Form 4: CDW Executive Sells Shares for Tax Obligations

CDW's Chief Legal Officer, Frederick J. Kulevich, disposed of 285 shares of common stock to cover FICA tax obligations related to restricted stock unit vesting.

Summary

• Frederick J. Kulevich, a Director and Officer (Chief Legal Officer, Executive Vice President, Risk and Compliance, and Corporate Secretary) of CDW Corp, reported a transaction on November 24, 2025.
• The transaction involved the disposition of 285 shares of CDW common stock at a price of $141.92 per share.
• The total value of the disposed shares was $40,447.20.
• This disposition was identified by transaction code 'F', indicating shares were withheld to cover FICA taxes.
• The taxes arose from retirement vesting eligibility on restricted stock unit awards previously granted under the CDW Corporation Long-Term Incentive Plan.
• Following this transaction, Mr. Kulevich beneficially owns 35,849.95 shares of CDW common stock directly.

Sentiment

Score: 5

Explanation: The transaction is a routine tax-related disposition of shares following RSU vesting, which is a neutral event and does not reflect positively or negatively on the company's operational performance or future prospects.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, common in the public markets. It reflects a standard practice where executives, upon the vesting of restricted stock units (RSUs), sell a portion of those shares to cover mandatory tax obligations (like FICA taxes). This is not typically indicative of a change in management's confidence in the company, but rather a consequence of their compensation structure.

Comparison to Industry Standards

• The practice of withholding shares to cover tax obligations upon the vesting of restricted stock units is a standard and widely adopted compensation and tax management practice across publicly traded companies in various industries, including technology solutions providers like CDW.
• This transaction is consistent with typical executive compensation plans that include equity awards, designed to align executive interests with shareholder value over the long term.

Stakeholder Impact

• Shareholders: The impact on shareholders is minimal. This is a routine transaction for tax purposes and does not signal a change in insider confidence or a significant shift in ownership structure.
• Employees: The transaction is a result of an executive's compensation plan, which is part of standard employee benefits for senior leadership.

Key Dates

Recommendation

This Form 4 filing details a routine, tax-related disposition of shares by an executive following the vesting of restricted stock units. Such transactions are common and do not typically reflect a change in the executive's confidence in the company or its future prospects. Therefore, this specific filing does not provide new information that would warrant a change in an existing investment thesis, leading to a 'hold' recommendation.

Keywords

CDW, Form 4, insider transaction, stock disposition, executive compensation, restricted stock units, FICA taxes, corporate governance