CDW Corp (CDW) officer has shares withheld to cover tax obligations

Rhea-AI Filing Summary

CDW Corp officer Katherine Elizabeth Sanderson reported a tax-withholding share disposition related to a restricted stock unit settlement. The company withheld 2,204.59 shares of common stock at $116.16 per share to cover incurred taxes. After this transaction, she directly owns 24,436.36 CDW shares.

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^*

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)
03/16/2026

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	03/16/2026		F		2,204.59(1)	D	$116.16	24,436.36	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.

Remarks:

Chief Human Resources Officer and Executive Vice President, Coworker Success

	/s/ Debra Wasserman, Attorney-in-Fact	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

CDW reported a tax-withholding share disposition for officer Katherine Elizabeth Sanderson. The company withheld shares that would otherwise be delivered to her in order to cover taxes from a previously granted restricted stock unit award under the CDW Corporation Long-Term Incentive Plan.

How many CDW shares were withheld for taxes in this Form 4 filing?

A total of 2,204.59 CDW common shares were withheld to cover taxes. These shares relate to the settlement of a restricted stock unit award and were not sold in the open market, but used to satisfy the associated tax liability at the time of settlement.

At what price were the withheld CDW shares valued in the tax transaction?

The withheld CDW shares were valued at $116.16 per share for tax purposes. This price is used to determine the value of the 2,204.59 shares applied toward the tax obligation arising from the settlement of the restricted stock unit award previously granted to the officer.

How many CDW shares does Katherine Elizabeth Sanderson hold after this transaction?

Following the tax-withholding transaction, Katherine Elizabeth Sanderson holds 24,436.36 CDW shares directly. This reported balance reflects her remaining ownership after the company withheld 2,204.59 shares to satisfy the tax liability tied to the vesting of her restricted stock units.

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

No, the CDW Form 4 transaction was not an open-market sale. The filing shows a tax-withholding disposition, where shares from a restricted stock unit settlement were withheld by the company to pay taxes, rather than being sold on the public market for discretionary portfolio reasons.

What plan is referenced in Katherine Elizabeth Sanderson’s CDW share withholding?

The share withholding is tied to the CDW Corporation Long-Term Incentive Plan. The footnote explains that the withheld shares cover taxes from settling a restricted stock unit award that was previously granted under this incentive plan, reflecting routine equity compensation administration by the company.