Borgwarner Inc SEC Filings

BorgWarner Inc. (BWA) declared a quarterly cash dividend of $0.17 per share. The Board approved the dividend on November 12, 2025.

The dividend is payable on December 15, 2025 to stockholders of record on December 1, 2025. This continues the company’s practice of returning cash to shareholders on a regular schedule.

BorgWarner Inc. (BWA) insider filed a Form 144 to sell 20,000 shares of common stock through Merrill Lynch on the NYSE, with an aggregate market value of $912,750 and an approximate sale date of 11/12/2025. The filing lists 213,928,111 shares outstanding.

The shares to be sold were acquired via equity compensation: performance share awards vested on 02/08/2019 (1,129 shares) and 02/07/2024 (18,833 shares), and a restricted share award vested on 02/28/2021 (38 shares). In the past three months, the filer sold 5,000 shares on 08/13/2025 for $202,500 and 5,000 shares on 09/05/2025 for $220,006.

BorgWarner Inc. (BWA) filed a Form 4 reporting an insider sale. A company Vice President sold 3,200 shares of common stock on 11/04/2025 at a price of $44.235 per share (transaction code S). Following the sale, the reporting person directly beneficially owns 43,555 shares. The filing indicates the form was submitted for one reporting person.

BorgWarner Inc. (BWA): A Form 144 notice discloses a proposed sale of 3,200 common shares with an aggregate market value of $141,552.00. The shares are slated for sale through Charles Schwab & Co., Inc. on or about 11/04/2025 and are listed on the NYSE.

The seller reports these shares were acquired on 02/28/2025 via a Restricted Stock Lapse as equity compensation. The form also lists recent sales in the prior three months, including 5,000 shares on 08/04/2025 and 3,500 shares on 09/11/2025. BorgWarner had 213,928,111 shares outstanding at the time shown in the notice.

The Vanguard Group filed Amendment No. 13 to a Schedule 13G for BorgWarner Inc. (BWA), reporting beneficial ownership of 27,577,700 shares of common stock, representing 12.74% of the class as of 09/30/2025. Vanguard is identified as an investment adviser (IA).

The filing lists 0 shares with sole voting power and 1,351,365 with shared voting power. Vanguard reports 25,947,802 shares with sole dispositive power and 1,629,898 with shared dispositive power. Vanguard certifies the holdings were acquired and are held in the ordinary course and not to influence control.

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.