Every 8-K that BorgWarner Inc. (BWA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BWA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BWA filings page.
BORGWARNER INC (BWA) states that it continues to expect turbine generator production to begin at its Hendersonville, North Carolina facility in 2027, with an initial 2 GW of installed capacity.
The company also continues to expect turbine generator sales of more than $300 million in the first year of production. Management characterizes these statements as forward-looking and highlights numerous industry, macroeconomic, technological, legal and strategic risks that could cause actual results to differ materially from these expectations.
BorgWarner Inc. has launched cash tender offers for several series of its outstanding senior notes as part of what it describes as a balanced capital allocation strategy intended to grow long-term earnings. The company is offering to purchase any and all of its 7.125% Senior Notes due 2029, which have an aggregate principal amount outstanding of $120,685,000.
In addition, BorgWarner has begun four “waterfall” tender offers for its 4.375% Senior Notes due 2045 ($500,000,000 outstanding), 5.400% Senior Notes due 2034 ($500,000,000), 4.950% Senior Notes due 2029 ($500,000,000) and 2.650% Senior Notes due 2027 ($1,100,000,000), for aggregate tender consideration of up to $720,000,000, excluding accrued interest, subject to priority and proration. Purchases of the 2.650% notes are further limited by a $250,000,000 sub-cap.
The tender offers expire at 5:00 p.m. New York City time on August 14, 2026, with settlement expected on August 18, 2026, and pricing based on U.S. Treasury reference securities plus fixed spreads. BorgWarner also intends to redeem any 7.125% notes not purchased in the tender on September 9, 2026 at a make-whole redemption price plus accrued interest.
BorgWarner Inc. reported solid second quarter 2026 results with U.S. GAAP net sales of $3,648 million, up about 0.3% year-over-year, while organic net sales declined 1.2%. Net earnings attributable to BorgWarner rose to $277 million, or $1.34 per diluted share, and adjusted earnings were $1.42 per diluted share, up 17.4% from 2025. GAAP operating margin improved to 10.1% and adjusted operating margin to 11.3%, supported by cost controls despite softer light-vehicle production and lower Battery Energy Systems sales.
Free cash flow was $492 million, and the company returned capital through approximately $100 million of share repurchases and $34 million in dividends during the quarter. The board added $1 billion to the share repurchase program, bringing total authorization to about $1.35 billion through 2029. For full year 2026, BorgWarner maintained its net sales outlook of $14.0–$14.3 billion but raised adjusted EPS guidance to $5.05–$5.30 per diluted share and expects adjusted operating margin of 10.7%–10.9% and free cash flow of $900–$1,100 million, while planning higher R&D investment and highlighting multiple new awards across its electrification and propulsion portfolio.
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.
BorgWarner Inc. has appointed Stefan Demmerle as Vice President of BorgWarner Inc., President and General Manager of Battery Energy Systems, and Chief Technology Officer of BorgWarner Inc., effective July 1, 2026. He has led BorgWarner PowerDrive Systems as Vice President and President and General Manager since 2015.
The company states that aside from his new titles and responsibilities, there will be no changes to the existing terms of his employment, including his compensation arrangements. This is an internal leadership shift aimed at its battery energy systems and technology functions rather than a change in executive pay structure.
BorgWarner Inc. reported first quarter 2026 results showing modest top-line growth but stronger profitability. Net sales were $3,533 million, up about 1% year-over-year, while organic net sales declined 4.2% as Battery Energy Systems weakened. U.S. GAAP operating margin was 9.5% and adjusted operating margin improved to 10.5%.
Net earnings attributable to BorgWarner were $242 million, or $1.16 per diluted share, versus $0.72 a year earlier. Adjusted earnings were $1.24 per diluted share, up about 12% from $1.11. The company generated $13 million of free cash flow and returned $185 million to shareholders via $150 million of share repurchases and $35 million in dividends.
For full year 2026, BorgWarner maintained guidance, expecting net sales of $14.0–$14.3 billion, U.S. GAAP operating margin of 9.7–9.9%, adjusted operating margin of 10.7–10.9%, adjusted EPS of $5.00–$5.20, and free cash flow of $900–$1,100 million.
