Director awarded 211 CDW (CDW) stock units in lieu of cash board fees

Rhea-AI Filing Summary

CDW Corporation director David W. Nelms reported receiving a grant of 211 unrestricted stock units of CDW common stock on January 2, 2026 under the CDW Corporation Long-Term Incentive Plan. These units were issued in lieu of his quarterly cash retainer fees, are 100% vested on the grant date, and will be settled in CDW common shares at the earlier of his separation from the Board of Directors or a specified date at least five years after the grant. Following this award, he beneficially owns 31,006.94 shares or units of CDW common stock directly.

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^*

NELMS DAVID W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A		211(1)	A	$0	31,006.94	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. This is a grant of unrestricted stock units under the CDW Corporation Long-Term Incentive Plan issued in lieu of quarterly payment of cash retainer fees. The unrestricted stock units are 100% vested on grant date and settlement into shares of CDW Corporation common stock has been deferred until the sooner of separation from service on the Board of Directors or a specified date at least five years following the grant date.

Remarks:

	/s/ Debra Wasserman, Attorney-in-Fact	01/06/2026
	** 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 transaction did CDW (CDW) disclose in this Form 4?

CDW reported that director David W. Nelms received a grant of 211 unrestricted stock units of CDW common stock on January 2, 2026 under the company’s Long-Term Incentive Plan.

Was the CDW director stock grant in cash or equity?

The grant to director David W. Nelms was an equity award of unrestricted stock units, issued specifically in lieu of quarterly payment of cash retainer fees.

When do the CDW unrestricted stock units granted to the director vest and settle?

The unrestricted stock units are 100% vested on the grant date, and settlement into CDW common shares is deferred until the earlier of separation from service on the Board of Directors or a specified date at least five years after the grant.

How many CDW shares or units does the director own after this transaction?

After the reported grant, director David W. Nelms beneficially owns 31,006.94 shares or units of CDW common stock in direct ownership.

What role does the reporting person hold at CDW (CDW)?

The reporting person, David W. Nelms, is identified as a director of CDW Corporation and is not listed as a 10% owner or officer in this filing.