CDW Corp (CDW) grants shares to executive, withholds stock for taxes

Rhea-AI Filing Summary

CDW Corp executive Frederick J. Kulevich reported equity compensation activity. On February 13, 2026, he acquired 2,812.33 shares of common stock at no cost from the vesting of previously granted performance shares.

On the same date, 1,296.60 shares were disposed of back to the issuer at $126.86 per share to cover taxes owed on that vesting. After these transactions, he directly held 37,399.81 shares of CDW common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KULEVICH FREDERICK J.

(Last) (First) (Middle)

C/O CDW CORPORATION

200 N MILWAUKEE AVE

(Street)

VERNON HILLS IL 60061

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CDW Corp [ CDW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	02/13/2026		A		2,812.33(1)	A	$0	38,696.41	D
Common Stock, par value $0.01	02/13/2026		D		1,296.6(2)	D	$126.86	37,399.81	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares acquired upon the vesting of performance shares previously granted to the reporting person.

2. Represents shares withheld to cover taxes incurred in connection with the vesting of performance shares.

Remarks:

Chief Legal Officer, EVP, Risk and Compliance, and Corporate Secretary

	/s/ Debra Wasserman, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the latest CDW (CDW) Form 4 filing report?

The Form 4 shows CDW executive Frederick J. Kulevich receiving vested performance shares and having some shares withheld for taxes. It documents equity compensation activity rather than an open-market stock purchase or sale, with all transactions occurring on February 13, 2026.

How many CDW shares did Frederick J. Kulevich acquire in this Form 4?

He acquired 2,812.33 CDW common shares through the vesting of previously granted performance shares. These shares were received at no cash cost to him, reflecting the settlement of long-term incentive awards into actual stock on February 13, 2026.

Why were some CDW shares disposed of in the reported transactions?

The filing states that 1,296.60 CDW shares were withheld and disposed of back to the issuer to cover taxes arising from the vesting of performance shares. This is a common mechanism to satisfy tax obligations without the insider paying cash.

At what price were CDW shares disposed of for tax withholding?

The 1,296.60 shares withheld for taxes were disposed of at $126.86 per share. This price is used to calculate the value of shares surrendered to the issuer to satisfy the tax liabilities triggered by the equity award vesting event.

How many CDW shares does Frederick J. Kulevich own after these transactions?

After the acquisition and tax withholding disposition, Frederick J. Kulevich directly owns 37,399.81 CDW common shares. This total reflects his updated beneficial ownership following the vesting of performance shares and the related share surrender to cover taxes.

Were these CDW Form 4 transactions open-market buys or sells?

No. The Form 4 describes an equity award vesting and related tax withholding, not open-market trading. Shares were granted from vesting performance awards and some were returned to the issuer at a stated price to satisfy tax obligations.