CDW closes $1.5B senior notes: 5.700% '29, 6.100% '32, 6.350% '33

CDW Corporation (NASDAQ: CDW) said that on September 21, 2026 its subsidiaries CDW LLC and CDW Finance Corporation completed a registered sale of $1.5 billion of senior notes in three tranches — $600 million of 5.700% notes due 2029, $500 million of 6.100% notes due 2032, and $400 million of 6.350% notes due 2033 — fully and unconditionally guaranteed on an unsecured senior basis by CDW Corporation.

CDW locked in $1.5 billion of new senior unsecured notes across three maturities on September 21, 2026, adding 2029, 2032, and 2033 tranches under its longstanding base indenture.

What closed

CDW LLC and CDW Finance Corporation - the co-issuers - completed a registered sale of:

- **$600 million** of **5.700%** Senior Notes due **September 21, 2029**, issued at **99.908%** of principal; - **$500 million** of **6.100%** Senior Notes due **January 15, 2032**, issued at **100.000%** of principal; and - **$400 million** of **6.350%** Senior Notes due **September 21, 2033**, issued at **99.805%** of principal.

Together the three series total **$1.5 billion** of aggregate principal. CDW Corporation (NASDAQ: CDW) fully and unconditionally guarantees the notes on an unsecured senior basis. The Form 8-K states that no subsidiary of CDW Corporation guarantees the notes.

The company reported the closing in a Form 8-K under Items 1.01 and 2.03 (AccNo 0001193125-26-396653), with earliest event and filing date both September 21, 2026.

Coupons, payment calendars, and first coupons

Interest on each series accrues from September 21, 2026:

Indenture stack

The notes were issued under a Base Indenture dated December 1, 2014 among the co-issuers, guarantors including CDW Corporation, and U.S. Bank National Association as trustee, as supplemented by three September 21, 2026 supplemental indentures with U.S. Bank Trust Company, National Association (successor trustee):

- Twenty-First Supplemental Indenture - 2029 Notes (Exhibit 4.2); - Twenty-Second Supplemental Indenture - 2032 Notes (Exhibit 4.4); - Twenty-Third Supplemental Indenture - 2033 Notes (Exhibit 4.6).

Forms of each note are included as exhibits to the matching supplemental indenture. Sidley Austin LLP delivered a legality opinion (Exhibit 5.1).

Call protection and change-of-control put

Before each series' par call date, the co-issuers may redeem some or all notes at a make-whole price equal to the greater of (1) the present value of remaining scheduled principal and interest discounted to the redemption date (assuming maturity on the par call date) on a semi-annual 30/360 basis at the treasury rate plus **15 basis points** (2029), **20 basis points** (2032), or **25 basis points** (2033), less interest accrued to the redemption date, and (2) 100% of principal - plus, in either case, accrued and unpaid interest to the redemption date.

Par call dates are **August 21, 2029** (2029 Notes), **December 15, 2031** (2032 Notes), and **July 21, 2033** (2033 Notes). On or after those dates, redemption is at 100% of principal plus accrued and unpaid interest to the redemption date.

If a Change of Control Repurchase Event occurs, holders may require the co-issuers to repurchase notes at **101%** of principal plus accrued and unpaid interest to, but not including, the repurchase date.

Covenants and defaults (summary)

The Indenture limits the co-issuers' and CDW Corporation's ability to create liens on certain assets to secure debt, enter into sale-and-lease-back transactions, and consolidate, merge, sell, or otherwise dispose of all or substantially all assets, subject to the Indenture's exceptions. Events of default include failure to pay principal or interest when due, covenant breaches, and cross-acceleration. Specified bankruptcy or insolvency events accelerate all outstanding notes immediately; for other defaults, the trustee, acting at the written direction of holders of at least **25%** of the aggregate principal amount of then-outstanding notes of a series, may accelerate that series.

Item 2.03 incorporates the Item 1.01 description as the creation of a direct financial obligation.