in June 2013 we have returned approximately $8.4 billion to stockholders through share repurchases and dividends. Our capital allocation strategy has enabled us to deliver value to our stockholders, just as we have delivered value to our customers and partners for over 40 years."
Future share repurchase authorizations will be at the discretion of and subject to approval by CDW's Board of Directors. The $1 billion authorization is incremental to the approximately $484 million remaining from the previous repurchase program as of March 31, 2026. Share repurchases under the program will be made from time to time in private transactions, open market purchases, or other transactions as permitted by securities laws and other legal requirements. The timing and amounts of any purchases will be based on market conditions and other factors including but not limited to price, regulatory requirements, and capital availability. The program does not require the purchase of any minimum dollar amount or number of shares and the program may be modified, suspended, or discontinued at any time.
About CDW
CDW Corporation (Nasdaq: CDW) is a leading multi-brand provider of information technology solutions to business, government, education, and healthcare customers in the United States, the United Kingdom, and Canada. A Fortune 500 company and member of the S&P 500 Index, CDW helps its customers to navigate an increasingly complex IT market and maximize return on their technology investments. For more information about CDW, please visit www.CDW.com.
Forward-Looking Statements
Statements in this release that are not statements of historical fact are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the future dividends, share repurchases, earnings power, capital allocation, leverage ratio, cash flows, and other strategic plans of CDW. These forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those described in such statements. Although CDW believes that its plans, intentions, and other expectations reflected in or suggested by such forward-looking statements are reasonable, it can give no assurance that it will achieve those plans, intentions, or expectations. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions "Forward-Looking Statements" and "Risk Factors" in CDW's Annual Report on Form 10-K for the year ended December 31, 2025, and in CDW's subsequent filings with the Securities and Exchange Commission. CDW undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
| Investor Inquiries | Media Inquiries | ||||
| Steven O’Brien | Kelly Caraher | ||||
| Senior Vice President, Investor Relations | Director, Corporate Communications | ||||
| (847) 968-0238 | (847) 968-0729 | ||||
| investorrelations@cdw.com | mediarelations@cdw.com | ||||
FAQ
How much total repurchase capacity does CDW (CDW) now have?
CDW added a $1 billion authorization that is incremental to approximately $484 million remaining from its previous repurchase program as of March 31, 2026. Together, this provides significant potential capacity for future discretionary share repurchases.
Is CDW required to repurchase a specific amount of stock under this program?
No. CDW’s share repurchase program does not require any minimum dollar amount or number of shares to be repurchased. The company may modify, suspend, or discontinue repurchases at any time based on market conditions and other factors.
How has CDW (CDW) historically returned capital to stockholders?
Since its IPO in June 2013, CDW reports having returned approximately $8.4 billion to stockholders through share repurchases and dividends. Management describes buybacks as one element of a broader capital allocation strategy that also includes dividends and strategic M&A.