CDW (CDW) 10-K risk factor changes: FY2025 vs FY2024

*There are many factors that could adversely affect our business, results of [removed: operations] [added: operations,] and cash flows, some of which are beyond our control.

The following is a description of some important factors that may cause our business prospects, results of [removed: operations] [added: operations,] and cash flows in future periods to differ materially from those currently expected or desired.

Factors not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, results of [removed: operations] [added: operations,] and cash flows.*

Our solutions portfolio includes products and services from OEMs, software [removed: publishers] [added: publishers,] and cloud providers.

Our authorization with each vendor partner is subject to specific terms and conditions regarding such things as sales channel restrictions, product return privileges, services performance commitments, price protection policies, purchase [removed: discounts] [added: discounts,] and vendor partner programs and funding, including purchase rebates, sales volume rebates, purchasing [removed: incentives] [added: incentives,] and cooperative advertising reimbursements.

A reduction in vendor partner programs or funding or our failure to timely react to changes in vendor partner programs or funding could have an adverse effect on our business, results of [removed: operations] [added: operations,] or cash flows.

In addition, a reduction in the amount or a change in the terms of credit granted to us by our vendor partners could increase our need for, and the cost of, working capital and could have an adverse effect on our business, results of [removed: operations] [added: operations,] or cash flows.

Any such termination or limitation or the implementation of such changes could have a negative impact on our business, results of [removed: operations] [added: operations,] or cash flows.

A significant portion of our sales are derived from products manufactured by Apple, Cisco, Dell Technologies, HP Inc., [removed: Lenovo] [added: Lenovo,] and Microsoft.

Further, the sale, [removed: spin-off] [added: spin-off,] or combination of any of our key vendor partners or wholesale distributors [removed: and/or] [added: or] certain of their business units, including any such sale to or combination with a vendor with whom we do not currently have a commercial relationship or whose products we do not sell, or our inability to develop relationships with new and emerging vendors and vendors that we have not historically represented in the marketplace, could have an adverse impact on our business, results of [removed: operations] [added: operations,] or cash flows.

The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware, [removed: software] [added: software,] and services, such as cloud-based and other “as a service” solutions, hyper-converged infrastructure, embedded software [removed: solutions] [added: solutions,] and solutions that incorporate [removed: artificial intelligence.][added: AI.]

A decrease in the rate of innovation, a lack of adoption of innovations by our [removed: customers] [added: customers,] or delays in technology spending by our customers, could have an adverse effect on our business, results of [removed: operations] [added: operations,] or cash flows.

In addition, if we are unable to anticipate and expand our capabilities to keep pace with changes in technology and new hardware, [removed: software] [added: software,] and services, for example by providing the appropriate training to our account managers, [removed: specialists] [added: specialists,] and engineers to enable them to effectively sell and deliver such new [removed: offerings] [added: solutions] to customers, our business, results of [removed: operations] [added: operations,] or cash flows could be adversely affected.

We also are dependent upon our vendor partners for the development and marketing of hardware, [removed: software] [added: software,] and services to compete effectively with hardware, [removed: software] [added: software,] and services of vendors whose products and services we do not currently offer or [added: that we are not authorized to offer in one or more customer channels.]

To the extent that a vendor’s offering that is in high demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another vendor that we are authorized to sell in such customer channels, our business, results of [removed: operations] [added: operations,] or cash flows could be adversely impacted.

Issues relating to the use or capabilities of [removed: artificial intelligence,] [added: AI,] including social, [removed: ethical] [added: ethical,] and safety issues, in hardware, [removed: software] [added: software,] and services offerings may result in reputational harm, [removed: liability] [added: liability,] or increased costs.

Social, [removed: ethical] [added: ethical,] and safety issues relating to the use of new and evolving technologies such as [removed: artificial intelligence-based] [added: AI-based] technologies, including generative AI in our hardware, [removed: software] [added: software,] and service offerings, as well as in our internal platforms, may result in reputational harm and liability.

[removed: Certain of the hardware, software and services we offer increasingly utilize AI, and, as] [added: As] with many innovations, AI presents risks and challenges that could affect its [removed: adoption,] [added: adoption] and [added: usage, and] therefore our business.

[removed: If] [added: As] we [added: invest in,] use, [removed: enable] [added: enable,] or offer solutions that draw controversy due to their perceived or actual impact on [removed: society,] [added: society and the environment,] we may experience brand or reputational harm, competitive [removed: harm and/or] [added: harm, and] legal liability.

[removed: Increased] [added: Such increased] focus and potential government regulation of AI may also increase the burden and cost of compliance in this area, subjecting us to brand or reputational harm, competitive [removed: harm and/or] [added: harm, and] legal liability.

Additionally, the development, [removed: adoption] [added: adoption,] and use of AI by us or our vendor partners could result in unintended consequences, including exposing us to additional risks related to cybersecurity, [removed: privacy] [added: privacy,] and data security, such as the risk of increased vulnerability to cybersecurity threats and exposure or theft of proprietary or sensitive information (which could result in such information being made available to our competitors and other members of the public), impacts to the stability of our operations, the generation of factually incorrect or biased outputs, reliance on outdated or unverified data, potential intellectual property infringements, the inability to protect generated content while facing unfavorable licensing [removed: terms] [added: terms,] and the inability to attract and retain key personnel.

We [added: operate in a highly competitive industry and] compete with resellers, manufacturers who sell directly to customers, large service providers and system integrators, communications service providers, cloud providers, e-commerce [removed: companies] [added: companies,] and office supply retailers, among others.

We expect the competitive landscape to continue to evolve as new technologies and consumption models emerge, such as cloud-based and other “as a service” solutions, hyper-converged infrastructure, embedded software [removed: solutions] [added: solutions,] and solutions that incorporate [removed: artificial intelligence.][added: AI.]

Our continued competitiveness depends upon our ability to anticipate and evolve at pace and scale with new technologies, [removed: services] [added: services,] and solutions through strategic and timely investments in innovation, expansion of [removed: offerings] [added: offerings,] and the capabilities necessary to implement them.

In addition, some of our hardware and software vendor partners sell, and could intensify their efforts to [removed: sell,] [added: sell] their products directly to our customers.

Moreover, traditional OEMs have increased their services capabilities through mergers and acquisitions, which could potentially increase competition in the market to provide [removed: comprehensive technology solutions to customers.]

If we are unable to effectively respond to the evolving competitive landscape, or respond in a manner that is less effective than that of our competitors, our business, results of [removed: operations] [added: operations,] or cash flows could be adversely impacted.

We focus on providing [removed: high quality] [added: high-quality] service to gain new customers and retain existing customers.

To the extent we face increased competition to gain and retain customers, we may be required to reduce prices, increase advertising [removed: expenditures] [added: expenditures,] or take other actions which could adversely affect our business, results of [removed: operations] [added: operations,] or cash flows.

The success of our business depends on the continuing development, [removed: maintenance] [added: maintenance,] and operation of our information technology systems.

Our success is dependent on the accuracy, proper [removed: utilization] [added: utilization,] and continuing operation, [removed: maintenance] [added: maintenance,] and development of our information technology systems, including our business systems, such as our sales, customer management, financial and accounting, marketing, purchasing, warehouse management, [added: and] e-commerce and mobile systems, as well as our operational platforms, including voice and data networks and power systems, which may include third-party hosted systems or systems that may utilize cloud technologies outside of our control.

- effectuate comprehensive and reliable data collection, [removed: maintenance] [added: maintenance,] and governance;

- manage our inventory, accounts [removed: receivable] [added: receivable,] and accounts payable;

- purchase, sell, [removed: ship] [added: ship,] and invoice our hardware and software products and provide and invoice our services efficiently and on a timely basis;

Any disruption to or infiltration of our information technology systems could significantly impact our ongoing business operations, harm our [removed: reputation] [added: reputation,] and adversely affect our results of operations and our ability to comply with customer, partner, [removed: legal] [added: legal,] or regulatory obligations.

We maintain and periodically upgrade many of our information technology systems, some of which are complex, [removed: costly] [added: costly,] and time consuming.

[removed: Also, once implemented, the new information technology systems, updates to existing information technology systems and related technology may not provide the intended efficiencies or] anticipated benefits, or could be defective, contain a security [removed: vulnerability] [added: vulnerability,] or [added: be] improperly installed or managed, and could add costs, [removed: complications] [added: complications,] and disruptions to our ongoing operations.

From time to time, we may acquire new companies, [removed: businesses] [added: businesses,] or sites with cybersecurity and data protection systems which may not conform with our standards.

It may require significant time and expense to upgrade and integrate such systems and controls, and if we are unable to do so in a timely manner, or at all, failures or breaches of such systems could harm our reputation, [removed: business] [added: business,] and results of operations due to failure to comply with customer, partner, [removed: legal] [added: legal,] or regulatory obligations.

Our business involves the handling, [removed: storage] [added: storage,] and transmission of proprietary information and sensitive or confidential data, including personal information of coworkers, customers, [removed: partners] [added: partners,] and others, which we must do in compliance with applicable law.

In rapidly evolving categories such as cloud-based

solutions, AI, and software “as a service” solutions, our dependence on our vendor partners for innovation can add additional complexity as vendor channel strategies and authorization models may change more frequently.

We are increasingly utilizing AI in our business, including interactions with our coworkers, customers, and vendor partners and in the hardware, software, and services we offer, and we also plan to further invest resources to embed AI capabilities throughout our operations and enterprise to drive scale and efficiency.

If we are unable to effectively and timely capitalize on the growth opportunities made available by the adoption of AI to drive our scale and efficiency, our business, results of operations, or cash flows could be adversely impacted.

The rapid development and deployment of tools that leverage AI is also causing governments to consider and implement regulation of AI.

There may be new market entrants with non-traditional business, service, and delivery models, resulting in increased competition and changing industry dynamics.

Existing or future competitors also may seek to compete with us for acquisitions, which could have the effect of increasing the price of potential targets and reducing the number of suitable acquisitions.

These factors, in addition to competitive pressures resulting from the fragmented nature of our industry, could affect our sales, profit margins, and earnings.

For example, growing hyperscaler marketplaces such as AWS Marketplace, Google Cloud Marketplace, and Microsoft Marketplace and evolving partner authorization and incentive models could change the role of traditional resellers, which may limit access to offerings, pressure margins, and restrict participation in certain channels.

comprehensive technology solutions to customers.

As we increasingly rely on cloud-based enterprise applications to support critical business functions, our operational performance depends in part on the availability, reliability, and proper integration of these externally hosted systems.

Also, once implemented, the new information technology systems, updates to existing information technology systems, and related technology may not provide the intended efficiencies or

Implementation of new systems or significant changes to existing systems may also require updates to related business processes and internal controls, which could increase the risk of errors or delays until such controls are fully established.

These third parties may also utilize or embed AI capabilities in providing their services to us and our customers.

various third-party service providers engaged to perform these services on our behalf.

While

We are engaged in a number of strategic and transformational initiatives intended to enable customer‑facing coworkers, accelerate profitable growth, and deliver a full portfolio of capabilities.

However, the execution of these initiatives is subject to significant risks and uncertainties, and there can be no assurance regarding the timing or realization of anticipated benefits.

An adverse change or anticipated change in government spending or funding policies (such as budget cuts or limitations or funding delays), shifts in budget priorities,

Our vendor partners may also be negatively impacted by changes in government spending policies and budget priorities, which could impact their ability to fulfill their contractual obligations to us.

For example, more recent tightening in the availability of high-performance memory and storage as demand has increased significantly and OEMs are prioritizing datacenters and AI workloads, pushing commercial devices and many server configurations into longer lead times and higher pricing.

As demand for AI increases, supply capacity for high-performance memory and storage may continue to be limited until supply capacity increases.

This memory shortage could ultimately result in shortages of finished goods such as client devices and servers where memory is a key component of the bill of materials for their production.

Furthermore, increased use of AI by the Company, third-party outsource partners, or our vendor partners could lead to more frequent intellectual property claims against us.

e-commerce, tax, trade, import and export controls, economic and trade sanctions, anti-corruption, data privacy and security requirements, competition, environmental, social, and governance, and health and safety.

If we fail to comply with new laws, regulations, treaties, or reporting requirements, our reputation and business could be adversely impacted.

Our level of indebtedness and obligations pursuant to the agreements and instruments reflecting our indebtedness could adversely affect our business, results of operations, and cash flows.

- increasing our future borrowing costs and reducing our access to capital if major debt rating agencies lower or withdraw any rating assigned to any of our debt;

A breach of any restrictive covenants under our senior unsecured credit facilities or indentures may result in a default under the terms of that agreement or instrument, upon which we may suffer adverse consequences, including the acceleration of the amounts outstanding thereunder, the trigger of cross-default provisions under other agreements or instruments, and an inability to borrow additional amounts.

When interest rates increase, our

These fluctuations have often been unrelated to or disproportionately impacted by the operating performance of these companies.

We may fail to meet announced guidance or market expectations associated with our financial results, which could adversely affect the market price of our stock.

Any guidance we provide is based on certain assumptions, which may or may not prove to be correct.

Failure to meet announced guidance or market expectations going forward, particularly with respect to our operational and financial results and expectations regarding the success of our strategies and related guidance, whether due to our assumptions not being met or the impact of various risks and uncertainties, may result in either or both a decline in or increased volatility in the market price of our stock.

In addition, price and volume fluctuations in the stock market as a whole may affect the market price of our stock in ways that may be unrelated to our financial performance.

that we are not authorized to offer in one or more customer channels.

When made public or otherwise known to us, we attempt to remediate or mitigate these vulnerabilities following guidance provided by the software vendor, and/or appropriate authorities, and before the vulnerability is successfully used in a cyberattack against our systems.

If and when cyberattacks target and successfully exploit these vulnerabilities, we take steps designed to contain and limit the impact on our business.

