BorgWarner (NYSE: BWA) CEO corrects details of 81,331-share grant

Rhea-AI Filing Summary

BorgWarner Inc. President and CEO Joseph F. Fadool reported an amended equity grant on a Form 4/A. On 02/04/2025 he acquired 81,331 shares of common stock at a price of $0.0000 per share in an exempt transaction, bringing his directly held stake to 320,626 shares.

The grant will vest over time, with 50% of the shares vesting on February 28, 2027 and 100% vesting on February 28, 2028. This amendment corrects an overstatement of the number of shares originally reported for this exempt transaction on the Form 4 filed on 02/06/2025.

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

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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^*

Fadool Joseph F.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		81,331(1)	A	$0.0000	320,626	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 Joseph F. Fadool	02/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did BorgWarner (BWA) report for its CEO on this Form 4/A?

BorgWarner President and CEO Joseph F. Fadool reported acquiring 81,331 shares of common stock on 02/04/2025 at $0.0000 per share in an exempt transaction. After this grant, he directly owned 320,626 BorgWarner shares according to the filing’s beneficial ownership table.

Why was this BorgWarner (BWA) Form 4/A filed as an amendment?

The Form 4/A was filed to correct an overstatement of the number of securities acquired in the previously reported exempt transaction. The amendment specifically references the original Form 4 filed on 02/06/2025 and clarifies the accurate share amount tied to that grant.

What is the vesting schedule for the 81,331 BorgWarner (BWA) shares granted to the CEO?

The filing states that the 81,331-share grant will vest over two future dates. Fifty percent of the shares will vest on February 28, 2027, and the remaining portion will vest so that 100% of the shares are vested on February 28, 2028.

How many BorgWarner (BWA) shares does the CEO own after the reported grant?

After the reported exempt acquisition, Joseph F. Fadool beneficially owned 320,626 shares of BorgWarner common stock, held directly. This figure appears in the beneficial ownership column in Table I of the filing and reflects holdings following the 81,331-share transaction.

Who signed the BorgWarner (BWA) Form 4/A related to the CEO’s share grant?

The Form 4/A was signed by Miyuki P. Oshima as attorney-in-fact for Joseph F. Fadool. This indicates the filing was executed under a power of attorney arrangement authorizing Oshima to sign Section 16 reports on Fadool’s behalf.