BorgWarner adds director and declares dividend

BorgWarner Inc. expanded its Board of Directors from eight to nine members and appointed Rajesh Kalathur as an independent director.

Rhea-AI Filing Summary

BorgWarner Inc. expanded its Board of Directors from eight to nine members and appointed Rajesh Kalathur as an independent director. He brings experience as former President of John Deere Financial and Chief Information Officer of Deere & Company, where he led a financial services segment with more than $70 billion in assets.

The Board also declared a quarterly cash dividend of $0.17 per share on BorgWarner’s common stock, payable on September 15, 2026, to stockholders of record on September 1, 2026. Kalathur will receive compensation consistent with BorgWarner’s non-employee director compensation policy.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Quarterly dividend: $0.17 per share Dividend payment date: September 15, 2026 Dividend record date: September 1, 2026 +2 more

5 metrics

Quarterly dividend $0.17 per share Cash dividend on common stock declared July 30, 2026

Dividend payment date September 15, 2026 Payable date for the $0.17 per share quarterly dividend

Dividend record date September 1, 2026 Shareholders of record date for receiving the quarterly dividend

Assets led by new director in prior role more than $70 billion Assets in Deere & Company’s financial services business segment led by Rajesh Kalathur

Senior notes coupon and maturity 1.00% due 2031 BorgWarner 1.00% Senior Notes due 2031 listed on NYSE as BWA31

Key Terms

independent director, non-employee director compensation policy, Regulation FD, quarterly cash dividend, +1 more

5 terms

independent director regulatory

"appointed Rajesh Kalathur to the Board as an independent director"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

non-employee director compensation policy financial

"compensated in accordance with the Company’s non-employee director compensation policy"

Regulation FD regulatory

"Item 7.01 Regulation FD Disclosures"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

quarterly cash dividend financial

"declared a quarterly cash dividend of $0.17 per share"

A quarterly cash dividend is a payment made by a company to its shareholders four times a year, usually based on its profits. It is like a regular bonus or reward for owning the company's stock, providing shareholders with income. Many investors see these payments as a sign of the company's stability and its ability to generate consistent profits.

definitive proxy statement regulatory

"as described under “Director Compensation” in the Company’s definitive proxy statement"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did BorgWarner (BWA) announce on July 30, 2026?

BorgWarner’s Board increased from eight to nine members and appointed Rajesh Kalathur as an independent director. The Board has not yet determined which committee or committees he will join as part of his board service.

Who is Rajesh Kalathur, the new independent director at BorgWarner (BWA)?

Rajesh Kalathur is BorgWarner’s new independent director, formerly President of John Deere Financial and CIO of Deere & Company, where he led a financial services segment with more than $70 billion in assets and oversaw global IT and cybersecurity.

What dividend did BorgWarner (BWA) declare and when will it be paid?

BorgWarner declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on September 15, 2026 to stockholders of record as of September 1, 2026.

What is the record date for BorgWarner (BWA)’s September 2026 dividend?

The record date for BorgWarner’s quarterly cash dividend of $0.17 per share is September 1, 2026. Shareholders listed as of that date will be eligible to receive the dividend payable on September 15, 2026.

How will BorgWarner (BWA) compensate new director Rajesh Kalathur?

Rajesh Kalathur will be compensated under BorgWarner’s non-employee director compensation policy. The company references the policy described in its definitive proxy statement filed on March 19, 2026, which is incorporated by reference.

What securities of BorgWarner (BWA) are listed on the NYSE?

BorgWarner lists its common stock, par value $0.01 per share, under symbol BWA, and its 1.00% Senior Notes due 2031 under symbol BWA31 on the New York Stock Exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

BORGWARNER INC.

________________________________________________

(Exact name of registrant as specified in its charter)

Delaware		1-12162		13-3404508
State or other jurisdiction of		Commission File No.		(I.R.S. Employer
Incorporation or organization				Identification No.)