Our Gross profit fluctuates due to numerous factors, some of which may be outside of our control, including general macroeconomic conditions including inflation; pricing pressures;

other reasons.

Our level of indebtedness could adversely affect our business.

- making it more difficult for us to satisfy our obligations with respect to our indebtedness;

Restrictive covenants under our senior credit facilities and, to a lesser degree, our indentures may adversely affect our operations and liquidity.

Our senior credit facilities and, to a lesser degree, our indentures contain, and any future indebtedness of ours may contain, various covenants that limit our ability to, among other things:

- incur or guarantee additional debt;

- receive dividends or other payments from our subsidiaries;

- enter into transactions with affiliates;

- pledge our assets as collateral;

- merge or consolidate with other companies or transfer all or substantially all of our assets; and

- engage in sale leaseback transactions.

As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs.

A breach of any of these covenants or any of the other restrictive covenants would result in a default under our senior credit facilities.

Upon the occurrence of an event of default under our senior credit facilities, the lenders:

- will not be required to lend any additional amounts to us;

- could elect to declare all borrowings outstanding thereunder, together with accrued and unpaid interest and fees, to be due and payable; or

- could require us to apply all of our available cash to repay these borrowings.

The acceleration of amounts outstanding under our senior credit facilities would likely trigger an event of default under our existing indentures.

If the lenders under our senior credit facilities accelerate the repayment of borrowings, we may not have sufficient assets to repay our senior credit facilities and our other indebtedness or the ability to borrow sufficient funds to refinance such

indebtedness.

Even if we were able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.

Failure to maintain the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Major debt rating agencies regularly evaluate our debt based on a number of factors, and any rating assigned could be lowered or withdrawn by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes in our financial position, so warrant.

We may not be able to maintain our existing investment grade ratings from certain credit rating agencies, and the failure to do so could increase the cost of servicing certain of our existing indebtedness and make it more difficult to raise debt financing on favorable terms in the future.

We and our subsidiaries may be able to incur substantially more debt, including secured debt.

This could further increase the risks associated with our leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future.

The terms of our senior credit facilities and indentures do not fully prohibit us or our subsidiaries from doing so.

To the extent that we incur additional indebtedness, the risks associated with our level of indebtedness described above, including our possible inability to service our debt, could increase.

As of December 31, 2024, we had $1.2 billion available for additional borrowing under our Revolving Loan Facility.

Certain of our borrowings, primarily borrowings under our senior credit facilities, are at variable rates of interest and expose us to interest rate risk.

In the future, we may also issue our securities in connection with investments or acquisitions.

The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock and depress our stock price.

Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that may be considered favorable.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of the Company more difficult without the approval of our Board of Directors.

These provisions:

*Unless otherwise indicated or the context otherwise requires, as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “we,” “us,” “the Company,” “our,” [removed: “CDW”] [added: “CDW,”] and similar terms refer to CDW Corporation and its subsidiaries.

CDW Corporation (“Parent”), a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology (“IT”) solutions to business, government, [removed: education] [added: education,] and healthcare customers in the United States (“US”), the United Kingdom [removed: (“UK”)] [added: (“UK”),] and Canada.

Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital [removed: experience] [added: experience,] and security.

We have three reportable segments: [removed: Corporate, Small Business] [added: “Corporate,” “Small Business,”] and [removed: Public.][added: “Public.” Our Corporate segment primarily serves US private sector business customers with more than 250 employees.]

We are vendor, [removed: technology] [added: technology,] and consumption model unbiased, with a solutions portfolio including more than 100,000 products and services from more than 1,000 leading and emerging brands.

Our solutions are delivered in physical, [removed: virtual] [added: virtual,] and cloud-based environments through approximately [removed: 10,900] [added: 10,500] customer-facing coworkers, including sellers, highly-skilled [removed: specialists] [added: specialists,] and engineers.

We are a leading sales channel partner for many original equipment [removed: manufacturers,] [added: manufacturers (“OEMs”),] software publishers, [added: and] cloud providers (collectively, our “vendor partners”) and wholesale distributors, whose products we sell or include in the solutions we offer.

We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical [removed: expertise] [added: expertise,] and extensive customer access.

Each vendor partner agreement provides for specific terms and conditions, which may include one or more of the following: product return privileges, price protection policies, purchase [removed: discounts] [added: discounts,] and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements.

For a discussion of results for the year ended December 31, [removed: 2023,] [added: 2024,] see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [added: 2024, compared with the year ended December 31,] 2023, filed with the Securities and Exchange Commission on February [removed: 26, 2024.][added: 21, 2025.]

*•*General economic conditions are a key factor affecting our results as they can impact our customers’ willingness and ability to spend on [removed: information technology.][added: IT.]

The uncertainty in the current economic environment [removed: resulted in,] [added: has impacted] and may continue to [removed: result in, a delay, pause or reduction] [added: impact the timing] of [added: our customers’] investments in [removed: technology by our customers.][added: technology.]

- Customers are evaluating the complex technology landscape in order to balance priorities and focus on solutions that lead to business optimization, cost [removed: management] [added: management,] and security risk management, [added: among other factors,] resulting in a more measured approach to their IT spending.

We have orchestrated solutions [removed: by leveraging] [added: that leverage] security, [removed: software] [added: software, artificial intelligence (“AI”),] and hybrid and cloud offerings to help customers achieve their objectives.

- Changes and uncertainty related to spending policies, budget priorities, timing and funding [removed: levels, including stimulus packages,] [added: levels] are key factors influencing the purchasing levels of government, healthcare and education customers.

As the duration and ongoing impact of current economic conditions remain uncertain, [added: including any US government shutdowns,] current and future budget priorities and funding levels for government, healthcare and education customers may be adversely affected, leading to lower IT spend.

Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing and managing IT [removed: securely.][added: securely, while balancing product availability creating an inflationary environment.]

These trends are driving customer adoption of cloud, [removed: artificial intelligence,] [added: AI,] software defined architectures and hybrid on-premise and off-premise combinations.

The trends are further driven by the evolution of the IT consumption model to more “as a service” [removed: offerings,] [added: solutions,] including software as a service and infrastructure as a service, in addition to ongoing managed and professional service arrangements.

Technology trends are likely to evolve [removed: as] [added: and] customers [added: will] prioritize spend that will produce the most important outcomes for their business.

Financial measures [removed: include] [added: are presented] both [removed: US GAAP,] [added: in accordance with] the accounting principles generally accepted in the United States of [removed: America,] [added: America (“GAAP”),] and [removed: Non-GAAP,] [added: non-GAAP,] which excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with [removed: US] GAAP.

We believe that the most important of these measures and ratios include Gross profit, Gross profit margin, Operating income, Operating income margin, Non-GAAP operating income, Non-GAAP operating income margin, Net income, Non-GAAP net income, Net income per diluted share, Non-GAAP net income per diluted share, Average daily sales, Net cash provided by operating activities, Adjusted free cash flow, Cash conversion [removed: cycle] [added: cycle,] and Net debt.

For the definitions, discussion of management’s use of [removed: Non-GAAP] [added: non-GAAP] measures and reconciliations to the most directly comparable [removed: US] GAAP measure, see “Results of Operations - Non-GAAP Financial Measure Reconciliations.”

| | | | Year Ended December 31, | | | | | | | | | [added: | | | | | | | | | | | |]

| (dollars in millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net sales | | | $ | [removed: 20,998.7] [added: 22,424.1] | | | | | $ | [removed: 21,376.0] [added: 20,998.7] | |

| Gross profit | | | $ | [removed: 4,602.4] [added: 4,873.4] | | | | | $ | [removed: 4,652.4] [added: 4,602.4] | |

| *Gross profit margin* | | | [removed: 21.9] [added: 21.7] | | % | | | | [removed: 21.8] [added: 21.9] | | % |

| Operating income | | | $ | [removed: 1,651.3] [added: 1,655.6] | | | | | $ | [removed: 1,680.9] [added: 1,651.3] | |

| *Operating income margin* | | | [removed: 7.9] [added: 7.4] | | % | | | | 7.9 | | % |

| Non-GAAP operating income | | | $ | [removed: 1,947.0] [added: 1,996.7] | | | | | $ | [removed: 2,039.1] [added: 1,947.0] | |

| *Non-GAAP operating income margin* | | | [removed: 9.3] [added: 8.9] | | % | | | | [removed: 9.5] [added: 9.3] | | % |

| Net income | | | $ | [removed: 1,077.8] [added: 1,066.6] | | | | | $ | [removed: 1,104.3] [added: 1,077.8] | |

| Non-GAAP net income | | | $ | [removed: 1,287.2] [added: 1,323.0] | | | | | $ | [removed: 1,346.2] [added: 1,287.2] | |

| Net income per diluted share | | | $ | [removed: 7.97] [added: 8.08] | | | | | $ | [removed: 8.10] [added: 7.97] | |

| Non-GAAP net income per diluted share | | | $ | [removed: 9.52] [added: 10.02] | | | | | $ | [removed: 9.88] [added: 9.52] | |

| Average daily sales(1) | | | $ | [removed: 82.7] [added: 88.3] | | | | | $ | [removed: 84.2] [added: 82.7] | |

| Net [removed: debt(2)] [added: debt(1)] | | | $ | [removed: 5,125.1] [added: 5,011.1] | | | | | $ | [removed: 5,056.2] [added: 5,125.1] | |

| Cash conversion cycle (in [removed: days)(3)] [added: days)(2)] | | | [removed: 18] [added: 16] | | | | | | [removed: 17] [added: 18] | | |

Effective January 1, 2026, we realigned our customer-facing organization to better meet the evolving needs of our customers and end markets.

As a result, we will have the following three reportable segments: “Commercial,” “Government,” and “Education.” Our “Commercial” segment will be comprised of corporate, financial services, and healthcare customers in the US, each of which will represent a unique customer channel.

Small business customers will be included across the customer channels within our “Commercial” segment.

Our “Government” segment will be comprised of federal, state, and local agencies in the US.

The “Education” segment will be comprised of primary, secondary, and higher education institutions in the US.

CDW UK and CDW Canada will remain unchanged in this new reporting structure, in an all other category (“Other”).

We will reflect this change in segment presentation, including the recasting of historical results, in our periodic and annual reports beginning with the period ending March 31, 2026.

The prevailing economic conditions remain challenging, largely due to ongoing uncertainty surrounding evolving global trade policies and geopolitical conditions along with other drivers.

These dynamics may continue to influence supply chains, drive inflationary pressures, and affect interest rates.

Broadly, while economic and geopolitical uncertainty persists, all of our segments continued to experience improved customer spending during the period.

The increase in customer demand drove Net sales growth primarily in notebooks/mobile devices, software, desktops, services, and netcomm products.

Gross profit increased $271 million, or 5.9%, due to higher Net sales, partially offset by lower gross profit margin.

Gross profit margin decreased 20 basis points, to 21.7%, primarily driven by decreased rates in certain hardware categories.

Selling and administrative expenses increased $267 million, or 9.0%, primarily due to higher performance-based compensation, transformation related costs, and coworker-related costs.

Interest expense, net includes interest expense and interest income.

Income tax expense increased $3 million, or 0.9%.

Net sales by segment for the comparative periods are as follows:

| | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 9,442.4 | | | | | 42.1 | | % | | | | $ | 8,837.2 | | | | | 42.1 | | % | | | | $ | 605.2 | | | | | 6.8 | | % |

| Small Business | | | | | | 1,726.7 | | | | | | 7.7 | | | | | | 1,523.5 | | | | | | 7.3 | | | | | | 203.2 | | | | | | 13.3 | | |

| Government | | | | | | 2,589.5 | | | | | | 11.6 | | | | | | 2,486.9 | | | | | | 11.8 | | | | | | 102.6 | | | | | | 4.1 | | |

| Education | | | | | | 3,109.6 | | | | | | 13.9 | | | | | | 3,167.3 | | | | | | 15.1 | | | | | | (57.7) | | | | | | (1.8) | | |

| Healthcare | | | | | | 2,836.1 | | | | | | 12.6 | | | | | | 2,503.5 | | | | | | 11.9 | | | | | | 332.6 | | | | | | 13.3 | | |

| Total Public | | | | | | 8,535.2 | | | | | | 38.1 | | | | | | 8,157.7 | | | | | | 38.8 | | | | | | 377.5 | | | | | | 4.6 | | |

| Other (2) | | | | | | 2,719.8 | | | | | | 12.1 | | | | | | 2,480.3 | | | | | | 11.8 | | | | | | 239.5 | | | | | | 9.7 | | |

Gross profit by segment for the comparative periods are as follows:

| | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 2,201.9 | | | | | 23.3 | | % | | | | $ | 2,099.5 | | | | | 23.8 | | % | | | | $ | 102.4 | | | | | 4.9 | | % |

| Small Business | | | | | | 393.8 | | | | | | 22.8 | | | | | | 352.9 | | | | | | 23.2 | | | | | | 40.9 | | | | | | 11.6 | | |

| Public | | | | | | 1,722.3 | | | | | | 20.2 | | | | | | 1,659.2 | | | | | | 20.3 | | | | | | 63.1 | | | | | | 3.8 | | |

| Other(2) | | | | | | 555.4 | | | | | | 20.4 | | | | | | 490.8 | | | | | | 19.8 | | | | | | 64.6 | | | | | | 13.2 | | |

| Total Gross profit | | | | | | $ | 4,873.4 | | | | | 21.7 | | % | | | | $ | 4,602.4 | | | | | 21.9 | | % | | | | $ | 271.0 | | | | | 5.9 | | % |

(1)Segment gross profit includes the segment’s direct gross profit, allocations for gross profit from logistics services, and allocations for certain inventory adjustments, volume rebates, and cooperative advertising from vendors.

(3)Gross profit margin represents segment Gross profit as a percentage of segment Net sales.

