[Form 4/A] BORGWARNER INC Amended Insider Trading Activity

Rhea-AI Filing Summary

BorgWarner Inc. executive vice president, chief administrative officer, general counsel and secretary Tonit M. Calaway reported an amended equity award in company common stock. On February 4, 2025, she was granted 27,730 shares at a price of $0.0000 per share in an exempt transaction.

Following this award, she beneficially owns 235,289 shares of BorgWarner common stock directly. The shares from this grant will vest 50% on February 28, 2027 and 100% on February 28, 2028. The amendment corrects an overstatement of the number of shares previously reported for this exempt transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CALAWAY TONIT M

Role EVP, CAO, Gen Counsel & Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	27,730	$0.00	--

Holdings After Transaction: Common Stock — 235,289 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CALAWAY TONIT M

(Last) (First) (Middle)

3850 HAMLIN ROAD

(Street)

AUBURN HILLS MI 48326

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BORGWARNER INC [ BWA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CAO, Gen Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/06/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2025		A		27,730(1)	A	$0.0000	235,289	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares will vest 50% on February 28, 2027 and 100% on February 28, 2028.

Remarks:

This amendment corrects the overstatement of the amount of securities acquired in the exempt transaction as originally reported on the Form 4 filed on 02/06/2025.

	Miyuki P. Oshima as attorney-in-fact for Tonit M. Calaway	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does BorgWarner (BWA) EVP Tonit Calaway report in this Form 4/A?

Tonit M. Calaway reports an amended equity grant of BorgWarner common stock. The filing shows an exempt award of 27,730 shares on February 4, 2025, with updated details on vesting and her total directly beneficially owned holdings after the transaction.

How many BorgWarner (BWA) shares did Tonit Calaway acquire and at what price?

Tonit Calaway acquired 27,730 shares of BorgWarner common stock at $0.0000 per share. The transaction is reported as an exempt equity award, typical for executive compensation, and increases her directly beneficially owned BorgWarner share balance reported in the filing.

What is Tonit Calaway’s total BorgWarner (BWA) share ownership after this transaction?

After the reported grant, Tonit Calaway beneficially owns 235,289 BorgWarner shares directly. This total reflects her holdings following the corrected exempt stock award reported for February 4, 2025, as disclosed in the amended insider ownership filing.

When do Tonit Calaway’s newly reported BorgWarner (BWA) shares vest?

The granted shares vest in two stages over 2027 and 2028. According to the filing, 50% of the 27,730-share award vests on February 28, 2027, and the remaining portion vests fully on February 28, 2028, subject to applicable plan terms.

Why was this BorgWarner (BWA) insider transaction filed as an amendment?

The filing corrects an earlier overstatement of shares acquired in the exempt transaction. The amendment explains that the originally reported amount for the February 4, 2025 stock grant was too high and is now revised to accurately reflect the 27,730-share award.

What is Tonit Calaway’s role at BorgWarner (BWA) mentioned in the Form 4/A?

Tonit M. Calaway serves as EVP, CAO, General Counsel and Secretary at BorgWarner. The filing identifies her as an officer of the company, and the reported exempt stock award is part of her equity compensation as a senior executive.