BorgWarner Inc. held its 2026 annual stockholder meeting and approved an amended and restated 2023 Stock Incentive Plan, adding 8.3 million shares of common stock reserved for issuance under the plan. Stockholders also elected eight directors and gave advisory approval to executive compensation and auditor selection.
Investors voted to ratify PricewaterhouseCoopers LLP as independent auditor for 2026 and approved the Amended and Restated 2023 Stock Incentive Plan, while a stockholder proposal on action by written consent did not pass. Separately, the Board declared a quarterly cash dividend of $0.17 per share, payable on June 15, 2026 to stockholders of record on June 1, 2026.
BorgWarner reported modest 2025 growth but stronger profitability on an adjusted basis and set 2026 guidance. Full-year 2025 net sales were $14.3 billion, up 1.6%. U.S. GAAP operating margin was 3.7% after $624 million in impairments, while adjusted operating margin improved to 10.7%, up 60 basis points. Adjusted earnings were $4.91 per diluted share, about 14% higher, helped by higher adjusted operating income and over $500 million of share repurchases. Free cash flow reached $1.21 billion, up roughly 66%, and the company returned about $630 million to shareholders.
Fourth-quarter 2025 net sales rose 3.9% to $3.57 billion; adjusted earnings were $1.35 per share versus $1.01 a year earlier, although GAAP results showed a loss due to impairments. For 2026, BorgWarner guides net sales of $14.0–$14.3 billion, implying organic sales down 3.5% to 1.5%, with U.S. GAAP operating margin of 9.8–10.0% and adjusted earnings of $5.00–$5.20 per share. Management also highlighted a new turbine generator system supply agreement for AI-driven data centers, with production expected in early 2027 and estimated first-year sales of more than $300 million.
BorgWarner Inc. disclosed that its Board of Directors declared a quarterly cash dividend of $0.17 per share on the company’s common stock. The dividend will be paid on March 16, 2026 to stockholders who are on record as of March 2, 2026. The company also referenced a related press release dated February 5, 2026 that provides additional details.
BorgWarner Inc. (BWA) declared a quarterly cash dividend of $0.17 per share. The Board approved the dividend on November 12, 2025.
The dividend is payable on December 15, 2025 to stockholders of record on December 1, 2025. This continues the company’s practice of returning cash to shareholders on a regular schedule.
BorgWarner Inc. (BWA) furnished an update on its results, announcing financial performance for the quarter and nine months ended September 30, 2025. The announcement was made via a press release attached as Exhibit 99.1.
The company stated this information is being furnished under Item 2.02 and is not deemed “filed” under the Exchange Act. An earnings call presentation is available on the investor website, but it is not incorporated by reference.
BorgWarner Inc. announced a settlement with PHINIA related to value added tax refunds tied to the PHINIA spin-off. PHINIA agreed to pay $78 million, with $31 million paid immediately, $21 million due in January 2026, and the remainder payable upon government collections but no later than December 1, 2026.
As of June 30, 2025, BorgWarner carried an asset of approximately $120 million for these VAT refunds. As a result of the settlement, the company recorded a net charge of $38 million in the third quarter of 2025 for the reduction of VAT-related receivables, elimination of certain liabilities and related legal fees. BorgWarner will present this charge as a noncomparable item not reflective of ongoing operations.
BorgWarner (NYSE: BWA) filed a Form 8-K dated 31 Jul 2025. Under Item 2.02 it furnished a press release (Ex. 99.1) announcing financial results for the quarter and six months ended 30 Jun 2025; the filing itself does not contain the underlying figures.
Item 7.01 discloses that the Board declared a regular quarterly cash dividend of $0.17 per share, payable 15 Sep 2025 to shareholders of record 2 Sep 2025. A corresponding dividend press release is provided as Ex. 99.2. All information in Items 2.02 and 7.01 is treated as “furnished,” not “filed,” limiting its incorporation in future SEC documents. No other material events were reported.
- Ex. 99.1 – Q2-25 earnings release
- Ex. 99.2 – dividend announcement
- Ex. 104 – cover page iXBRL