CDW (NASDAQ: CDW) insider reports routine tax share withholding

Rhea-AI Filing Summary

CDW Corp officer Katherine Elizabeth Sanderson reported a small tax-withholding disposition of 8.22 shares of common stock at $120.74 per share. The shares were withheld to cover taxes on the settlement of a restricted stock unit award under the CDW Corporation Long-Term Incentive Plan, rather than sold in the open market.

After this routine tax-related transaction and the addition of 6.08 dividend-equivalent shares on March 10, 2026, Sanderson directly owns 24,434.22 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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sanderson Katherine Elizabeth

(Last) (First) (Middle)

C/O CDW CORPORATION

200 N MILWAUKEE AVE

(Street)

VERNON HILLS ILLINOIS 60061

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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

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

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

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	03/19/2026		F		8.22(1)	D	$120.74	24,434.22(2)	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 withheld to cover taxes incurred in connection with the settlement of the restricted stock unit award previously granted under the CDW Corporation Long-Term Incentive Plan.

2. This figure has been adjusted to reflect the addition of 6.08 shares, representing dividend equivalent awards on March 10, 2026, which were inadvertently omitted from the Form 4 filed on March 12, 2026.

Remarks:

Chief Human Resources Officer and Executive Vice President, Coworker Success

	/s/ Debra Wasserman, Attorney-in-Fact	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CDW (CDW) report for Katherine Elizabeth Sanderson?

CDW reported that officer Katherine Elizabeth Sanderson had 8.22 shares withheld at $120.74 per share to cover taxes on a restricted stock unit settlement. This was a tax-withholding disposition, not an open-market sale, leaving her overall ownership largely unchanged.

Was the CDW (CDW) Form 4 transaction an open-market sale of shares?

No, the CDW Form 4 shows a tax-withholding disposition, not an open-market sale. 8.22 shares of common stock were withheld to pay taxes due on vesting restricted stock units granted under the company’s Long-Term Incentive Plan.

How many CDW (CDW) shares does Katherine Elizabeth Sanderson own after this Form 4 transaction?

Following the tax-withholding event, Katherine Elizabeth Sanderson directly owns 24,434.22 CDW common shares. This figure includes an adjustment adding 6.08 dividend-equivalent shares credited on March 10, 2026, which had been omitted from an earlier Form 4.

What price per share was used for the CDW (CDW) tax-withholding on March 19, 2026?

The tax-withholding disposition used a price of $120.74 per CDW common share. At that price, 8.22 shares were withheld to satisfy taxes arising from the settlement of previously granted restricted stock units under the Long-Term Incentive Plan.

What do the dividend-equivalent shares noted in the CDW (CDW) Form 4 footnote mean?

The Form 4 explains that 6.08 additional shares were credited as dividend-equivalent awards on March 10, 2026. These reflect dividends paid on underlying restricted stock units and were added to Sanderson’s holdings after being inadvertently omitted from an earlier Form 4 filing.