[144] BorgWarner Inc. SEC Filing

Rhea-AI Filing Summary

Rule 144 notice to sell 15,000 shares of BorgWarner common stock is reported to be executed through Merrill Lynch with an aggregate market value of $589,718.34 and an approximate sale date of 08/12/2025. The filing reports 216,392,876 shares outstanding, so the block to be sold is a very small portion of total shares.

The securities were acquired under the issuer equity compensation plan via vesting of restricted stock units: 10,000 shares vested on 02/08/2019 and 5,000 shares vested on 02/06/2021. The filing also discloses that Stefan Demmerle sold 20,000 shares on 08/04/2025 for gross proceeds of $763,383.17.

The filer affirms, by signing the notice, that they do not know of any material adverse nonpublic information about the issuer not publicly disclosed.

Insights

Financial Analyst

TL;DR: Routine Rule 144 insider sale; size is immaterial relative to outstanding shares but provides transparency on insider liquidity.

The filing documents a planned sale of 15,000 BorgWarner shares via Merrill Lynch with an aggregate market value of $589,718.34 and notes a prior sale of 20,000 shares for $763,383.17. Both transactions arise from equity compensation (restricted stock unit vesting), which is a common source of insider supply. Given the 216,392,876 shares outstanding reported in the filing, the disclosed blocks represent a very small fraction of total shares and are unlikely to be materially dilutive or to change market valuation on their own.

Corporate Governance Expert

TL;DR: Standard regulatory disclosure; the filing contains required certifications and no governance red flags.

The notice includes required seller representations that no material nonpublic information is known and references Rule 10b5-1 plan language for those who have adopted trading plans. The securities were acquired through issuer equity compensation and the sale is being routed through an identified broker (Merrill Lynch). The filing meets the basic transparency expectations for insiders disposing of vested equity awards.

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	15000	589718.34	216392876	08/12/2025	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	02/08/2019	Vesting of restricted stock unit award	BORGWARNER INC			10000	02/08/2019	Granted as part of issuer equity compensation plan
Common Stock	02/06/2021	Vesting of restricted stock unit award	BORGWARNER INC			5000	02/06/2021	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	08/04/2025	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 the BorgWarner (BWA) Form 144 report?

The Form 144 reports a proposed sale of 15,000 BorgWarner common shares with an aggregate market value of $589,718.34, to be sold via Merrill Lynch around 08/12/2025.

Who is the broker handling the sale?

The filing lists Merrill Lynch, 225 Liberty St Floor 37, New York, NY 10281 as the broker for the proposed sale.

How were the shares being sold originally acquired?

The shares were acquired through vesting of restricted stock unit awards: 10,000 vested on 02/08/2019 and 5,000 vested on 02/06/2021, granted under the issuer equity compensation plan.

Did the filer sell any BorgWarner shares recently?

Yes. The filing discloses that Stefan Demmerle sold 20,000 shares on 08/04/2025 for gross proceeds of $763,383.17.

Does the filing include the seller certification about material nonpublic information?

Yes. The filer represents by signing the notice that they do not know of any material adverse information