Skip to content
AnalystLens

CDW 8-K Report, Material Agreement (Dec 23, 2025)

Reports
Leadership Changes·Material Agreements·Financial Events+1
Filing Date
Filed December 23, 2025
Period End
December 17, 2025
Security
CDW
In the record · 2016–202610-K1110-Q328-K113

CDW filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 113 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’17Mar ’17
  2. Material agreement8-K · Aug ’20Aug ’20
  3. Leadership change8-K · Feb ’23Feb ’23
  4. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed December 23, 2025. Cited figures are marked; the original filing is the authoritative source.

CDW LLC, a subsidiary of CDW Corporation, entered into a new five-year $2,884.5 milliona senior unsecured credit facility on December 17, 2025.

The facility consists of a $634.5 millionb term loan, fully funded at closing, and a $2,250.0 million revolving loan facility, with a letter of credit subfacility of $175,000,000 and a swingline subfacility of $100,000,000. The New Loan Agreement consolidates, refinances, and replaces the company's prior senior unsecured term loan agreement and revolving credit agreement, both dated December 1, 2021. Proceeds are to be used for working capital, general corporate purposes, and refinancing of indebtedness under the prior loan agreements.

The facility carries a maximum leverage ratio covenant of 4.00:1.00, with an option to increase to 4.50:1.00 for four consecutive fiscal quarters following a qualified acquisition, provided total net leverage was at or below 4.00:1.00 for two consecutive quarters beforehand. Borrowings bear interest at an alternate base rate plus an initial margin of 0.125% or a SOFR-based rate plus an initial margin of 1.125%, with pricing tied to CDW's senior unsecured credit ratings. The revolving facility is available in U.S. Dollars, Euros, Sterling, and Canadian Dollars, with a $350.0 millionc sublimit for UK Borrower borrowings.

The company also has the right to request up to $1.0 billiond in incremental capacity. Separately, on December 19, 2025, the company entered into Compensation Protection Agreements with Christine A. Leahy, Albert J.

Miralles, Frederick J. Kulevich, and Katherine E. Sanderson, effective January 1, 2026.

These replace prior agreements and extend their expiration from January 1, 2026 to January 1, 2029. The updated agreements base the pro-rated bonus and bonus calculation on target annual bonus rather than actual performance.

02—Key points

Key Highlights

  1. CDW LLC entered into a new five-year $2,884.5 million senior unsecured credit facility dated December 17, 2025, comprising a $634.5 million term loan and a $2,250.0 million revolving facility.
  2. The new facility consolidates, refinances, and replaces the prior term loan and revolving credit agreements, both dated December 1, 2021.
  3. The maximum leverage ratio covenant is 4.00:1.00, with a possible increase to 4.50:1.00 for four quarters following a qualified acquisition.
  4. Initial pricing is an alternate base rate plus 0.125% or SOFR plus 1.125%, with margins and commitment fees tied to CDW's senior unsecured credit ratings.
  5. The revolving facility is available in U.S. Dollars, Euros, Sterling, and Canadian Dollars, with a $350.0 million UK Borrower sublimit.
  6. The company may request up to $1.0 billion in incremental term loan or revolving capacity, subject to customary conditions.
  7. Four named executives entered into Compensation Protection Agreements extending their expiration date by three years to January 1, 2029, with severance bonus calculations now based on target rather than actual annual bonus.

03—Questions

Frequently Asked Questions

  1. How large is the new credit facility and what does it replace?

    The new senior unsecured credit facility totals $2,884.5 million, including a $634.5 million term loan and a $2,250.0 million revolving facility. It consolidates, refinances, and replaces the prior senior unsecured term loan agreement and revolving credit agreement, both dated December 1, 2021.

  2. What are the key financial covenants?

    The New Loan Agreement sets a maximum leverage ratio of 4.00:1.00. After a qualified acquisition, CDW may elect to raise this to 4.50:1.00 for the next four consecutive fiscal quarters, provided total net leverage was at or below 4.00:1.00 for two consecutive quarters beforehand.

  3. How is the facility priced?

    Dollar borrowings bear interest at either an alternate base rate plus an initial margin of 0.125% or a SOFR-based rate with a 0.00% floor plus an initial margin of 1.125%. Margins and commitment fees, which range from 0.125% to 0.25%, are determined by CDW's senior unsecured credit ratings.

  4. What changed for the named executive officers' severance arrangements?

    Christine A. Leahy, Albert J. Miralles, Frederick J. Kulevich, and Katherine E. Sanderson entered into updated Compensation Protection Agreements effective January 1, 2026. The agreements extend the expiration date from January 1, 2026 to January 1, 2029, and base the pro-rated bonus and annual bonus calculation on target rather than actual performance.

04—Continue

← View all 8-K filings