Equity grant and tax withholding reported by CDW (CDW) officer

Rhea-AI Filing Summary

CDW Corp officer Elizabeth H. Connelly reported mixed share movements tied to equity compensation. She acquired 2,085.880 shares of common stock at $0.00 per share from the vesting of previously granted performance shares. On the same date, 971.340 shares were surrendered to the issuer at $126.86 per share to cover taxes incurred upon this vesting. After these transactions, she directly held 23,506.830 shares of CDW common stock, reflecting compensation-related activity rather than open-market trading.

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

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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^*

CONNELLY ELIZABETH H.

(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		2,085.88(1)	A	$0	24,478.17	D
Common Stock, par value $0.01	02/13/2026		D		971.34(2)	D	$126.86	23,506.83	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 Commercial Officer and EVP

	/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 insider transactions did CDW (CDW) officer Elizabeth H. Connelly report?

Elizabeth H. Connelly reported vesting of performance shares and related tax withholding. She received 2,085.880 CDW common shares at $0.00 and had 971.340 shares withheld and returned to the issuer at $126.86 to satisfy tax obligations from the vesting.

Were CDW (CDW) shares bought or sold on the open market in this Form 4?

No open-market trades were reported. Shares were acquired through vesting of performance-based equity awards, while a portion was disposed of back to CDW to cover taxes. These transactions reflect compensation mechanics, not discretionary market purchases or sales by the officer.

How many CDW (CDW) shares did the officer receive from performance share vesting?

The officer received 2,085.880 CDW common shares through vesting of previously granted performance shares. This award was recorded at $0.00 per share, consistent with equity compensation vesting rather than a cash purchase, as indicated by the Form 4 transaction details and accompanying footnote.

What was the size and purpose of the CDW (CDW) share disposition reported?

The disposition involved 971.340 CDW common shares at $126.86 per share. These shares were surrendered to the issuer specifically to cover taxes arising from the vesting of performance shares, according to the Form 4 description and the accompanying explanatory footnote language.

How many CDW (CDW) shares does the officer hold after these Form 4 transactions?

Following the reported vesting and tax withholding transactions, the officer directly holds 23,506.830 CDW common shares. This post-transaction balance comes from the Form 4 totals column and reflects her direct ownership position after the equity award adjustments.