BWA Form 144: 5,000-share sale from vested RSUs; prior August sales noted

Rhea-AI Filing Summary

BorgWarner reported a Form 144 notice disclosing a proposed sale of 5,000 shares of its common stock with an aggregate market value of $202,500 and an approximate sale date of 08/13/2025. The shares were acquired on 02/28/2022 through the vesting of restricted stock units granted under the issuer's equity compensation plan. The filing lists 216,392,876 shares outstanding and identifies Merrill Lynch as the broker. The filing also reports prior sales by the same person of 20,000 shares on 08/04/2025 for $763,383.17 and 15,000 shares on 08/12/2025 for $589,718.34. The signer certifies they are unaware of undisclosed material adverse information.

Insights

Securities Analyst

TL;DR: Insider sale disclosed; amounts are modest versus outstanding shares and present a neutral market impact.

The Form 144 shows a proposed disposition of 5,000 shares (aggregate value $202,500) arising from RSU vesting on 02/28/2022. Recent aggregated sales by the same person total 35,000 shares generating roughly $1.35 million in gross proceeds during August 2025. Given the issuer's listed outstanding share count of 216,392,876, these transactions represent a de minimis fraction of the equity base and are unlikely to be material to the company’s capitalization or near-term trading dynamics. The filing meets standard Rule 144 disclosure elements.

Corporate Governance Expert

TL;DR: Disclosure indicates a routine sale of vested equity; documentation appears compliant with Rule 144 requirements.

The notice identifies the securities as vested restricted stock units and specifies acquisition and intended sale dates, broker, and past sales, which aligns with required insider reporting. The filer affirms no undisclosed material adverse information. There are no stated indications of unusual arrangements or conditions in the filing text provided. From a governance perspective, the filing is a routine insider liquidity event rather than a governance concern based on the information presented.

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	202500.00	216392876	08/13/2025	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	02/28/2022	Vesting of restricted stock unit award	BORGWARNER INC			5000	02/28/2022	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
Stefan Demmerle 3850 HAMLIN RD. AUBURN HILLS MI 48326	Common Stock	08/12/2025	15000	589718.34

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 BorgWarner (BWA) disclose in the Form 144 filing?

The filing discloses a proposed sale of 5,000 shares of common stock valued at $202,500 with an approximate sale date of 08/13/2025.

How and when were the shares to be sold acquired?

The shares were acquired on 02/28/2022 through the vesting of restricted stock units granted under the issuer's equity compensation plan.

Who is the broker and what are the recent insider sales reported?

The broker listed is Merrill Lynch. The filing reports prior sales by the same person: 20,000 shares on 08/04/2025 for $763,383.17 and 15,000 shares on 08/12/2025 for $589,718.34.

How many BorgWarner shares are outstanding according to the filing?

The filing lists 216,392,876 shares outstanding.

Does the filer assert any undisclosed material information about the issuer?

By signing the notice, the filer represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.