Operating income by segment for the comparative periods are as follows:

| | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 889.3 | | | | | 9.4 | | % | | | | $ | 879.5 | | | | | 10.0 | | % | | | | $ | 9.8 | | | | | 1.1 | | % |

| Small Business | | | | | | 203.2 | | | | | | 11.8 | | | | | | 181.0 | | | | | | 11.9 | | | | | | 22.2 | | | | | | 12.3 | | |

| Other(2) | | | | | | 154.2 | | | | | | 5.7 | | | | | | 112.1 | | | | | | 4.5 | | | | | | 42.1 | | | | | | 37.6 | | |

| Headquarters(3) | | | | | | (341.4) | | | | | | nm* | | | | | | (267.2) | | | | | | nm* | | | | | | (74.2) | | | | | | 27.8 | | |

Our Corporate segment primarily serves US private sector business customers with more than 250 employees.

Macroeconomic uncertainty persists as a result of the inflationary environment and the corresponding level of interest rates driven by monetary policy.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

inventory financing, based on a rolling three-month average.

The decrease was primarily due to a decrease in netcomm, partially offset by an increase in notebooks/mobile devices.

Continued economic uncertainty and the complex technology landscape has led customers to be cautious and measured in their approach to technology spending, leading to a decline in Net sales.

Gross profit decreased $50 million, or 1.1%, primarily due to lower Net sales across all operating segments.

Gross profit margin, expressed as a percentage of Net sales, increased 10 basis points to 21.9% primarily driven by a higher contribution of netted down revenue, primarily software as a service, partially offset by lower product margin due to mix and rate in notebooks/mobile devices.

Selling and administrative expenses decreased $20 million, or 0.7%, primarily due to lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures, and lower workforce optimization costs, partially offset by a higher provision for expected credit losses and transformation and other related costs in the current year.

Income tax expense was $358 million for the year ended December 31, 2024, compared to $346 million for the year ended December 31, 2023.

Net sales by segment, in dollars and as a percentage of total Net sales, and the year-over-year dollar and percentage change in Net sales by segment are as follows:

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 8,837.2 | | | | | 42.1 | | % | | | | $ | 8,960.8 | | | | | 41.9 | | % | | | | $ | (123.6) | | | | | (1.4) | | % |

| Small Business | | | | | | 1,523.5 | | | | | | 7.3 | | | | | | 1,556.0 | | | | | | 7.3 | | | | | | (32.5) | | | | | | (2.1) | | |

| Government | | | | | | 2,486.9 | | | | | | 11.8 | | | | | | 2,669.1 | | | | | | 12.5 | | | | | | (182.2) | | | | | | (6.8) | | |

| Education | | | | | | 3,167.3 | | | | | | 15.1 | | | | | | 3,298.3 | | | | | | 15.4 | | | | | | (131.0) | | | | | | (4.0) | | |

| Healthcare | | | | | | 2,503.5 | | | | | | 11.9 | | | | | | 2,338.3 | | | | | | 10.9 | | | | | | 165.2 | | | | | | 7.1 | | |

| Total Public | | | | | | 8,157.7 | | | | | | 38.8 | | | | | | 8,305.7 | | | | | | 38.8 | | | | | | (148.0) | | | | | | (1.8) | | |

| Other | | | | | | 2,480.3 | | | | | | 11.8 | | | | | | 2,553.5 | | | | | | 12.0 | | | | | | (73.2) | | | | | | (2.9) | | |

Gross profit by segment, in dollars and Gross profit margin by segment, defined as Gross profit dollars as a percentage of Net sales by segment, and the year-over-year percentage change are as follows:

| Corporate | | | | | | $ | 2,099.5 | | | | | 23.8 | | % | | | | $ | 2,127.8 | | | | | 23.7 | | % | | | | $ | (28.3) | | | | | (1.3) | | % |

| Small Business | | | | | | 352.9 | | | | | | 23.2 | | | | | | 361.7 | | | | | | 23.2 | | | | | | (8.8) | | | | | | (2.4) | | |

| Public | | | | | | 1,659.2 | | | | | | 20.3 | | | | | | 1,667.5 | | | | | | 20.1 | | | | | | (8.3) | | | | | | (0.5) | | |

| Other(1) | | | | | | 490.8 | | | | | | 19.8 | | | | | | 495.4 | | | | | | 19.4 | | | | | | (4.6) | | | | | | (0.9) | | |

| Total Gross profit | | | | | | $ | 4,602.4 | | | | | 21.9 | | % | | | | $ | 4,652.4 | | | | | 21.8 | | % | | | | $ | (50.0) | | | | | (1.1) | | % |

| Corporate | | | | | | $ | 879.5 | | | | | 10.0 | | % | | | | $ | 846.8 | | | | | 9.5 | | % | | | | $ | 32.7 | | | | | 3.9 | | % |

| Small Business | | | | | | 181.0 | | | | | | 11.9 | | | | | | 177.3 | | | | | | 11.4 | | | | | | 3.7 | | | | | | 2.1 | | |

| Other(2) | | | | | | 112.1 | | | | | | 4.5 | | | | | | 142.1 | | | | | | 5.6 | | | | | | (30.0) | | | | | | (21.1) | | |

| Headquarters(3) | | | | | | (267.2) | | | | | | nm* | | | | | | (220.3) | | | | | | nm* | | | | | | (46.9) | | | | | | 21.3 | | |

Corporate segment Gross profit dollars decreased $28 million, or 1.3%, although partially offset by increased netted down revenue.

Corporate segment Operating income increased $33 million, or 3.9%, primarily due to lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures, and lower payroll expenses.

Small Business segment Net sales decreased $33 million, or 2.1%, primarily due to a decline across all hardware categories, partially offset by an increase in services.

Small Business segment Gross profit dollars decreased $9 million, or 2.4%.

Gross profit margin remained consistent at 23.2%.

Small Business segment Operating income increased $4 million, or 2.1%, as Gross profit dollars declined but were more than offset by a decrease across various selling and administrative expenses.

Public segment Net sales decreased $148 million, or 1.8%, primarily due to a decrease across various hardware categories.

Most notably netcomm products decreased across all sales channels and collaboration products decreased within the Education sales channel, partially offset by an increase in notebooks/mobile devices across all channels.

Public segment Operating income increased $11 million, or 1.5%, primarily due to decreased acquisition and integration costs.

Net sales in Other, which is comprised of results from our UK and Canadian operations, decreased $73 million, or 2.9%, primarily due to a decrease in software related to the UK operations.

Based on our floating rate debt and derivative instruments outstanding at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] a 100 basis point change would have no material impact on our results.

A hypothetical 10% change between the US dollar and the currencies from our international operations would have no material impact on our results for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

CDW Corporation (together with its subsidiaries, the “Company,” [removed: “CDW”] [added: “CDW”, “we”, “us”,] or [removed: “we”),] [added: “our”),] a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology (“IT”) solutions to business, government, [removed: education] [added: education,] and healthcare customers in the United States (“US”), the United Kingdom [removed: (“UK”)] [added: (“UK”),] and Canada.

Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital [removed: experience] [added: experience,] and security.

We are vendor, [removed: technology] [added: technology,] and consumption model unbiased, offering a broad selection of products and multi-branded IT solutions.

Our solutions are delivered in physical, [removed: virtual] [added: virtual,] and cloud-based environments through approximately [removed: 10,900] [added: 10,500] customer-facing coworkers, including sellers, highly-skilled [removed: specialists] [added: specialists,] and engineers.

We are a leading sales channel partner for many original equipment manufacturers (“OEMs”), software publishers, [added: and] cloud providers (collectively, our “vendor partners”) and wholesale distributors, whose products we sell or include in the solutions we offer.

We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical [removed: expertise] [added: expertise,] and extensive customer access.

We simplify the complexities of technology solutions across design, selection, procurement, [removed: integration] [added: integration,] and management for our customers.

We have capabilities to provide integrated IT solutions in approximately 150 countries for customers with primary locations in the US, [removed: UK] [added: UK,] and Canada, which are large and growing markets.

We believe that demand for IT will outpace general economic growth in the markets we serve, fueled by new technologies, including hybrid and cloud computing and artificial [removed: intelligence,] [added: intelligence (“AI”),] as well as growing end-user demand for security, [removed: efficiency] [added: efficiency,] and productivity.

We are positioned in the middle of the IT ecosystem where we procure products from [removed: OEMs, software publishers, cloud providers] [added: vendor partners] and wholesale distributors and provide added value to our customers by helping them navigate through complex options and implement the best solution for their business.

We provide integrated IT solutions to over 250,000 business, government, [removed: education] [added: education,] and healthcare customers throughout the US, [removed: UK] [added: UK,] and Canada.

Our market segmentation allows us to customize our offerings and to provide enhanced expertise in designing and implementing IT solutions that meet our [removed: customer’s] [added: customers’] specific needs.

We have three reportable segments: [removed: Corporate, Small Business] [added: “Corporate,” “Small Business,”] and [removed: Public.][added: “Public.” Our Corporate segment primarily serves US private sector business customers with more than 250 employees.]

In our US business, which represents approximately 90% of our Net sales, we currently have five dedicated customer channels: corporate, small business, government, [removed: education] [added: education,] and healthcare, each of which generated [removed: $1.5] [added: $1.7] billion or greater in Net sales in [removed: 2024.][added: 2025.]

Net sales to customers in the UK and Canada combined generated [removed: $2.5] [added: $2.7] billion in [removed: 2024.][added: 2025.]

We offer more than 100,000 products and services from more than 1,000 vendor partners, including well-established companies such as Adobe, APC, Apple, Amazon Web Services, Broadcom Inc., Cisco, Dell Technologies, Google, Hewlett Packard Enterprise, HP Inc., IBM, Intel, Lenovo, Microsoft, NetApp, Nutanix, [added: Nvidia,] Palo Alto Networks, Pure [removed: Storage] [added: Storage,] and Samsung, as well as from emerging technology companies.

In [removed: 2024,] [added: 2025,] we generated [added: over] $2.0 billion of Net sales from each of our three largest vendor partners.

We have received the highest level of certification from major vendor partners such as Broadcom Inc., Cisco, Dell Technologies, Hewlett Packard Enterprise, IBM, Lenovo, Microsoft, NetApp, Nutanix, Palo Alto [removed: Networks] [added: Networks,] and Samsung which reflects the extensive product and solution knowledge and capabilities that we bring to our customers.

These certifications also provide us with access to favorable pricing, [removed: tools] [added: tools,] and resources, including vendor incentive programs, which we use to provide additional value to our customers.

We may purchase all or only some of the products [added: and services] our vendor partners offer for resale to our customers or for inclusion in the solutions we offer.

Each vendor partner agreement provides for specific terms and conditions, which may include one or more of the following: product return privileges, price protection policies, purchase [removed: discounts] [added: discounts,] and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements.

In addition to purchasing products [added: and certain services] directly from our vendor partners, we purchase products [added: and certain services] from wholesale distributors for resale to our customers or for inclusion in the solutions we offer.

Leveraging our distribution and logistics capabilities, we handle and ship approximately [removed: 26] [added: 22] million units annually on an aggregate basis from our distribution centers.

These arrangements represented approximately [removed: 54%] [added: 51%] of total North America Net sales in [removed: 2024.][added: 2025.]

The market for technology products, [removed: solutions] [added: solutions,] and services is highly competitive and subject to economic conditions and rapid technological changes.

This competitive environment includes the ability to tailor solutions to customer needs, the quality and breadth of product and service offerings, knowledge and expertise of sales force, customer service, price, product availability, speed of [removed: delivery] [added: delivery,] and credit availability.

We face competition from resellers, manufacturers who sell directly to customers, large service providers and system integrators, cloud providers, [added: hyperscaler marketplaces,] e-commerce companies, and office supply retailers, among others.

[removed: Smaller, local] [added: We also face competition from smaller, local,] or regional value-added resellers [added: that] typically focus on a single solution suite or portfolio of solutions from one or two vendor partners.

We expect the competitive landscape to continue to evolve as new technologies and consumption models emerge, such as cloud-based and other “as a service” solutions, hyper-converged infrastructure, embedded software [removed: solutions] [added: solutions,] and solutions that incorporate [removed: artificial intelligence.][added: AI.]

We believe we have [removed: sustainable] [added: sustainable,] competitive advantages that differentiate us in the marketplace.

We focus on providing [removed: high quality] [added: high-quality] service to gain new customers and retain existing customers.

We believe the combination of our competitive advantages of scale, performance-driven [removed: culture] [added: culture,] and enhanced capabilities will help drive sustainable, profitable growth for us today and in the future.

We have cross-border relationships that enable us to serve the needs of our US, [removed: UK] [added: UK,] and Canadian-based customers in approximately 150 countries.

Our strong, execution-oriented culture is underpinned by our [added: competitive] compensation [removed: system.][added: program.]

We believe our customers increasingly view technology purchases as integrated solutions vital to their strategies, business [removed: outcomes] [added: outcomes,] and missions rather than discrete product and services categories.

Our hardware category includes notebooks/mobile devices (including tablets), network communications (“netcomm products”), collaboration hardware, data storage and servers, desktop [removed: computers] [added: computers,] and other hardware.

Our software category includes cloud solutions, software assurance, application suites, security, virtualization, [removed: collaboration] [added: collaboration,] and productivity applications, operating [removed: systems] [added: systems,] and network management.

Our services include advisory and design, software development, implementation, managed [removed: services] [added: services,] and warranties.

IT is important to both [removed: critical] business operations and to drive greater growth and productivity.

To help our customers accomplish this, we have built a robust portfolio of [added: integrated IT] solutions across hybrid infrastructure, digital experience, security, digital [removed: velocity] [added: velocity,] and services that we provide in on-premise, [removed: hybrid] [added: hybrid,] or cloud-based environments.

| ● | | | Industry vertical expertise | | | ● | | | Industry vertical expertise | | |

Effective January 1, 2026, we realigned our customer-facing organization to better meet the evolving needs of our customers and end markets.

As a result, we will have the following three reportable segments: “Commercial,” “Government,” and “Education.” Our “Commercial” segment will be comprised of corporate, financial services, and healthcare customers in the US, each of which will represent a unique customer channel.

Small business customers will be included across the customer channels within our “Commercial” segment.

Our “Government” segment will be comprised of federal, state, and local agencies in the US.

The “Education” segment will be comprised of primary, secondary, and higher education institutions in the US.

CDW UK and CDW Canada will remain unchanged in this new reporting structure, in an all other category (“Other”).

We will reflect this change in segment presentation, including the recasting of historical results, in our periodic and annual reports beginning with the period ending March 31, 2026.

chat, social media, voice, and video.

We expect to continue advancing these initiatives through incremental releases in 2026.

| Mukesh Kumar | | | 50 | | | Chief Services and Solutions Officer and Executive Vice President since August 2025; President, Slalom Consulting (a technology consulting company) from October 2005 to July 2025. | | |

Our Corporate segment primarily serves US private sector business customers with more than 250 employees.

management, next-generation firewall, security service edge, security information and event management, exposure and threat management, governance, risk and compliance, data security and governance, cloud infrastructure entitlement management, virtual private network services, network access control and physical security.

The significant system transformation initiatives, including ERP, are anticipated to be released in 2025 with incremental system transformation releases continuing in 2026.

| Sona Chawla | | | 57 | | | Chief Growth and Innovation Officer since January 2020; President, Kohl’s Corporation (an omnichannel retailer) from May 2018 to October 2019 and Chief Operating Officer, Kohl’s Corporation from November 2015 to May 2018. | | |

We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial, intellectual property, employment, [removed: tort] [added: tort,] and other litigation matters.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

][added: (002).jpg](https://www.sec.gov/Archives/edgar/data/1402057/000140205726000011/cdw-20251231_g1.jpg)]

| Vernon [removed: Hills] [added: Hills, Illinois] | | | [removed: ,] | | | [removed: Illinois] | | | | | | 60061 | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $29,833] [added: $23,377] million, based on the per share closing sale price of [removed: $223.84] [added: $178.59] on that date.

As of February [removed: 18, 2025,] [added: 17, 2026,] there were [removed: 132,492,273] [added: 128,993,588] shares of common stock, $0.01 par value, outstanding.

Certain parts of the registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] annual meeting of stockholders to be held on May [removed: 20, 2025,] [added: 21, 2026,] which will be filed with the Securities and Exchange Commission on or before April 30, [removed: 2025,] [added: 2026,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

Year Ended December 31, [removed: 2024][added: 2025]

| Item 1. | | | [removed: [Business](#i7dda2da9122848c1aea9f1e82f76176a_16)] [added: [Business](#i4381ef5f0fd2455fb9c103a5112830b5_16)] | | | [removed: [4](#i7dda2da9122848c1aea9f1e82f76176a_16)] [added: [5](#i4381ef5f0fd2455fb9c103a5112830b5_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i7dda2da9122848c1aea9f1e82f76176a_22)] [added: Factors](#i4381ef5f0fd2455fb9c103a5112830b5_22)] | | | [removed: [10](#i7dda2da9122848c1aea9f1e82f76176a_22)] [added: [11](#i4381ef5f0fd2455fb9c103a5112830b5_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7dda2da9122848c1aea9f1e82f76176a_25)] [added: Comments](#i4381ef5f0fd2455fb9c103a5112830b5_25)] | | | [removed: [21](#i7dda2da9122848c1aea9f1e82f76176a_25)] [added: [21](#i4381ef5f0fd2455fb9c103a5112830b5_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i7dda2da9122848c1aea9f1e82f76176a_28)] [added: [Cybersecurity](#i4381ef5f0fd2455fb9c103a5112830b5_28)] | | | [removed: [21](#i7dda2da9122848c1aea9f1e82f76176a_28)] [added: [22](#i4381ef5f0fd2455fb9c103a5112830b5_28)] | | |

| Item 2. | | | [removed: [Properties](#i7dda2da9122848c1aea9f1e82f76176a_31)] [added: [Properties](#i4381ef5f0fd2455fb9c103a5112830b5_31)] | | | [removed: [22](#i7dda2da9122848c1aea9f1e82f76176a_31)] [added: [22](#i4381ef5f0fd2455fb9c103a5112830b5_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i7dda2da9122848c1aea9f1e82f76176a_34)] [added: Proceedings](#i4381ef5f0fd2455fb9c103a5112830b5_34)] | | | [removed: [22](#i7dda2da9122848c1aea9f1e82f76176a_34)] [added: [22](#i4381ef5f0fd2455fb9c103a5112830b5_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i7dda2da9122848c1aea9f1e82f76176a_37)] [added: Disclosures](#i4381ef5f0fd2455fb9c103a5112830b5_37)] | | | [removed: [22](#i7dda2da9122848c1aea9f1e82f76176a_37)] [added: [23](#i4381ef5f0fd2455fb9c103a5112830b5_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder [removed: Matters] [added: Matters,] and Issuer Purchases of Equity [removed: Securities](#i7dda2da9122848c1aea9f1e82f76176a_43)] [added: Securities](#i4381ef5f0fd2455fb9c103a5112830b5_43)] | | | [removed: [23](#i7dda2da9122848c1aea9f1e82f76176a_43)] [added: [24](#i4381ef5f0fd2455fb9c103a5112830b5_43)] | | |

| Item 6. | | | [removed: [\[RESERVED\]](#i7dda2da9122848c1aea9f1e82f76176a_46)] [added: [\[RESERVED\]](#i4381ef5f0fd2455fb9c103a5112830b5_46)] | | | [removed: [24](#i7dda2da9122848c1aea9f1e82f76176a_46)] [added: [25](#i4381ef5f0fd2455fb9c103a5112830b5_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7dda2da9122848c1aea9f1e82f76176a_52)] [added: Operations](#i4381ef5f0fd2455fb9c103a5112830b5_52)] | | | [removed: [25](#i7dda2da9122848c1aea9f1e82f76176a_52)] [added: [26](#i4381ef5f0fd2455fb9c103a5112830b5_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7dda2da9122848c1aea9f1e82f76176a_163)] [added: Risk](#i4381ef5f0fd2455fb9c103a5112830b5_175)] | | | [removed: [37](#i7dda2da9122848c1aea9f1e82f76176a_163)] [added: [39](#i4381ef5f0fd2455fb9c103a5112830b5_175)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7dda2da9122848c1aea9f1e82f76176a_166)] [added: Data](#i4381ef5f0fd2455fb9c103a5112830b5_178)] | | | [removed: [38](#i7dda2da9122848c1aea9f1e82f76176a_166)] [added: [40](#i4381ef5f0fd2455fb9c103a5112830b5_178)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7dda2da9122848c1aea9f1e82f76176a_268)] [added: Disclosure](#i4381ef5f0fd2455fb9c103a5112830b5_280)] | | | [removed: [74](#i7dda2da9122848c1aea9f1e82f76176a_268)] [added: [77](#i4381ef5f0fd2455fb9c103a5112830b5_280)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i7dda2da9122848c1aea9f1e82f76176a_271)] [added: Procedures](#i4381ef5f0fd2455fb9c103a5112830b5_283)] | | | [removed: [74](#i7dda2da9122848c1aea9f1e82f76176a_271)] [added: [77](#i4381ef5f0fd2455fb9c103a5112830b5_283)] | | |

| Item 9B. | | | [Other [removed: Information](#i7dda2da9122848c1aea9f1e82f76176a_277)] [added: Information](#i4381ef5f0fd2455fb9c103a5112830b5_289)] | | | [removed: [76](#i7dda2da9122848c1aea9f1e82f76176a_277)] [added: [79](#i4381ef5f0fd2455fb9c103a5112830b5_289)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7dda2da9122848c1aea9f1e82f76176a_283)] [added: Inspections](#i4381ef5f0fd2455fb9c103a5112830b5_292)] | | | [removed: [76](#i7dda2da9122848c1aea9f1e82f76176a_283)] [added: [79](#i4381ef5f0fd2455fb9c103a5112830b5_292)] | | |

| Item 10. | | | [Directors, Executive [removed: Officers] [added: Officers,] and Corporate [removed: Governance](#i7dda2da9122848c1aea9f1e82f76176a_289)] [added: Governance](#i4381ef5f0fd2455fb9c103a5112830b5_298)] | | | [removed: [77](#i7dda2da9122848c1aea9f1e82f76176a_289)] [added: [80](#i4381ef5f0fd2455fb9c103a5112830b5_298)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i7dda2da9122848c1aea9f1e82f76176a_292)] [added: Compensation](#i4381ef5f0fd2455fb9c103a5112830b5_301)] | | | [removed: [77](#i7dda2da9122848c1aea9f1e82f76176a_292)] [added: [80](#i4381ef5f0fd2455fb9c103a5112830b5_301)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7dda2da9122848c1aea9f1e82f76176a_295)] [added: Matters](#i4381ef5f0fd2455fb9c103a5112830b5_304)] | | | [removed: [77](#i7dda2da9122848c1aea9f1e82f76176a_295)] [added: [80](#i4381ef5f0fd2455fb9c103a5112830b5_304)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7dda2da9122848c1aea9f1e82f76176a_298)] [added: Independence](#i4381ef5f0fd2455fb9c103a5112830b5_307)] | | | [removed: [77](#i7dda2da9122848c1aea9f1e82f76176a_298)] [added: [80](#i4381ef5f0fd2455fb9c103a5112830b5_307)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i7dda2da9122848c1aea9f1e82f76176a_301)] [added: Services](#i4381ef5f0fd2455fb9c103a5112830b5_310)] | | | [removed: [77](#i7dda2da9122848c1aea9f1e82f76176a_301)] [added: [80](#i4381ef5f0fd2455fb9c103a5112830b5_310)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i7dda2da9122848c1aea9f1e82f76176a_307)] [added: Schedules](#i4381ef5f0fd2455fb9c103a5112830b5_316)] | | | [removed: [78](#i7dda2da9122848c1aea9f1e82f76176a_307)] [added: [81](#i4381ef5f0fd2455fb9c103a5112830b5_316)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i7dda2da9122848c1aea9f1e82f76176a_310)] [added: Summary](#i4381ef5f0fd2455fb9c103a5112830b5_2596)] | | | [removed: [84](#i7dda2da9122848c1aea9f1e82f76176a_310)] [added: [84](#i4381ef5f0fd2455fb9c103a5112830b5_2596)] | | |

These statements also relate to our future prospects, growth, [removed: developments] [added: developments,] and business strategies.

These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “goal,” “intend,” “plan,” “potential,” “predict,” “project,” [removed: “target”] [added: “target,”] and similar terms and phrases or future or conditional verbs such as “could,” “may,” “should,” “will,” and “would.” However, these words are not the exclusive means of identifying such statements.

Although we believe that our plans, [removed: intentions] [added: intentions,] and other expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, [removed: intentions] [added: intentions,] or expectations.

Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report and [removed: from time to time] in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission (“SEC”) filings and public communications.

All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by those cautionary statements as well as other cautionary statements that are made from time to time in our other [removed: SEC filings and public communications.]

Except as expressly incorporated by reference, the registrant’s definitive proxy statement shall not be deemed to be part of this Annual Report.

| SIGNATURES | | | | | | [85](#i4381ef5f0fd2455fb9c103a5112830b5_322) | | |

These factors include, among others:

- relationships with our vendor partners and wholesale distributors and the terms of their agreements;

- the ability of vendor partners, wholesale distributors, and third-party providers to fulfill their responsibilities and commitments and our reliance on certain key vendor partners and wholesale distributors;

- our dependence on the continued innovations in technology by our vendor partners;

- the use or capabilities of artificial intelligence and the challenges related to its adoption;

- substantial competition that could reduce our market share;

- the continuing development, maintenance, and operation of our information technology (“IT”) systems;

- potential breaches of data security and failure to protect our IT systems from cybersecurity threats;

- potential failures to provide high-quality services to our customers;

- potential losses of any key personnel, significant increases in labor costs, or ineffective workforce management;

- potential service failures or disruptions related to outsourcing arrangements with certain business processes;

- potential adverse occurrences at one of our primary facilities or third-party data centers, including as a result of climate change;

- increases in the cost of commercial delivery services or disruptions of those services;

- exposure to accounts receivable and inventory risks;

- the costs and risks associated with, and the successful and timely execution and effects of, strategic investments or acquisitions or entry into joint ventures, including our ability to align our investment efforts with our strategic goals;

- the volatility and rapidly changing state of the technology industry, and any resulting volatility in the market price of our stock;

- the costs and risks associated with, and the successful and timely execution and effects of, our existing and any future business opportunities, expansions, initiatives, strategies, investments, and plans;

- fluctuations in foreign currency and our operating results;

- global and regional economic and political conditions, including the impact of inflationary pressures and the level of interest rates;

- decreases, delays, or changes in spending on technology products and services, including impacts of adverse changes in government spending and funding policies, federal procurement policies, and US government shutdowns;

- potential disruptions in the supply of products from our suppliers, including capacity limitations and cost increases resulting from heightened demand related to artificial intelligence workloads;

- potential failures to comply with public sector contracts or applicable laws and regulations;

- current and future legal proceedings, investigations, and audits, including intellectual property infringement claims;

- potential failure to comply with complex and evolving laws and regulations applicable to our operations or to meet sometimes conflicting stakeholder expectations on environmental sustainability and corporate responsibility matters;

- our level of indebtedness and the obligations imposed by agreements and instruments relating to our indebtedness;

- fluctuations in the market price and trading volumes of our common stock and changes in, or the discontinuation of, our share repurchase program or dividend payments; and

- other risk factors or uncertainties identified from time to time in our filings with the SEC.

SEC filings and public communications.

| SIGNATURES | | | | | | [85](#i7dda2da9122848c1aea9f1e82f76176a_313) | | |

We have a dedicated team of information security professionals who leads our enterprise-wide cyber security strategy, risk management, cyber defense, software security, security [removed: monitoring] [added: monitoring,] and other related functions.

[added: The CISO has an extensive] background in [removed: that] [added: their] role at an enterprise level and has over 20 years of experience in the field of cybersecurity.

This program consists of policies, [removed: practices] [added: practices,] and procedures designed to manage material risks from cybersecurity threats, including training requirements, threat monitoring and [removed: detection] [added: detection,] and threat containment and risk assessments.

We refine our cybersecurity program by staying informed on security threats, leveraging third-party cybersecurity [removed: firms] [added: firms,] and investing in enhancements to our preventive and defensive capabilities.

In addition to our policies and procedures to manage and identify cybersecurity risks, we have an incident response plan designed to analyze, contain, [removed: remediate] [added: remediate,] and communicate cybersecurity matters to help ensure a timely and robust response to actual or attempted incidents.

As of the date of this report, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of [removed: operations] [added: operations,] or financial condition.

For more information regarding risks relating to [removed: information technology] [added: IT] and cybersecurity, see “Item 1A.

The Audit Committee [added: of the Board] is primarily responsible for overseeing our enterprise risk management process on behalf of the Board of Directors, including cybersecurity risks.

This reporting includes updates on our information security strategy, key cyber risks and threats, our progress towards protecting the Company from such risks and threats, assessments of our cybersecurity [removed: program] [added: program,] and emerging trends.

The CISO has extensive

[removed: As of December 31, 2024,] [added: Additionally,] we [removed: owned or] leased a total of [removed: 2.3] [added: 0.4] million square feet of [removed: space,] [added: space outside of the US,] primarily in the [removed: US, UK] [added: UK,] and Canada.

In addition, we conduct sales, [removed: services] [added: services,] and administrative activities in various locations primarily in the US, [removed: UK] [added: UK,] and Canada.

Leases covering our currently occupied leased properties expire at varying dates, all within the next [removed: 11] [added: 10] years.

We anticipate no difficulty in retaining occupancy through lease renewals, month-to-month [removed: occupancy] [added: occupancy,] or replacing the leased properties with equivalent properties.

As of December 31, 2025, we owned or leased a total of 1.8 million square feet of space in the US, serving all of our reportable segments.

Our common stock has been listed on the Nasdaq Global Select Market since June 27, [removed: 2013] [added: 2013,] under the symbol “CDW.”

As of February [removed: 18, 2025,] [added: 17, 2026,] there were 5 holders of record of our common stock.

On February [removed: 5, 2025,] [added: 4, 2026,] we announced that our Board of Directors declared a quarterly cash dividend on our common stock of [removed: $0.625] [added: $0.630] per share.

The dividend will be paid on March [removed: 11, 2025] [added: 10, 2026,] to all stockholders of record as of the close of business on February 25, [removed: 2025.][added: 2026.]

We expect to continue to pay quarterly cash dividends on our common stock in the future, but such payments remain at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions (including in current or future agreements governing our indebtedness), restrictions imposed by applicable law, tax [removed: considerations] [added: considerations,] and other factors that our Board of Directors deems relevant.

Information relating to the Company’s purchases of its common stock during the three months ended December 31, [removed: 2024] [added: 2025,] is as follows:

On February 5, 2025, we announced that our Board of Directors authorized a $750 million increase to our share repurchase program [removed: (which was incremental to the approximately $588 million remaining as of December 31, 2024] under [removed: the $750 million authorization announced on February 7, 2024) under] which we may repurchase shares of our common stock from time to time in privately negotiated transactions, open market [removed: purchases] [added: purchases,] or other transactions as permitted by securities laws and other legal requirements.

The timing and amounts of any purchases will be based on market conditions and other factors including but not limited to share price, regulatory [removed: requirements] [added: requirements,] and capital availability.

The program does not require the purchase of any minimum dollar amount or number of shares, and the program may be modified, [removed: suspended] [added: suspended,] or discontinued at any time.

The following graph compares the cumulative total shareholder return, calculated on a dividend reinvested basis, on $100 invested at the closing of the market on December 31, [removed: 2019] [added: 2020,] through and including the market close on December 31, [removed: 2024,] [added: 2025,] with the cumulative total return for the same time period of the same amount invested in the Standard & Poor’s 500 Stock

(“S&P 500”) Index, the S&P 500 Information Technology [removed: Index] [added: Index,] and a peer group index.

Our peer group index for [removed: 2024] [added: 2025] consists of the following companies: Accenture plc, Arrow Electronics, Inc., Avnet, Inc., Best Buy Company, Inc., CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Flex Ltd., Genuine Parts Company, Henry Schein, Inc., Hewlett Packard Enterprise Company, Insight Enterprises, Inc., Jabil, Inc., LKQ Corporation, TD SYNNEX Corporation, W.W. Grainger, [removed: Inc.] [added: Inc.,] and Wesco International, Inc. This peer group was selected based on a review of publicly available information about these companies and our determination that they met one or more of the following criteria: (i) similar size in terms of revenue [removed: and/or] [added: or] enterprise value (one-third to three times our revenue or enterprise value); (ii) operates in a business-to-business distribution environment; (iii) members of the technology industry; (iv) similar customers (*i.e.*, business, government, healthcare, and education); (v) companies that provide services [removed: and/or] [added: or] solutions; (vi) similar margins; (vii) comparable percentage of international sales; (viii) frequently identified as a peer by the other peer companies or Institutional Shareholder Services Inc.; or (ix) identified by the Company as a competitor.

[removed: ][added: ]

| | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2024] [added: 2025] | | |

| October 1 through October 31, 2025 | | | | | | 0.2 | | | | | | $ | 155.34 | | | | | 0.2 | | | | | | $ | 810.3 | |

| November 1 through November 30, 2025 | | | | | | 0.6 | | | | | | 143.05 | | | | | | 0.6 | | | | | | 728.2 | | |

| December 1 through December 31, 2025 | | | | | | 0.3 | | | | | | 143.46 | | | | | | 0.3 | | | | | | 684.6 | | |

| Total | | | | | | 1.1 | | | | | | | | | | | | 1.1 | | | | | | | | |

As of December 31, 2025, the Company has approximately $685 million remaining under the program.

| CDW Corp | | | | | | $ | 100 | | | | | $ | 157 | | | | | $ | 138 | | | | | $ | 178 | | | | | $ | 138 | | | | | $ | 110 | |

| S&P 500 | | | | | | 100 | | | | | | 127 | | | | | | 102 | | | | | | 127 | | | | | | 157 | | | | | | 182 | | |

| S&P 500 Information Technology | | | | | | 100 | | | | | | 133 | | | | | | 95 | | | | | | 148 | | | | | | 201 | | | | | | 248 | | |

| CDW Peers | | | | | | 100 | | | | | | 141 | | | | | | 111 | | | | | | 140 | | | | | | 149 | | | | | | 141 | | |

| October 1 through October 31, 2024 | | | | | | 0.1 | | | | | | $ | 216.91 | | | | | 0.1 | | | | | | $ | 720.4 | |

| November 1 through November 30, 2024 | | | | | | 0.3 | | | | | | 185.98 | | | | | | 0.3 | | | | | | 659.7 | | |

| December 1 through December 31, 2024 | | | | | | 0.4 | | | | | | 177.39 | | | | | | 0.4 | | | | | | 587.6 | | |

| Total | | | | | | 0.8 | | | | | | | | | | | | 0.8 | | | | | | | | |

| CDW Corp | | | | | | $ | 100 | | | | | $ | 93 | | | | | $ | 147 | | | | | $ | 129 | | | | | $ | 167 | | | | | $ | 129 | |

| S&P 500 | | | | | | 100 | | | | | | 116 | | | | | | 148 | | | | | | 119 | | | | | | 148 | | | | | | 182 | | |

| S&P 500 Information Technology | | | | | | 100 | | | | | | 142 | | | | | | 190 | | | | | | 135 | | | | | | 211 | | | | | | 286 | | |

| CDW Peers | | | | | | 100 | | | | | | 116 | | | | | | 163 | | | | | | 128 | | | | | | 162 | | | | | | 173 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i7dda2da9122848c1aea9f1e82f76176a_169)] [added: Firm](#i4381ef5f0fd2455fb9c103a5112830b5_181)] (PCAOB ID: 42) | | | [removed: [39](#i7dda2da9122848c1aea9f1e82f76176a_169)] [added: [41](#i4381ef5f0fd2455fb9c103a5112830b5_181)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_175)[4](#i7dda2da9122848c1aea9f1e82f76176a_175)] [added: 202](#i4381ef5f0fd2455fb9c103a5112830b5_187)[5](#i4381ef5f0fd2455fb9c103a5112830b5_187)] [and [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_175)[3](#i7dda2da9122848c1aea9f1e82f76176a_175)] [added: 202](#i4381ef5f0fd2455fb9c103a5112830b5_187)[4](#i4381ef5f0fd2455fb9c103a5112830b5_187)] | | | [removed: [41](#i7dda2da9122848c1aea9f1e82f76176a_175)] [added: [43](#i4381ef5f0fd2455fb9c103a5112830b5_187)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[4](#i7dda2da9122848c1aea9f1e82f76176a_178)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[3](#i7dda2da9122848c1aea9f1e82f76176a_178) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[2](#i7dda2da9122848c1aea9f1e82f76176a_178)] [added: 2025, 2024, and 2023](#i4381ef5f0fd2455fb9c103a5112830b5_190)] | | | [removed: [42](#i7dda2da9122848c1aea9f1e82f76176a_178)] [added: [44](#i4381ef5f0fd2455fb9c103a5112830b5_190)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[4](#i7dda2da9122848c1aea9f1e82f76176a_181)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[3](#i7dda2da9122848c1aea9f1e82f76176a_181) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[2](#i7dda2da9122848c1aea9f1e82f76176a_181)] [added: 2025, 2024, and 2023](#i4381ef5f0fd2455fb9c103a5112830b5_193)] | | | [removed: [43](#i7dda2da9122848c1aea9f1e82f76176a_181)] [added: [45](#i4381ef5f0fd2455fb9c103a5112830b5_193)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[4](#i7dda2da9122848c1aea9f1e82f76176a_184)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[3](#i7dda2da9122848c1aea9f1e82f76176a_184) [and 20](#i7dda2da9122848c1aea9f1e82f76176a_184)[2](#i7dda2da9122848c1aea9f1e82f76176a_184)[2](#i7dda2da9122848c1aea9f1e82f76176a_184)] [added: 2025, 2024, and 2023](#i4381ef5f0fd2455fb9c103a5112830b5_196)] | | | [removed: [44](#i7dda2da9122848c1aea9f1e82f76176a_184)] [added: [46](#i4381ef5f0fd2455fb9c103a5112830b5_196)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[4](#i7dda2da9122848c1aea9f1e82f76176a_187) [202](#i7dda2da9122848c1aea9f1e82f76176a_187)[3](#i7dda2da9122848c1aea9f1e82f76176a_187) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[2](#i7dda2da9122848c1aea9f1e82f76176a_187)] [added: 2025, 2024, and 2023](#i4381ef5f0fd2455fb9c103a5112830b5_199)] | | | [removed: [45](#i7dda2da9122848c1aea9f1e82f76176a_187)] [added: [47](#i4381ef5f0fd2455fb9c103a5112830b5_199)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i7dda2da9122848c1aea9f1e82f76176a_193) | | | [46](#i7dda2da9122848c1aea9f1e82f76176a_193) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

| | | | | | | [removed: Revenue] [added: Revenue] recognition – Professional [removed: Services] [added: Services] | | |

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | | | | | As described in Note 1 to the consolidated financial statements, the Company provides professional services, which include project managers, specialists and engineers [removed: recommending,] [added: recommending] designing and implementing IT solutions. Revenue from professional services is recognized either on a time and materials basis or proportionally as costs are incurred for fixed fee project work. Revenue is recognized on a gross basis each month as work is performed and the Company transfers those services. For professional services where revenue is recognized proportionally as costs are incurred, judgment is required in determining the total expected costs for each project at inception and as the services are performed. Auditing the Company’s service revenue contracts with customers where revenue is recognized proportionally based on costs incurred for fixed fee project work was complex given the judgment required in determining estimated total costs for projects and level of completion at a point in time. | | |

