[144] BorgWarner Inc. SEC Filing

Rhea-AI Filing Summary

Form 8-K filed 4 Aug 2025: Olo Inc. furnished Item 2.02, attaching Exhibit 99.1 that contains its financial results for the quarter ended 30 Jun 2025. The press release is treated as “furnished,” not “filed,” limiting Exchange Act liability.

The report also highlights a pending merger between Olo and Project Hospitality Parent, LLC, to be executed via Project Hospitality Merger Sub, Inc. A preliminary proxy statement was submitted on 28 Jul 2025; a definitive proxy will be mailed to stockholders once available. Investors are urged to read these materials because they will include important information about the transaction and participants in the solicitation.

No financial tables, pro-forma data or merger terms are included in this filing. Exhibits: 99.1 (press release) and 104 (cover-page inline XBRL).

Insights

Financial Analyst

TL;DR: 8-K furnishes Q2 release, flags pending merger; no numbers disclosed, impact unclear.

As the attachment holds all operating metrics, this 8-K offers little for immediate valuation work. The important takeaway is the procedural progress toward the Project Hospitality deal, evidenced by July’s preliminary proxy. Absent revenue, margin or consideration details, investors cannot assess earnings momentum or deal accretion. Market reaction will hinge on the numbers in Exhibit 99.1 and eventual proxy disclosures. Overall, information is routine and neutral.

Corporate Governance Expert

TL;DR: Filing advances merger process; shareholders alerted to forthcoming proxy vote.

The company satisfies SEC solicitation rules by reminding shareholders to review the definitive proxy before voting on the merger. Listing directors and officers as participants signals potential related-party oversight issues, but such identification is standard practice. Because contractual terms, board rationale and fairness opinions remain undisclosed, governance risk cannot yet be gauged. Impact is neutral until detailed proxy materials emerge.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Merrill Lynch 225 Liberty St Floor 37 New York NY 10281	20000	763383.17	216392876	08/04/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	02/28/2021	Vesting of restricted stock unit award	BORGWARNER INC			5541	02/28/2021	Granted as part of issuer equity compensation plan
Common Stock	02/08/2022	Vesting of restricted stock unit award	BORGWARNER INC			14449	02/08/2022	Granted as part of issuer equity compensation plan
Common Stock	02/08/2023	Vesting of restricted stock unit award	BORGWARNER INC			10	02/08/2023	Granted as part of issuer equity compensation plan

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did OLO announce in its 8-K dated August 4 2025?

The company furnished a press release with Q2 2025 results and updated investors on its pending merger with Project Hospitality Parent, LLC.

Does the filing contain OLO's Q2 2025 financial numbers?

No. The numbers are in Exhibit 99.1, which is furnished but not reproduced in the body of the 8-K.

What merger is OLO pursuing?

A proposed merger with Project Hospitality Parent, LLC, executed via Project Hospitality Merger Sub, Inc.

Where can shareholders obtain the proxy statement for the merger?

Once available, it will be filed on the SEC’s EDGAR system and posted at investors.olo.com under “SEC Filings.”

Is the press release considered "filed" or "furnished"?

It is furnished under Item 2.02, meaning it is not subject to Section 18 liability of the Exchange Act.

Which exhibits accompany this 8-K?

Exhibit 99.1 (press release) and Exhibit 104 (cover page inline XBRL).