CDW Corp to issue $1.5B in senior notes

Rhea-AI Filing Summary

CDW Corp (CDW) reports that its subsidiaries CDW LLC and CDW Finance Corporation entered into an underwriting agreement on September 14, 2026 to issue and sell $600 million of 5.700% Senior Notes due 2029, $500 million of 6.100% Senior Notes due 2032, and $400 million of 6.350% Senior Notes due 2033 in a registered public offering.

The notes will be fully and unconditionally guaranteed by CDW Corp and sold to underwriters led by BofA Securities, J.P. Morgan Securities, Mizuho Securities USA, and Wells Fargo Securities. The offering is expected to close on September 21, 2026, subject to customary closing conditions, under an effective automatic shelf registration statement on Form S-3ASR.

Filing Explained

This is a debt financing rather than a disclosed common-stock issuance: if completed, the agreed senior notes would add borrowing obligations for CDW’s subsidiaries, with CDW Corporation guaranteeing them, while the offering remains subject to closing conditions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2029 Notes principal: $600,000,000 2032 Notes principal: $500,000,000 2033 Notes principal: $400,000,000 +5 more

8 metrics

2029 Notes principal $600,000,000 Aggregate principal amount of 5.700% Senior Notes due 2029

2032 Notes principal $500,000,000 Aggregate principal amount of 6.100% Senior Notes due 2032

2033 Notes principal $400,000,000 Aggregate principal amount of 6.350% Senior Notes due 2033

Total notes issued $1,500,000,000 Combined aggregate principal amount of all three Senior Notes tranches

Coupon rate 2029 Notes 5.700% Interest rate on Senior Notes due 2029

Coupon rate 2032 Notes 6.100% Interest rate on Senior Notes due 2032

Coupon rate 2033 Notes 6.350% Interest rate on Senior Notes due 2033

Expected closing date September 21, 2026 Expected closing of the Senior Notes offering

Key Terms

Underwriting Agreement, Senior Notes, Registration Statement on Form S-3ASR, preliminary prospectus supplement, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) among the Co-Issuers"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Senior Notes financial

"aggregate principal amount of 5.700% Senior Notes due 2029"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Registration Statement on Form S-3ASR regulatory

"being made pursuant to (i) an effective Registration Statement on Form S-3ASR"

A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.

preliminary prospectus supplement financial

"a related preliminary prospectus supplement dated September 14, 2026"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

free writing prospectus regulatory

"and (iii) a free writing prospectus dated September 14, 2026"

A free writing prospectus is any written communication about a public securities offering that supplements the formal registration document and is delivered to potential investors without being filed in full in the official registration statement. It matters because it can include up-to-the-minute details, risks, or projections that affect how investors value the offering—think of it as a real-time update or flyer that adds important context beyond the static, formal brochure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt securities is CDW (CDW) issuing in this 8-K announcement?

CDW’s subsidiaries agreed to issue $600 million of 5.700% Senior Notes due 2029, $500 million of 6.100% Senior Notes due 2032, and $400 million of 6.350% Senior Notes due 2033 in a registered public offering guaranteed by CDW Corp.

What is the total size of the new senior notes offering by CDW (CDW)?

The offering covers an aggregate principal amount of $1.5 billion of Senior Notes, consisting of three tranches maturing in 2029, 2032, and 2033, each with fixed interest rates between 5.700% and 6.350%.

When is CDW’s new senior notes offering expected to close?

The offering of CDW’s new Senior Notes is expected to close on September 21, 2026, subject to customary closing conditions under the underwriting agreement.

Who are the co-issuers and guarantor of CDW (CDW) senior notes?

The co-issuers are CDW LLC and CDW Finance Corporation, and the notes will be fully and unconditionally guaranteed by CDW Corporation as guarantor under the underwriting agreement.

Under what registration statement is CDW (CDW) offering these senior notes?

The senior notes offering is being made under an effective Registration Statement on Form S-3ASR, including a base prospectus dated February 23, 2026, a preliminary prospectus supplement dated September 14, 2026, and a related free writing prospectus.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 04:48 PM Accepted by SEC EDGAR 09/15/2026 - 04:47 PM Learn about SEC filing dates

CDW Corp false 0001402057 0001402057 2026-09-14 2026-09-14

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): September 14, 2026

CDW CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35985		26-0273989
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 N. Milwaukee Avenue Vernon Hills, Illinois		60061
(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		CDW		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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement.

On September 14, 2026, CDW LLC (“CDW”) and CDW Finance Corporation (“CDW Finance” and, together with CDW, the “Co-Issuers”) entered into an underwriting agreement (the “Underwriting Agreement”) among the Co-Issuers, CDW Corporation, as guarantor (the “Company”), and BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Co-Issuers agreed to issue and sell to the Underwriters $600,000,000 aggregate principal amount of 5.700% Senior Notes due 2029 (the “2029 Notes”), $500,000,000 aggregate principal amount of 6.100% Senior Notes due 2032 (the “2032 Notes”), and $400,000,000 aggregate principal amount of 6.350% Senior Notes due 2033 (the “2033 Notes” and, together with the 2029 Notes and the 2032 Notes, the “Notes”) in a registered public offering (the “Offering”). The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Co-Issuers and the Company, on the one hand, and the Underwriters, on the other hand, have agreed to indemnify each other against certain liabilities. The Offering is expected to close on September 21, 2026, subject to customary closing conditions.

The Offering is being made pursuant to (i) an effective Registration Statement on Form S-3ASR, as amended (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2026 (File No. 333-293652), including a related base prospectus dated February 23, 2026, (ii) a related preliminary prospectus supplement dated September 14, 2026 filed with the SEC on September 14, 2026 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, and (iii) a free writing prospectus dated September 14, 2026.

The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement. The Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference and is to be incorporated in its entirety into the Registration Statement.

This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of September 14, 2026, by and among the Co-Issuers, the Company, as guarantor, and the Underwriters.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain information in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

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: September 15, 2026				By:		/s/ Albert J. Miralles
						Albert J. Miralles Chief Financial Officer and Executive Vice President, Enterprise Business Operations

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 212.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB