CDW Corp
For the period ended Dec 31, 2025. Filed Feb 20, 2026.
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FY2025 · Filed Feb 20, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)Financial Statements and Schedules
The following documents are filed as part of this report:
(1)Consolidated Financial Statements:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 41 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | 43 |
| Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 | 44 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 | 45 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 | 46 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023 | 47 |
| Notes to Consolidated Financial Statements | 48 |
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or notes thereto.
(b)Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | Exhibit | Filing Date | Filed Herewith |
| 3.1 | Seventh Amended and Restated Certificate of Incorporation of CDW Corporation | 8-K | 3.1 | 5/22/2023 | |
| 3.2 | Amended and Restated Bylaws of CDW Corporation | 8-K | 3.1 | 12/18/2024 | |
| 4.1 | Description of CDW Corporation’s Common Stock | X | |||
| 4.2 | Specimen Common Stock Certificate | S-1/A | 4.1 | 6/25/2013 | |
| 4.3 | Base Indenture, dated as of December 1, 2014, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee | 8-K | 4.1 | 12/1/2014 | |
| 4.4 | Fourth Supplemental Indenture, dated as of September 26, 2019, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee | 8-K | 4.2 | 9/26/2019 | |
| 4.5 | Form of 4.250% Senior Note (included as Exhibit A to Exhibit 4.4) | 8-K | 4.2 | 9/26/2019 | |
| 4.6 | Sixth Supplemental Indenture, dated as of August 13, 2020, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee | 8-K | 4.2 | 8/13/2020 | |
| 4.7 | Form of 3.25% Senior Note (included as Exhibit A to Exhibit 4.6) | 8-K | 4.2 | 8/13/2020 | |
| 4.8 | Seventh Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee | 8-K | 4.2 | 12/1/2021 | |
| 4.9 | Form of 2.670% Senior Note (included as Exhibit A to Exhibit 4.8) | 8-K | 4.2 | 12/1/2021 | |
| 4.10 | Eighth Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee | 8-K | 4.4 | 12/1/2021 | |
| 4.11 | Form of 3.276% Senior Note (included as Exhibit A to Exhibit 4.10) | 8-K | 4.4 | 12/1/2021 | |
| 4.12 | Ninth Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee | 8-K | 4.6 | 12/1/2021 |
| 4.13 | Form of 3.569% Senior Note (included as Exhibit A to Exhibit 4.12) | 8-K | 4.6 | 12/1/2021 |
| 4.14 | 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 | 8-K | 4.2 | 8/22/2024 |
| 4.15 | Form of 5.100% Senior Note (included as Exhibit A to Exhibit 4.14) | 8-K | 4.2 | 8/22/2024 |
| 4.16 | 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 | 8-K | 4.4 | 8/22/2024 |
| 4.17 | Form of 5.550% Senior Note (included as Exhibit A to Exhibit 4.16) | 8-K | 4.4 | 8/22/2024 |
| 10.1 | Credit Agreement, dated as of December 17, 2025, by and among CDW LLC, CDW Finance Holdings Limited, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Commercial Distribution Finance, LLC, as floorplan funding agent, and the joint lead arrangers, joint bookrunners, co-syndication agents, and co-documentation agents party thereto | 8-K | 10.1 | 12/23/2025 |
| 10.2** | Form of Compensation Protection Agreement effective 2023-2025 | 8-K | 10.1 | 11/14/2022 |
| 10.3** | Form of Compensation Protection Agreement effective 2026-2028 | 8-K | 10.2 | 12/23/2025 |
| 10.4** | Form of Indemnification Agreement by and between CDW Corporation and its directors and executive officers | S-1 | 10.32 | 6/14/2013 |
| 10.5** | CDW Corporation Senior Management Incentive Plan, as Amended and Restated Effective January 1, 2020 | 10-Q | 10.1 | 8/5/2020 |
| 10.6** | CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan | 8-K | 10.1 | 5/19/2016 |
| 10.7** | CDW Corporation 2021 Long-Term Incentive Plan | 8-K | 10.1 | 5/21/2021 |
| 10.8** | Form of Stock Option Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan | 10-K | 10.22 | 3/1/2017 |
| 10.9** | Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, 2023 | 10-K | 10.14 | 2/28/2022 |
| 10.10** | Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, 2023 | 10-K | 10.13 | 2/24/2023 |
| 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, 2023 | 10-K | 10.17 | 2/28/2022 |
| 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, 2023 and prior to March 5, 2025 | 10-K | 10.16 | 2/24/2023 |
| 10.13** | Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to March 5, 2025 | 10-K | 10.19 | 2/24/2023 |
| 10.14** | Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to February 13, 2026 | 10-K | 10.20 | 2/24/2023 |
| 10.15** | Form of Lead Independent Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to February 13, 2026 | 10-Q | 10.1 | 5/3/2023 |
| 10.16** | CDW LLC Nonqualified Deferred Compensation Plan | 10-Q | 10.3 | 8/4/2021 |
| 10.17** | First Amendment to the CDW LLC Nonqualified Deferred Compensation Plan | 10-Q | 10.2 | 5/3/2023 |
| 10.18** | CDW Director Deferred Compensation Plan | 10-K | 10.23 | 2/28/2022 | |
| 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | 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 | X | |||
| 19 | CDW Corporation Policy on Insider Trading | 10-K | 19.1 | 2/21/2025 | |
| 21 | List of subsidiaries | X | |||
| 22 | List of Issuer and Guarantor subsidiaries | X | |||
| 23 | Consent of Ernst & Young LLP | X | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 | X | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 | X | |||
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350 | ||||
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 | ||||
| 97** | CDW Corporation Restatement Disgorgement Policy | 10-K | 97.1 | 2/26/2024 | |
| 101.INS | XBRL Instance Document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | |||
- These items are furnished and not filed.
** A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
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