[144] BorgWarner Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Clear regulatory disclosure filed under Rule 144 detailing proposed sale and source of shares
• Shares were acquired via issuer equity compensation (performance share vesting and RSU vestings), not purchased from unrelated third parties

Negative

• Insider sold 40,000 shares in August 2025 for total gross proceeds of $1,555,601.51, which may be viewed as significant insider monetization
• Additional proposed sale of 5,000 shares scheduled for 09/05/2025 with aggregate market value of $220,006

Insights

Securities Analyst

TL;DR: Insider plans to sell 5,000 BWA shares after significant August dispositions totaling 40,000 shares; sales are from vested equity awards.

The Form 144 is a routine regulatory disclosure documenting a proposed sale under Rule 144. The shares offered on 09/05/2025 were acquired via issuer equity compensation awards in 2019, 2021 and 2022, which supports that these are routine insider liquidity events rather than purchases from third parties. Recent completed August 2025 sales totaling 40,000 shares generated gross proceeds of $1,555,601.51, indicating active monetization by the filer. There is no information in the filing about any undisclosed material developments affecting BorgWarner. Impact is informational for market transparency.

Corporate Governance Expert

TL;DR: Disclosure complies with Rule 144 and shows insider selling of compensation-derived stock; no allegations or material non-disclosure present.

The filing identifies the seller and the origin of the shares (vesting of performance shares and RSUs), which is important for governance and insider-trading oversight. The seller attests to absence of undisclosed material adverse information, as required. The pattern—large August sales followed by a smaller planned sale—may be driven by personal liquidity needs; the document contains no governance concerns such as sudden executive departure or regulatory issues. From a governance perspective this is a standard, compliant disclosure.

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	5000	220006.00	216392876	09/05/2025	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	02/06/2021	Vesting of performance share award	BORGWARNER INC			1427	02/06/2021	Granted as part of issuer equity compensation plan
Common Stock	02/28/2022	Vesting of restricted stock unit award	BORGWARNER INC			1262	02/28/2022	Granted as part of issuer equity compensation plan
Common Stock	02/28/2019	Vesting of restricted stock unit award	BORGWARNER INC			2311	02/28/2019	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Stefan Demmerle 3850 HAMLIN RD. AUBURN HILLS MI 48326	Common Stock	08/13/2025	5000	202500.00
Stefan Demmerle 3850 HAMLIN RD. AUBURN HILLS MI 48326	Common Stock	08/12/2025	15000	589718.34
Stefan Demmerle 3850 HAMLIN RD. AUBURN HILLS MI 48326	Common Stock	08/04/2025	20000	763383.17

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 does BorgWarner (BWA) Form 144 filed by Stefan Demmerle disclose?

The filing discloses a proposed sale of 5,000 Common Stock shares via Merrill Lynch on 09/05/2025 valued at approximately $220,006 and the source of the shares as vested equity awards.

How many BWA shares did the filer sell recently?

The filer reported three sales in August 2025 totaling 40,000 shares with gross proceeds of $1,555,601.51.

When were the shares being sold originally acquired?

The shares were acquired through issuer awards on 02/28/2019 (2,311 RSUs), 02/06/2021 (1,427 performance share vesting), and 02/28/2022 (1,262 RSUs).

Which broker is handling the proposed sale of BWA shares?

The proposed sale is to be handled by Merrill Lynch, 225 Liberty St, Floor 37, New York, NY 10281.

Does the Form 144 indicate any undisclosed material adverse information about BorgWarner?

No. The signer represents they are not aware of any material adverse information about the issuer that has not been publicly disclosed.