CDW Corp
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
On September 25, 2026, the Company issued equity awards consisting of 327,370 shares of restricted common stock, with a fair value of $44 million, as partial consideration for the acquisition of Lovelytics. For additional information regarding the acquisition and related consideration, see Note 3, (Acquisitions) to the accompanying condensed consolidated financial statements.
The shares were issued to former equity holders of Lovelytics who represented that they are accredited investors, as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance upon an exemption from registration under the Securities Act pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D.
Issuer Purchases of Equity Securities
Information relating to the Company’s purchases of its common stock during the three months ended September 30, 2026 is as follows:
| Period · Total Number of Shares Purchased(in millions) · Average Price Paid per Share · Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program(in millions) · Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)(in millions) | |||||
|---|---|---|---|---|---|
| July 1 through July 31, 2026 | 0.3 | $137.48 | 0.3 | $1,093.9 | |
| August 1 through August 31, 2026 | 0.3 | 140.20 | 0.3 | 1,058.9 | |
| September 1 through September 30, 2026 | 0.2 | 148.93 | 0.2 | 1,031.9 | |
| Total | 0.8 | 0.8 | |||
(1)The amounts presented in this column are the remaining total authorized value to be spent after each month’s repurchases.
On May 13, 2026, the Company announced that its Board of Directors authorized a $1 billion increase to the Company’s share repurchase program (which was incremental to the remaining amount under the $750 million authorization announced on February 5, 2025) under which the Company may repurchase shares of its common stock from time to time in privately negotiated transactions, open market 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 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, suspended, or discontinued at any time. As of September 30, 2026, the Company has approximately $1,032 million remaining under the program.
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