Borgwarner Inc SEC Filings

BorgWarner reported Q3 results showing higher sales but lower profitability. Net sales were $3,591 million versus $3,449 million a year ago, while diluted EPS from continuing operations was $0.73 compared with $1.04. Operating income was $248 million, down from $270 million, reflecting restructuring, a legal settlement, and costs tied to portfolio changes.

Year-to-date, net sales reached $10,744 million and cash from operations strengthened to $1,029 million (from $700 million), helped by lower capital spending ($307 million vs $510 million). The company exited its charging business, recording $32 million of charges and a $22 million loss on the sale of the SSE business, plus additional asset impairments of $39 million. Q3 also included a $38 million legal settlement charge within other operating expense.

Mix shifted toward traditional offerings: Foundational products were $2,985 million (Q3), while eProducts were $606 million. By segment, Q3 revenue totaled $1,436 million in Turbos & Thermal Technologies, $1,447 million in Drivetrain & Morse Systems, $576 million in PowerDrive Systems, and $132 million in Battery & Charging Systems.

BorgWarner Inc. (BWA) furnished an update on its results, announcing financial performance for the quarter and nine months ended September 30, 2025. The announcement was made via a press release attached as Exhibit 99.1.

The company stated this information is being furnished under Item 2.02 and is not deemed “filed” under the Exchange Act. An earnings call presentation is available on the investor website, but it is not incorporated by reference.

BorgWarner Inc. announced a settlement with PHINIA related to value added tax refunds tied to the PHINIA spin-off. PHINIA agreed to pay $78 million, with $31 million paid immediately, $21 million due in January 2026, and the remainder payable upon government collections but no later than December 1, 2026.

As of June 30, 2025, BorgWarner carried an asset of approximately $120 million for these VAT refunds. As a result of the settlement, the company recorded a net charge of $38 million in the third quarter of 2025 for the reduction of VAT-related receivables, elimination of certain liabilities and related legal fees. BorgWarner will present this charge as a noncomparable item not reflective of ongoing operations.

BlackRock Portfolio Management LLC filed a Schedule 13G reporting beneficial ownership of 11,417,473 shares of BorgWarner Inc. (BWA) common stock, representing 5.3% of the class as of 09/30/2025.

The filer reports sole voting power over 8,498,603 shares and sole dispositive power over 11,417,473 shares, with no shared voting or dispositive power. The filing is made on a passive basis, with a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

BorgWarner insider Isabelle McKenzie reported a sale of 3,500 shares of BorgWarner Inc. (BWA) on 09/11/2025 at a weighted average price of $44.1806. After the transaction she is reported to beneficially own 46,755 shares.

The Form 4 identifies the reporting person as an officer (listed as Vice President) and shows the filing was signed by an attorney-in-fact, Miyuki P. Oshima, on 09/12/2025. The form notes the reported price is a weighted average of trades ranging from $44.1801 to $44.1850.

BorgWarner Inc. insider filing shows a proposal to sell 3,500 common shares through Charles Schwab & Co., Inc. on the NYSE with an aggregate market value of $154,632 and an approximate sale date of 09/11/2025. The securities were acquired in 2025 as equity compensation: 2,543 shares from a performance stock lapse on 02/05/2025 and 957 shares from a restricted stock lapse on 02/28/2025. The filer previously sold 13,190 shares over August–September 2025 for total gross proceeds of $534,395. The notice includes the signature representation that no undisclosed material adverse information is known.

Volker Weng, Vice President of BorgWarner Inc. (BWA), reported a sale of company stock. The Form 4 shows a transaction on 09/05/2025 in which 10,000 shares were sold at a weighted-average price of $43.9707 per share (actual prices ranged from $43.9701 to $43.9850). After the sale, the reporting person beneficially owned 68,008 shares, held directly. The filing was signed on 09/08/2025 by an attorney-in-fact, Miyuki P. Oshima. The report is a routine Section 16 disclosure of an insider disposition and provides an explanation that per-share prices are weighted averages with available detail on request.

Stefan Demmerle, an officer (Vice President) of BorgWarner Inc. (BWA), reported the sale of common stock on 09/05/2025. The Form 4 shows a disposition of 5,000 shares at a weighted average price of $44.0012, with actual sale prices ranging from $44.0000 to $44.0100. The filing lists "224,039.69" as the amount of securities beneficially owned following the reported transaction. No derivative transactions are reported. The Form 4 was submitted by Miyuki P. Oshima as attorney-in-fact on 09/08/2025.

BorgWarner Inc. (BWA) Form 144 shows a proposed sale of 5,000 shares of Common Stock through Merrill Lynch (NYC) with an approximate aggregate market value of $220,006 and an approximate sale date of 09/05/2025 on the NYSE. The filing lists that the shares were acquired via issuer equity compensation: performance share vesting on 02/06/2021 (1,427 shares) and restricted stock unit vestings on 02/28/2019 (2,311) and 02/28/2022 (1,262).

The filer, identified as Stefan Demmerle, also reported three recent sales in August 2025 totaling 40,000 shares with gross proceeds of $1,555,601.51 ($202,500; $589,718.34; $763,383.17). The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.