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Company’s process relating to the determination of the total expected costs for each project at inception and as the services are performed. For example, we evaluated the design and tested the operating effectiveness of controls over management’s review of the assumptions and data utilized to estimate costs to complete and the accumulation of actual costs incurred. To test the estimated costs to complete for projects, our audit procedures included, among others, obtaining an understanding of the contract with the customer and assessing management’s initial estimated costs to complete. For example, for a sample of contracts, we performed inquiries of project managers, tested costs incurred by comparing amounts recorded to source documents, and performed a retrospective review of management’s initial cost estimate. | | |

| | | | [added: | | |] 2024 | | | | | | [added: | | | | | |] 2023 | | | [added: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 503.5] [added: 618.7] | | | | | $ | [removed: 588.7] [added: 503.5] | |

| Short-term investments | | | [removed: 214.2] [added: —] | | | | | | [removed: —] [added: 214.2] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $43.3] [added: $65.2] and [removed: $28.8,] [added: $43.3,] respectively | | | [removed: 5,135.8] [added: 6,312.4] | | | | | | [removed: 4,567.5] [added: 5,135.8] | | |

| Merchandise inventory | | | [removed: 605.3] [added: 563.4] | | | | | | [removed: 668.1] [added: 605.3] | | |

| Miscellaneous receivables | | | [removed: 509.9] [added: 554.0] | | | | | | [removed: 470.5] [added: 509.9] | | |

| Prepaid expenses and other | | | [removed: 404.4] [added: 452.0] | | | | | | [removed: 410.2] [added: 404.4] | | |

| Total current assets | | | [removed: 7,373.1] [added: 8,500.5] | | | | | | [removed: 6,705.0] [added: 7,373.1] | | |

| Operating lease right-of-use assets | | | [removed: 120.2] [added: 136.7] | | | | | | [removed: 128.8] [added: 120.2] | | |

| Property and equipment, net | | | [removed: 192.0] [added: 171.5] | | | | | | [removed: 195.5] [added: 192.0] | | |

| Goodwill | | | [removed: 4,620.4] [added: 4,662.3] | | | | | | [removed: 4,413.4] [added: 4,620.4] | | |

| Other intangible assets, net | | | [removed: 1,356.6] [added: 1,186.4] | | | | | | [removed: 1,369.7] [added: 1,356.6] | | |

| Accounts receivable and other assets, noncurrent | | | [removed: 1,016.1] [added: 1,370.8] | | | | | | [removed: 472.2] [added: 1,016.1] | | |

| Total Assets | | | $ | [removed: 14,678.4] [added: 16,028.2] | | | | | $ | [removed: 13,284.6] [added: 14,678.4] | |

| Accounts payable-trade | | | $ | [removed: 3,381.3] [added: 4,220.1] | | | | | $ | [removed: 2,881.0] [added: 3,381.3] | |

| Accounts payable-inventory financing | | | [removed: 355.2] [added: 352.6] | | | | | | [removed: 430.9] [added: 355.2] | | |

| Current maturities of long-term debt | | | [removed: 235.8] [added: 1,007.5] | | | | | | [removed: 613.1] [added: 235.8] | | |

| Contract liabilities | | | [removed: 491.0] [added: 534.0] | | | | | | [removed: 487.4] [added: 491.0] | | |

| Compensation | | | [removed: 275.8] [added: 318.8] | | | | | | [removed: 303.0] [added: 275.8] | | |

| Advertising | | | [removed: 137.7] [added: 176.1] | | | | | | [removed: 119.9] [added: 137.7] | | |

| Sales and income taxes | | | [removed: 61.6] [added: 82.9] | | | | | | [removed: 52.4] [added: 61.6] | | |

| Other | | | [removed: 536.0] [added: 534.1] | | | | | | [removed: 554.3] [added: 536.0] | | |

| Total current liabilities | | | [removed: 5,474.4] [added: 7,226.1] | | | | | | [removed: 5,442.0] [added: 5,474.4] | | |

| Debt | | | [removed: 5,607.0] [added: 4,622.3] | | | | | | [removed: 5,031.8] [added: 5,607.0] | | |

| Deferred income taxes | | | [removed: 167.4] [added: 171.8] | | | | | | [removed: 171.4] [added: 167.4] | | |

| Operating lease liabilities | | | [removed: 149.1] [added: 157.8] | | | | | | [removed: 164.0] [added: 149.1] | | |

| Accounts payable and other liabilities | | | [removed: 927.8] [added: 1,244.1] | | | | | | [removed: 432.9] [added: 927.8] | | |

| [Notes to Consolidated Financial Statements](#i4381ef5f0fd2455fb9c103a5112830b5_205) | | | [48](#i4381ef5f0fd2455fb9c103a5112830b5_205) | | |

| February 20, 2026 | | |

| | | | 2025 | | | | | | 2024 | | |

[Table of](#i4381ef5f0fd2455fb9c103a5112830b5_7) [Contents](#i4381ef5f0fd2455fb9c103a5112830b5_7)

[Table of](#i4381ef5f0fd2455fb9c103a5112830b5_7) [Contents](#i4381ef5f0fd2455fb9c103a5112830b5_7)

[Table of](#i4381ef5f0fd2455fb9c103a5112830b5_7) [Contents](#i4381ef5f0fd2455fb9c103a5112830b5_7)

| Net income | | | $ | 1,066.6 | | | | | $ | 1,077.8 | | | | | $ | 1,104.3 | |

| | | | | | | | | | | | | | | | | | |

| Other | | | 8.4 | | | | | | (23.3) | | | | | | (38.4) | | |

[Table of](#i4381ef5f0fd2455fb9c103a5112830b5_7) [Contents](#i4381ef5f0fd2455fb9c103a5112830b5_7)

| Shares issued under equity-based compensation plans | | | | | | 1.0 | | | | | | — | | | | | | 49.3 | | | | | | — | | | | | | — | | | | | | 49.3 | | |

| Shares issued under equity-based compensation plans | | | | | | 0.8 | | | | | | — | | | | | | 47.0 | | | | | | — | | | | | | — | | | | | | 47.0 | | |

| Shares issued under equity-based compensation plans | | | | | | 0.6 | | | | | | — | | | | | | 29.5 | | | | | | — | | | | | | — | | | | | | 29.5 | | |

| Repurchases of common stock | | | | | | (4.0) | | | | | | — | | | | | | — | | | | | | (653.0) | | | | | | — | | | | | | (653.0) | | |

| Dividend payments ($2.505 per share) | | | | | | — | | | | | | — | | | | | | 3.3 | | | | | | (331.9) | | | | | | — | | | | | | (328.6) | | |

| Foreign currency translation and other | | | | | | — | | | | | | — | | | | | | 0.9 | | | | | | (6.6) | | | | | | 59.7 | | | | | | 54.0 | | |

| Balance as of December 31, 2025 | | | | | | 129.4 | | | | | | $ | 1.3 | | | | | $ | 3,978.5 | | | | | $ | (1,273.9) | | | | | $ | (99.8) | | | | | $ | 2,606.1 | |

The portion of these costs expected to be amortized within the next 12 months is presented in Prepaid expenses and other on the Consolidated Balance Sheets.

value are observable in the market.

These extended

As a result, the Company is the principal, and professional services revenue is recognized on a gross basis either on a time and

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles— Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.

This ASU removes stage-based capitalization rules for internal-use software to increase the operability of the recognition guidance considering different methods of software development.

Entities may apply the guidance using a prospective, modified, or retrospective transition approach.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326).

This ASU introduces a practical expedient for all entities when estimating credit losses on current accounts receivable and/or current contract assets by assuming that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments are effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

An entity that elects the practical expedient should apply the amendments on a prospective basis.

The Company adopted this ASU and elected to apply the practical expedient beginning January 1, 2026.

The adoption of this ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.

The Company adopted this ASU on a prospective basis which resulted in revised disclosures beginning with the 2025 annual reporting period while comparative reporting periods are not updated under the new ASU within Note 10 (Income Taxes).

During the fourth quarter of 2025, the Company finalized the purchase price and completed its identification and measurement of the assets acquired and liabilities assumed as of the date of the acquisition.

There were no significant adjustments to the preliminary purchase price allocation.

| | | | | | | 2025 | | | | | | 2024 | | |

| | | | | | | 2025 | | | | | | 2024 | | |

| | | | | | | 2025 | | | | | | 2024 | | |

| Remaining performance obligations | | | | | | $ | 147.6 | | | | | $ | 74.8 | | | | | $ | 30.0 | | | | | $ | 9.3 | |

| | | | | | | | | | | | | | | | | | |

| Acquisition activity(4) | | | | | | 2.7 | | | | | | — | | | | | | 16.6 | | | | | | — | | | | | | 19.3 | | |

| Balances as of December 31, 2025(2) | | | | | | $ | 2,373.5 | | | | | $ | 230.2 | | | | | $ | 1,712.1 | | | | | $ | 346.5 | | | | | $ | 4,662.3 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| February 21, 2025 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Payments of debt issuance costs | | | (10.9) | | | | | | — | | | | | | — | | |

| Repayments of receivable financing liability | | | (36.6) | | | | | | (61.1) | | | | | | (68.8) | | |

| Other | | | 24.2 | | | | | | 22.7 | | | | | | 22.9 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2021 | | | | | | 134.8 | | | | | | $ | 1.3 | | | | | $ | 3,369.5 | | | | | $ | (2,570.7) | | | | | $ | (94.4) | | | | | $ | 705.7 | |

| Stock option exercises | | | | | | 0.5 | | | | | | 0.1 | | | | | | 30.1 | | | | | | — | | | | | | — | | | | | | 30.2 | | |

| Dividend payments ($2.090 per share) | | | | | | — | | | | | | — | | | | | | 1.9 | | | | | | (284.5) | | | | | | — | | | | | | (282.6) | | |

| Stock option exercises | | | | | | 1.0 | | | | | | — | | | | | | 49.3 | | | | | | — | | | | | | — | | | | | | 49.3 | | |

| Stock option exercises | | | | | | 0.8 | | | | | | — | | | | | | 47.0 | | | | | | — | | | | | | — | | | | | | 47.0 | | |

For additional information on the Company’s allowance for credit loss, see Note 4 (Accounts Receivable and Contract Balances).

The Company decreases

considered impaired and an impairment charge is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill.

cannot be redirected to another customer and (v) as applicable, the configuration services have been completed when ordered with the hardware.

This evaluation requires management to make use of estimates and assumptions and considers all

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses included in a segment’s profit or loss measure on an annual and interim basis.

Entities are required to apply the amendments on a retrospective basis.

The Company adopted this ASU for the 2024 annual reporting period, which resulted in additional disclosures for amounts presented within Note 17 (Segment Information).

Mission is a leading cloud professional services, managed services and consulting provider.

This strategic acquisition strengthens the Company’s capabilities to deliver full lifecycle projects and complements its existing cloud, data, artificial intelligence and software platform engineering solution capabilities.

The acquisition of Mission was not material to the Company’s results of operations and financial condition.

The financial results of Mission have been included in the Company’s Consolidated Financial Statements since the date of acquisition, and the amounts are presented within the Corporate reportable segment.

The purchase price allocation is preliminary and subject to customary closing adjustments and revision as additional information about fair value of assets and liabilities become available.

| Remaining performance obligations | | | | | | $ | 113.3 | | | | | $ | 67.7 | | | | | $ | 28.7 | | | | | $ | 11.1 | |

| Balances as of December 31, 2022(2) | | | | | | $ | 2,133.4 | | | | | $ | 230.2 | | | | | $ | 1,658.8 | | | | | $ | 320.3 | | | | | $ | 4,342.7 | |

| Acquisition activity(3) | | | | | | 19.7 | | | | | | — | | | | | | 36.3 | | | | | | — | | | | | | 56.0 | | |

| Foreign currency translation | | | | | | — | | | | | | — | | | | | | — | | | | | | 14.7 | | | | | | 14.7 | | |

(3)Includes other immaterial acquisitions.

| Customer relationships | | | | | | 3 - 14 | | | | | | $ | 3,379.7 | | | | | $ | (2,236.6) | | | | | $ | 1,143.1 | |

| Trade name | | | | | | 1 - 20 | | | | | | 446.1 | | | | | | (366.6) | | | | | | 79.5 | | |

| Internally developed software | | | | | | 3 - 5 | | | | | | 474.9 | | | | | | (330.6) | | | | | | 144.3 | | |

| Other | | | | | | 1 - 10 | | | | | | 4.3 | | | | | | (1.5) | | | | | | 2.8 | | |

| Total | | | | | | | | | | | | $ | 4,305.0 | | | | | $ | (2,935.3) | | | | | $ | 1,369.7 | |

| 2025 | | | | | | $ | 240.0 | |

Based on such evaluation, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, [removed: summarizing] [added: summarizing,] and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on its assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited CDW Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, CDW Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

| February 20, 2026 | | |

| February 21, 2025 | | |

Not applicable.

None.

[removed: Other] [added: The remaining] information required under this Item 10 is incorporated herein by reference to [added: the sections entitled “Corporate Governance – Board Committees,” “Corporate Governance – Code of Business Conduct and Ethics,” “Corporate Governance – Insider Trading Policies,” and “Proposal 1 – Election of Directors” in] our definitive proxy statement for our [removed: 2025] [added: 2026] annual meeting of stockholders on May [removed: 20, 2025 (“2025] [added: 21, 2026 (“2026] Proxy Statement”), which we will file with the SEC on or before April 30, [removed: 2025.][added: 2026.]

We will provide disclosure of delinquent Section 16(a) reports, if any, in our 2026 Proxy Statement in a section entitled “Ownership of Our Common Stock - Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

We have adopted The CDW Way Code, our code of business conduct and ethics, that is applicable to all of our coworkers, including officers, and directors.

A copy of The CDW Way Code is available on our website at www.cdw.com.

We intend to disclose any substantive amendments to, or waivers from, The CDW Way Code by posting such information on our website or by filing a Form 8-K, in each case to the extent such disclosure is required by the rules of the SEC or Nasdaq.

We have a Policy on Insider Trading governing the purchase, sale, and/or other dispositions of our securities by directors, officers, coworkers and consultants, as well as the Company itself, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.

A copy of our Policy on Insider Trading is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Information required under this Item 11 is incorporated herein by reference to the sections entitled “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Director Compensation,” “Compensation Committee Report,” and “2025 Executive Compensation” in the 2026 Proxy Statement; provided that the information under the subheading “Pay Versus Performance” under the principal heading “2025 Executive Compensation” in the 2026 Proxy Statement is not incorporated herein by reference.

Information required under this Item 11 is incorporated herein by reference to the 2025 Proxy Statement.

Information required under this Item 12 is incorporated herein by reference to the [removed: 2025] [added: sections entitled “Ownership of Our Common Stock” and “Equity Compensation Plan Information” in the 2026] Proxy Statement.

Information required under this Item 13 is incorporated herein by reference to the [removed: 2025] [added: sections entitled “Corporate Governance – Independence of Our Board of Directors” and “Corporate Governance – Related Person Transactions” in the 2026] Proxy Statement.

Information required under this Item 14 is incorporated herein by reference to the sections entitled “Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm – Fees Paid to EY” and “Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm – Audit Committee Approval Policies and Procedures” in the 2026 Proxy Statement.

Information required under this Item 14 is incorporated herein by reference to the 2025 Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#i7dda2da9122848c1aea9f1e82f76176a_169)] [added: Firm](#i4381ef5f0fd2455fb9c103a5112830b5_181)] | | | [removed: [39](#i7dda2da9122848c1aea9f1e82f76176a_169)] [added: [41](#i4381ef5f0fd2455fb9c103a5112830b5_181)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_175)[4](#i7dda2da9122848c1aea9f1e82f76176a_175)] [added: 202](#i4381ef5f0fd2455fb9c103a5112830b5_187)[5](#i4381ef5f0fd2455fb9c103a5112830b5_187)] [and [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_175)[3](#i7dda2da9122848c1aea9f1e82f76176a_175)] [added: 202](#i4381ef5f0fd2455fb9c103a5112830b5_187)[4](#i4381ef5f0fd2455fb9c103a5112830b5_187)] | | | [removed: [41](#i7dda2da9122848c1aea9f1e82f76176a_175)] [added: [43](#i4381ef5f0fd2455fb9c103a5112830b5_187)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[4](#i7dda2da9122848c1aea9f1e82f76176a_178)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[3](#i7dda2da9122848c1aea9f1e82f76176a_178) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[2](#i7dda2da9122848c1aea9f1e82f76176a_178)] [added: 2025, 2024, and 2023](#i4381ef5f0fd2455fb9c103a5112830b5_190)] | | | [removed: [42](#i7dda2da9122848c1aea9f1e82f76176a_178)] [added: [44](#i4381ef5f0fd2455fb9c103a5112830b5_190)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[4](#i7dda2da9122848c1aea9f1e82f76176a_181)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[3](#i7dda2da9122848c1aea9f1e82f76176a_181) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[2](#i7dda2da9122848c1aea9f1e82f76176a_181)] [added: 2025, 2024, and 2023](#i4381ef5f0fd2455fb9c103a5112830b5_193)] | | | [removed: [43](#i7dda2da9122848c1aea9f1e82f76176a_181)] [added: [45](#i4381ef5f0fd2455fb9c103a5112830b5_193)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[4](#i7dda2da9122848c1aea9f1e82f76176a_184)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[3](#i7dda2da9122848c1aea9f1e82f76176a_184) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[2](#i7dda2da9122848c1aea9f1e82f76176a_184)] [added: 2025, 2024, and 2023](#i4381ef5f0fd2455fb9c103a5112830b5_196)] | | | [removed: [44](#i7dda2da9122848c1aea9f1e82f76176a_184)] [added: [46](#i4381ef5f0fd2455fb9c103a5112830b5_196)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[4](#i7dda2da9122848c1aea9f1e82f76176a_187)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[3](#i7dda2da9122848c1aea9f1e82f76176a_187) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[2](#i7dda2da9122848c1aea9f1e82f76176a_187)] [added: 2025, 2024, and 2023](#i4381ef5f0fd2455fb9c103a5112830b5_199)] | | | [removed: [45](#i7dda2da9122848c1aea9f1e82f76176a_187)] [added: [47](#i4381ef5f0fd2455fb9c103a5112830b5_199)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i7dda2da9122848c1aea9f1e82f76176a_193)] [added: Statements](#i4381ef5f0fd2455fb9c103a5112830b5_205)] | | | [removed: [46](#i7dda2da9122848c1aea9f1e82f76176a_193)] [added: [48](#i4381ef5f0fd2455fb9c103a5112830b5_205)] | | |

| 3.1 | | | [removed: | | |] [Seventh Amended and Restated Certificate of Incorporation of CDW [removed: Corporation, previously filed as Exhibit 3.1 with CDW Corporation’s Form] [added: Corporation](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm) | | |] 8-K [removed: filed on May 22, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm)] | | | [added: 3.1 | | | 5/22/2023 | | | | | |]

| 3.2 | | | [removed: | | |] [Amended and Restated [removed: By Laws] [added: Bylaws] of CDW [removed: Corporation, previously filed as Exhibit 3.1 with CDW Corporation’s Form] [added: Corporation](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm) | | |] 8-K [removed: filed on](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm) [December 1](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm)[8](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm)[,2024](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm) [and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm)] | | | [added: 3.1 | | | 12/18/2024 | | | | | |]

| [removed: 4.1* | | |] [added: 4.1] | | | [Description of CDW Corporation’s Common [removed: Stock](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex41.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1402057/000140205726000011/cdw-2025123110kxex41.htm)] | | | [added: | | | | | | | | | X | | |]

| 4.2 | | | [removed: | | |] [Specimen Common Stock [removed: Certificate, previously filed as Exhibit] [added: Certificate](https://www.sec.gov/Archives/edgar/data/1402057/000119312513269782/d501911dex41.htm) | | | S-1/A | | |] 4.1 [removed: with CDW Corporation’s Amendment No. 3 to Form S-1 filed on June 25, 2013 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312513269782/d501911dex41.htm)] | | | [added: 6/25/2013 | | | | | |]

| 4.3 | | | [removed: | | |] [Base [removed: Indenture, dated] [added: Indenture](https://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) [dated] as of December 1, [removed: 2014, by] [added: 2014,](https://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) [by] and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party [removed: thereto and] [added: thereto](https://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) [and] U.S. Bank National Association as [removed: trustee, previously filed as Exhibit 4.1 with CDW Corporation’s Form] [added: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) | | |] 8-K [removed: filed on December 1, 2014 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm)] | | | [added: 4.1 | | | 12/1/2014 | | | | | |]

| 4.4 | | | [removed: | | |] [Fourth Supplemental [removed: Indenture, dated] [added: Indenture,](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)[dated] as of September 26, [removed: 2019, by] [added: 2019,](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [by] and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party [removed: thereto and] [added: thereto](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)[,](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [and] U.S. Bank National Association as [removed: trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form] [added: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) | | |] 8-K [removed: filed on September 26, 2019 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)] | | | [added: 4.2 | | | 9/26/2019 | | | | | |]

| 4.5 | | | [removed: | | |] [Form of 4.250% Senior Note (included as Exhibit A to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)[4](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)[) previously filed as Exhibit 4.3 with CDW Corporation’s Form] [added: 4.4)](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) | | |] 8-K [removed: filed on September 26, 2019 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)] | | | [added: 4.2 | | | 9/26/2019 | | | | | |]

| 4.6 | | | [removed: | | | [Fifth] [added: [Sixth] Supplemental [removed: Indenture, dated] [added: Indenture](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[,](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[dated] as of [removed: April 21, 2020, by] [added: August 13, 2020,](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) [by] and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party [removed: thereto and] [added: thereto](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[,](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) [and] U.S. Bank National Association as [removed: trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form] [added: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) | | |] 8-K [removed: filed on April 21, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)] | | | [added: 4.2 | | | 8/13/2020 | | | | | |]

| 4.7 | | | [removed: | | |] [Form of [removed: 4.125%] [added: 3.25%] Senior Note (included as Exhibit A to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)[), previously filed as Exhibit 4.3 with CDW Corporation’s Form] [added: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) | | |] 8-K [removed: filed on April 21, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)] | | | [added: 4.2 | | | 8/13/2020 | | | | | |]

| 4.8 | | | [removed: | | | [Sixth] [added: [Seventh] Supplemental Indenture, dated as of [removed: August 13, 2020,] [added: December 1, 2021,] by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party [removed: thereto] [added: thereto,] and U.S. Bank National Association as [removed: trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form] [added: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm) | | |] 8-K [removed: filed on August 13, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)] | | | [added: 4.2 | | | 12/1/2021 | | | | | |]

| 4.10 | | | [removed: | | | [Seventh] [added: [Eighth] Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party [removed: thereto] [added: thereto,] and U.S. Bank National [removed: Association, previously filed] [added: Association] as [removed: Exhibit 4.2 with CDW Corporation’s Form] [added: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm) | | |] 8-K [removed: filed on December 1, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)] | | | [added: 4.4 | | | 12/1/2021 | | | | | |]

| [removed: 4.11 | | |] [added: 4.9] | | | [Form of 2.670% Senior Note (included as Exhibit A to Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)[0](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)[) previously filed as Exhibit 4.3 with CDW Corporation’s Form] [added: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)[8](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm) | | |] 8-K [removed: filed on December 1, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)] | | | [added: 4.2 | | | 12/1/2021 | | | | | |]

| 4.12 | | | [removed: | | | [Eighth] [added: [Ninth] Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party [removed: thereto] [added: thereto,] and U.S. Bank National [removed: Association, previously filed] [added: Association] as [removed: Exhibit 4.4 with CDW Corporation’s Form] [added: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm) | | |] 8-K [removed: filed on December 1, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)] | | | [added: 4.6 | | | 12/1/2021 | | | | | |]

| [removed: 4.13 | | |] [added: 4.11] | | | [Form of 3.276% Senior Note (included as Exhibit A to Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)[2](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)[) previously filed as Exhibit 4.5 with CDW Corporation’s Form] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)[0](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm) | | |] 8-K [removed: filed on December 1, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)] | | | [added: 4.4 | | | 12/1/2021 | | | | | |]

| 4.14 | | | [removed: | | | [Ninth] [added: [Eighteenth] Supplemental Indenture, dated as of [removed: December 1, 2021,] [added: August 22, 2024,] by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party [removed: thereto and] [added: thereto](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[,](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm) [and] U.S. Bank [added: Trust Company,] National [removed: Association, previously filed] [added: Association] as [removed: Exhibit 4.6 with CDW Corporation’s Form] [added: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm) | | |] 8-K [removed: filed on December 1, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)] | | | [added: 4.2 | | | 8/22/2024 | | | | | |]

| [removed: 4.15 | | |] [added: 4.13] | | | [Form of 3.569% Senior Note (included as Exhibit A to Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)[4](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)[) previously filed as Exhibit 4.7 with CDW Corporation’s Form] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)[2](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)[)](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm) | | |] 8-K [removed: filed on December 1, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)] | | | [added: 4.6 | | | 12/1/2021 | | | | | |]

| [removed: 4.16* | | |] [added: 4.16] | | | [removed: [Eleventh] [added: [Nineteenth] Supplemental Indenture, dated as of [removed: January 31, 2022,] [added: August 22, 2024,] by and among [removed: SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal,] [added: CDW] LLC, [removed: Sirius Computer Solutions Financial Services, LLC and] [added: CDW Finance Corporation, CDW Corporation, the other guarantors party thereto](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm)[,](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm) [and] U.S. Bank [added: Trust Company,] National [removed: Association,] [added: Association] as [removed: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex416.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm)] | | | [added: 8-K | | | 4.4 | | | 8/22/2024 | | | | | |]

| [removed: 4.24 | | |] [added: 4.15] | | | [Form of 5.100% Senior Note (included as Exhibit A to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[), previously filed as Exhibit 4.3 with CDW Corporation’s Form] [added: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[14](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm) | | |] 8-K [removed: filed on August 22, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)] | | | [added: 4.2 | | | 8/22/2024 | | | | | |]

| [removed: 4.26 | | |] [added: 4.17] | | | [Form of 5.550% Senior Note (included as Exhibit A to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm)[25](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm)[), previously filed as Exhibit 4.5 with CDW Corporation’s Form] [added: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm)[16](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm) | | |] 8-K [removed: filed on August 22, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm)] | | | [added: 4.4 | | | 8/22/2024 | | | | | |]

| 10.1 | | | [removed: | | |] [Credit Agreement, dated as of December [removed: 1, 2021,] [added: 17, 2025,] by and among CDW LLC, [added: CDW Finance Holdings Limited,] the [added: guarantors party thereto, the] lenders [removed: from time to time] party thereto, JPMorgan Chase Bank, N.A., as administrative agent, [added: Wells Fargo Commercial Distribution Finance, LLC, as floorplan funding agent,] and the joint lead arrangers, joint bookrunners, co-syndication [removed: agents] [added: agents,] and co-documentation agents party [removed: thereto, previously filed as Exhibit 10.1 with CDW Corporation’s Form] [added: thereto](https://www.sec.gov/Archives/edgar/data/1402057/000119312525329779/d43199dex101.htm) | | |] 8-K [removed: filed on December 2, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm)] | | | [added: 10.1 | | | 12/23/2025 | | | | | |]

| [removed: 10.8§ | | |] [added: 10.4] | | | [Form of Indemnification Agreement by and between CDW Corporation and its directors and executive [removed: officers, previously filed as Exhibit 10.32 with CDW Corporation’s Amendment No. 2 to Form] [added: officers](https://www.sec.gov/Archives/edgar/data/1402057/000119312513258607/d501911dex1032.htm) | | |] S-1 [removed: filed on June 14, 2013 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312513258607/d501911dex1032.htm)] | | | [added: 10.32 | | | 6/14/2013 | | | | | |]

| [removed: 10.9§ | | |] [added: 10.5] | | | [CDW Corporation Senior Management Incentive Plan, as Amended and Restated Effective January 1, [removed: 2020, previously filed as Exhibit 10.1 with CDW Corporation’s Form] [added: 2020](https://www.sec.gov/Archives/edgar/data/1402057/000140205720000124/cdw-2020630x10qxex101.htm) | | |] 10-Q [removed: filed on August 5, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205720000124/cdw-2020630x10qxex101.htm)] | | | [added: 10.1 | | | 8/5/2020 | | | | | |]

| [removed: 10.10§ | | |] [added: 10.6] | | | [CDW Corporation Amended and Restated 2013 Long-Term Incentive [removed: Plan, previously filed as Exhibit 10.1 with CDW Corporation’s Form] [added: Plan](https://www.sec.gov/Archives/edgar/data/1402057/000119312516596107/d128306dex101.htm) | | |] 8-K [removed: filed on May 19, 2016 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312516596107/d128306dex101.htm)] | | | [added: 10.1 | | | 5/19/2016 | | | | | |]

| [removed: 10.11§ | | |] [added: 10.7] | | | [CDW Corporation 2021 Long-Term Incentive [removed: Plan, previously filed as Exhibit 10.1 with CDW Corporation’s Form] [added: Plan](https://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm) | | |] 8-K [removed: filed on May](https://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm) [21](https://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm)[, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm)] | | | [added: 10.1 | | | 5/21/2021 | | | | | |]

| [removed: 10.13§ | | |] [added: 10.8] | | | [Form of Stock Option Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive [removed: Plan, previously filed as Exhibit 10.22 with CDW Corporation’s Form] [added: Plan](https://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1022.htm) | | |] 10-K [removed: filed on March 1, 2017 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1022.htm)] | | | [added: 10.22 | | | 3/1/2017 | | | | | |]

| [removed: 10.14§ | | |] [added: 10.9] | | | [Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, [removed: 2023, previously filed as Exhibit 10.14 with CDW Corporation’s Form] [added: 202](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1014.htm)[3](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1014.htm) | | |] 10-K [removed: filed on February 28, 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1014.htm)] | | | [added: 10.14 | | | 2/28/2022 | | | | | |]

| [removed: 10.15§ | | |] [added: 10.10] | | | [Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, [removed: 2023, previously filed as Exhibit 10.13 with CDW Corporation’s Form] [added: 2023](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm) | | |] 10-K [removed: filed on February 24, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)] | | | [added: 10.13 | | | 2/24/2023 | | | | | |]

| [removed: 10.16§ | | |] [added: 10.11] | | | [Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, [removed: 2023, previously filed as Exhibit 10.17 with CDW Corporation’s Form] [added: 2023](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1017.htm) | | |] 10-K [removed: filed on February 28, 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1017.htm)] | | | [added: 10.17 | | | 2/28/2022 | | | | | |]

| [removed: 10.17§* | | |] [added: 10.12] | | | [Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex1017.htm).] [added: 2023 and prior to March 5, 2025](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)] | | | [added: 10-K | | | 10.16 | | | 2/24/2023 | | | | | |]

| [removed: 10.18§* | | |] [added: 10.13] | | | [Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex1018.htm)] [added: Plan for awards prior to March 5, 2025](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1019.htm)] | | | [added: 10-K | | | 10.19 | | | 2/24/2023 | | | | | |]

| [removed: 10.19§ | | |] [added: 10.14] | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive [removed: Plan, previously filed as Exhibit 10.20 with CDW Corporation’s Form 10-K filed on] [added: Plan for awards prior to] February [removed: 24, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1020.htm)] [added: 13, 2026](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1020.htm)] | | | [added: 10-K | | | 10.20 | | | 2/24/2023 | | | | | |]

| [removed: 10.20§ | | |] [added: 10.15] | | | [Form of Lead Independent Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive [removed: Plan, previously filed as Exhibit 10.1 with CDW Corporation’s Form] [added: Plan for awards prior to February 13, 2026](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000091/ex1012023leadindependentdi.htm) | | |] 10-Q [removed: filed on May 3, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000091/ex1012023leadindependentdi.htm)] | | | [added: 10.1 | | | 5/3/2023 | | | | | |]

| [removed: 10.21§ | | |] [added: 10.16] | | | [CDW LLC Nonqualified Deferred Compensation [removed: Plan, previously filed as Exhibit 10.3 with CDW Corporation’s Form] [added: Plan](https://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex103.htm) | | |] 10-Q [removed: filed on August 4, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex103.htm)] | | | [added: 10.3 | | | 8/4/2021 | | | | | |]

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Incorporated by Reference | | | | | | | | | | | |

| Exhibit No. | | | Exhibit Description | | | Form | | | Exhibit | | | Filing Date | | | Filed Herewith | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.2 | | | [Form of Compensation Protection Agreement effective 2023-2025](https://www.sec.gov/Archives/edgar/data/1402057/000119312522284592/d397408dex101.htm) | | | 8-K | | | 10.1 | | | 11/14/2022 | | | | | |

| 10.3 | | | [Form of Compensation Protection Agreement effective 2026-2028](https://www.sec.gov/Archives/edgar/data/1402057/000119312525329779/d43199dex102.htm) | | | 8-K | | | 10.2 | | | 12/23/2025 | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.19 | | | [Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000096/cdw-2025331x10qxex101.htm) | | | 10-Q | | | 10.1 | | | 5/7/2025 | | | | | |

| 10.20 | | | [Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000096/cdw-2025331x10qxex102.htm) | | | 10-Q | | | 10.2 | | | 5/7/2025 | | | | | |

| 10.21 | | | [Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000096/cdw-2025331x10qxex103.htm) | | | 10-Q | | | 10.3 | | | 5/7/2025 | | | | | |

| 10.22 | | | [Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000096/cdw-2025331x10qxex104.htm) | | | 10-Q | | | 10.4 | | | 5/7/2025 | | | | | |

| 10.23 | | | [Form of Non-Employee Director Unrestricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for share units issued in lieu of cash retainer fees earned prior to January 1, 2026](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000096/cdw-2025331x10qxex105.htm) | | | 10-Q | | | 10.5 | | | 5/7/2025 | | | | | |

| 10.24 | | | [Letter of Understanding, dated as of October 27, 2025, by and among CDW Corporation, CDW LLC, and Sona Chawla](https://www.sec.gov/Archives/edgar/data/1402057/000140205726000011/cdw-20251231x10kxex1024.htm) | | | | | | | | | | | | X | | |

| 10.25 | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 13, 2026](https://www.sec.gov/Archives/edgar/data/1402057/000140205726000011/cdw-20251231x10kxex1025.htm) | | | | | | | | | | | | X | | |

| 10.26 | | | [Form of Lead Independent Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 13, 2026](https://www.sec.gov/Archives/edgar/data/1402057/000140205726000011/cdw-20251231x10kxex1026.htm) | | | | | | | | | | | | X | | |

| 10.27 | | | [Form of Non-Employee Director Unrestricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for share units issued in lieu of cash retainer fees earned on or after January 1, 2026](https://www.sec.gov/Archives/edgar/data/1402057/000140205726000011/cdw-20251231x10kxex1027.htm) | | | | | | | | | | | | X | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description | | |

| 3.3 | | | | | | [Articles of Organization of CDW LLC, previously filed as Exhibit 3.3 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex33.htm) | | |

| 3.4 | | | | | | [Amended and Restated Limited Liability Company Agreement of CDW LLC, previously filed as Exhibit 3.4 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex34.htm) | | |

| 3.5 | | | | | | [Certificate of Incorporation of CDW Finance Corporation, previously filed as Exhibit 3.5 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex35.htm) | | |

| 3.6 | | | | | | [Amended and Restated By-Laws of CDW Finance Corporation, previously filed as Exhibit 3.1 with CDW Corporation’s Form 10-Q filed on May 8, 2015 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205715000041/cdw-2015331x10qxex31.htm) | | |

| 3.7 | | | | | | [Articles of Organization of CDW Technologies LLC, previously filed as Exhibit 3.7 with CDW Corporation’s Form 10-K filed on February 25, 2016 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205716000057/cdw-20151231x10kxex37.htm) | | |

| 3.8 | | | | | | [Operating Agreement of CDW Technologies LLC, previously filed as Exhibit 3.8 with CDW Corporation’s Form 10-K filed on February 25, 2016 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205716000057/cdw-20151231x10kxex38.htm) | | |

| 3.9 | | | | | | [Articles of Organization of CDW Direct, LLC, previously filed as Exhibit 3.9 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex39.htm) | | |

| 3.10 | | | | | | [Amended and Restated Limited Liability Company Agreement of CDW Direct, LLC, previously filed as Exhibit 3.10 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex310.htm) | | |

| 3.11 | | | | | | [Articles of Organization of CDW Government LLC, previously filed as Exhibit 3.11 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex311.htm) | | |

| 3.12 | | | | | | [Amended and Restated Limited Liability Company Agreement of CDW Government LLC, previously filed as Exhibit 3.12 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex312.htm) | | |

| 3.13 | | | | | | [Articles of Organization of CDW Logistics LLC, previously filed as Exhibit 3.13 with CDW Corporation’s Form 10-K filed on February 28, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex313.htm) | | |

| 3.14 | | | | | | [Limited Liability Company Agreement of CDW Logistics LLC, previously filed as Exhibit 3.14 with CDW Corporation’s Form 10-K filed on February 28, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex314.htm) | | |

| 3.15 | | | | | | [Articles of Organization of Amplified IT LLC, previously filed as Exhibit 3.15 with CDW Corporation’s Post-Effective Amendment No. 1 to Form S-3 filed on November 23, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex315.htm) | | |

| 3.16 | | | | | | [Amended and Restated Operating Agreement of Amplified IT LLC, previously filed as Exhibit 3.1 with CDW Corporation’s Form 10-Q filed on November 1, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000169/a2023-09x25amplifieditllcx.htm) | | |

| 3.17 | | | | | | [Certificate of Conversion of SCS Holdings I LLC, previously filed as Exhibit 3.17 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex317.htm) | | |

| 3.18 | | | | | | [Limited Liability Company Agreement of SCS Holdings I LLC, previously filed as Exhibit 3.18 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex318.htm) | | |

| 3.19 | | | | | | [Certificate of Conversion of Sirius Computer Solutions, LLC, previously filed as Exhibit 3.19 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex319.htm) | | |

| 3.20 | | | | | | [Limited Liability Company Agreement of Sirius Computer Solutions, LLC, previously filed as Exhibit 3.20 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex320.htm) | | |

| 3.21 | | | | | | [Articles of Conversion of Sirius Federal, LLC, previously filed as Exhibit 3.21 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex321.htm) | | |

| 3.22 | | | | | | [Articles of Amendment of Sirius Federal, LLC, previously filed as Exhibit 3.22 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex322.htm) | | |

| 3.23 | | | | | | [Amended and Restated Limited Liability Company Agreement of Sirius Federal, LLC, previously filed as Exhibit 3.23 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex323.htm) | | |

| 3.24 | | | | | | [Certificate of Formation of Sirius Computer Solutions Financial Services, LLC, previously filed as Exhibit 3.24 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex324.htm) | | |

| 3.25 | | | | | | [Second Amended and Restated Limited Liability Company Agreement of Sirius Computer Solutions Financial Services, LLC, previously filed as Exhibit 3.25 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex325.htm) | | |

| 3.26* | | | | | | [Certificate of Incorporation of Mission Cloud Services, Inc.](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10xkxex326.htm) | | |

| 3.27* | | | | | | [Amended and Restated Bylaws of Mission Cloud Services, Inc.](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10xkxex327.htm) | | |

| 4.9 | | | | | | [Form of 3.25% Senior Note (included as Exhibit A to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[8](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[), previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on August 13, 2020 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) | | |

| 4.17* | | | | | | [Twelfth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex417.htm) | | |

| 4.18* | | | | | | [Thirteenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex418.htm) | | |

| 4.19* | | | | | | [Fourteenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex419.htm) | | |

| 4.20* | | | | | | [Fifteenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex420.htm) | | |

| 4.21* | | | | | | [Sixteenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex421.htm) | | |

| 4.22* | | | | | | [Seventeenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex422.htm) | | |

| 4.23 | | | | | | [Eighteenth Supplemental Indenture, dated as of August 22, 2024, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank Trust Company, National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on August 22, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm) | | |

| 4.25 | | | | | | [Nineteenth Supplemental Indenture, dated as of August 22, 2024, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank Trust Company, National Association as trustee, previously filed as Exhibit 4.4 with CDW Corporation’s Form 8-K filed on August 22, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm) | | |

| 4.27* | | | | | | [Twentieth Supplemental Indenture, dated as of January 27, 2025, by and between Mission Cloud Services, Inc. and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex427.htm) | | |

| 10.2 | | | | | | [Amendment Agreement, dated as of April 5, 2022, by and between CDW LLC and JPMorgan Chase Bank, N.A., previously filed as Exhibit 10.1 with CDW Corporation’s Form 10-Q filed on May 4, 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000084/cdw-2022321x10qxex101.htm) | | |

| 10.3 | | | | | | [Amendment No. 1 to Credit Agreement, dated as of June 7, 2023, by and among CDW LLC, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, previously filed as Exhibit 10.1 to CDW Corporation’s Form 10-Q filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000132/exhibit101-q2202310q.htm) | | |

| Date: | | | February [removed: 21, 2025] [added: 20, 2026] | | | | | | By: | | | /s/ Christine A. Leahy | | |

| | | | | | | | | | | | | Chair, [removed: President] [added: President,] and Chief Executive Officer | | |

| /s/ Christine A. Leahy | | | | | | Chair, [removed: President] [added: President,] and Chief Executive Officer (principal executive officer) [removed: and Director] | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Albert J. Miralles | | | | | | Chief Financial Officer and [removed: Senior] [added: Executive] Vice President, Enterprise Business Operations (principal financial officer) | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Peter R. Locy | | | | | | [added: Senior] Vice President, Controller and Chief Accounting Officer (principal accounting officer) | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Virginia C. Addicott | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ James A. Bell | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Lynda M. Clarizio | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Anthony R. Foxx | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Kelly J. Grier | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Marc E. Jones | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Sanjay Mehrotra | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ David W. Nelms | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Joseph R. Swedish | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |

| /s/ Donna F. Zarcone | | | | | | Director | | | | | | February [removed: 21, 2025] [added: 20, 2026] | | |