3850 Hamlin Road,	Auburn Hills,	Michigan		48326
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (248) 754-9200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of

the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		BWA		New York Stock Exchange
1.00% Senior Notes due 2031		BWA31		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the

Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging growth company o  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section

13(a) of the Exchange Act.  o  

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers

On July 30, 2026, the Board of Directors (the “Board”) of BorgWarner Inc. (the "Company")

increased the size of the Board to from eight to nine members and appointed Rajesh Kalathur to the

Board as an independent director to fill the vacancy created by that increase. There are no transactions

and no proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K

between Mr. Kalathur (or any member of his immediate family) and the Company (or any of its

subsidiaries), and there are no arrangements or understandings between Mr. Kalathur and any other

person or entity pursuant to which Mr. Kalathur was appointed as a director of the Company. The Board

has not yet determined the committee(s) on which Mr. Kalathur will be appointed to serve.

In connection with his appointment to the Board, Mr. Kalathur will be compensated in accordance

with the Company’s non-employee director compensation policy as described under “Director

Compensation” in the Company’s definitive proxy statement filed on March 19, 2026, which description is

incorporated by reference.

A copy of the Company’s news release, dated July 31, 2026, announcing Mr. Kalathur’s

appointment to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

Item 7.01    Regulation FD Disclosures

On July 30, 2026, the Board of Directors of the Company declared a quarterly cash dividend of

$0.17 per share of the Company's common stock.  The dividend is payable on September 15, 2026 to

stockholders of record on September 1, 2026.

On July 31, 2026, the Company issued the press release attached as Exhibit 99.2, which is

incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit

99.2, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange

Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the

Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation

language in any such filings.

Item 9.01      Financial Statements and Exhibits

(d)  Exhibits. The following exhibits are being furnished as part of this Report.

.

Exhibit Number	Description
99.1	News Release dated July 31, 2026
99.2	Press Release dated July 31, 2026
104	Cover Page Interactive Data File (embedded with Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BorgWarner Inc.
Date: July 31, 2026	By:	/s/ Tonit M. Calaway
		Name: Tonit M. Calaway
		Title: Executive Vice President and Secretary

Exhibit 99.1

News Release 

BorgWarner Appoints

Rajesh Kalathur to its Board of Directors

Auburn Hills, Michigan, July 31, 2026 – BorgWarner Inc. (“BorgWarner”) announced today that

Rajesh Kalathur has been appointed to its Board of Directors.

“We are pleased to welcome Raj to BorgWarner’s Board of Directors,” said Alexis P.

Michas, Non-Executive Chairman of the Board of BorgWarner. “Raj’s extensive global leadership

experience across finance, information technology, operations, and sales will be invaluable to our

Board.”

Mr. Kalathur most recently served as President of John Deere Financial and Chief

Information Officer of Deere & Company, a global leader in the production of agricultural,

construction, forestry, turf, power systems, and other solutions, which he joined in 1996 and from

which he retired in 2026. In these roles, he led Deere & Company's financial services business

segment with more than $70 billion in assets and oversaw enterprise-wide global information

technology and cybersecurity functions. Prior to these roles, Mr. Kalathur served as Deere &

Company's Chief Financial Officer for more than six years.

Mr. Kalathur holds a Bachelor of Science in Mechanical Engineering from the National

Institute of Technology in Jamshedpur, India, a Master of Science in Industrial Engineering from

the University of Alabama, and a Master of Business Administration from the University of

Chicago’s Booth School of Business.

About BorgWarner

For more than 130 years, BorgWarner has been a transformative global product leader bringing

successful mobility innovation to market. With a focus on sustainability, we’re helping to build a

cleaner, healthier, safer future for all.

BorgWarner Appoints Rajesh Kalathur to its Board of Directors

PR contact:

Michelle Collins

Phone: +1 248-373-2574

Email: mediacontact@borgwarner.com

IR contact: 

Pat Nolan

Phone: +1 248-754-0884

Email: IR@borgwarner.com

Exhibit 99.2

Immediate Release

Contact

Patrick Nolan

248.754.0884

BORGWARNER DECLARES QUARTERLY DIVIDEND

Auburn Hills, Michigan, July 31, 2026 – On July 30, 2026, the Board of Directors of BorgWarner Inc. (NYSE: BWA) declared a quarterly cash dividend of $0.17 per share of common stock. The dividend is payable on September 15, 2026, to stockholders of record on September 1, 2026.

For more than 130 years, BorgWarner has been a transformative global product leader bringing successful mobility innovation to market. With a focus on sustainability, we’re helping to build a cleaner, healthier, safer future for all.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 13.7 KB
• EX-99.2 EX-99.2 3.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.3 KB