BorgWarner (NYSE: BWA) EVP Tonit Calaway logs tax-withholding share disposal and stock grant

Rhea-AI Filing Summary

BorgWarner Inc. executive Tonit M. Calaway reported routine equity compensation-related transactions. On July 1, 2026, she had 69,014 shares of common stock withheld in a tax-withholding disposition tied to the vesting of restricted stock awards and associated dividend shares, at a reference price of $66.40 per share, leaving 139,831 shares directly held after that step. She also received a grant/award of 3,932 shares of common stock for no cash consideration, increasing her direct holdings to 208,845 shares. Footnotes state the acquired shares relate to dividend reinvestments and vesting of restricted stock awards, and the withheld shares were used to cover related tax obligations.

Insights

Equity Compensation Analyst

Routine equity vesting and tax withholding, not open-market trading.

Executive Tonit M. Calaway, EVP, CAO, General Counsel & Secretary of BorgWarner Inc., reported equity activity tied to compensation rather than discretionary market trades. On July 1, 2026, 69,014 common shares were disposed of in a code F tax-withholding disposition at $66.40 per share, used to satisfy tax liabilities on vesting restricted stock and dividend shares.

Separately, she acquired 3,932 common shares via a code A grant/award acquisition for no cash payment, reflecting compensation value rather than an open-market purchase. After these steps, she directly held 208,845 common shares. The filing notes the acquired shares stem from dividend reinvestments exempt from Section 16 under Rule 16a-11, and the dispositions were solely to cover taxes, which typically carries limited informational value about management’s view of the stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CALAWAY TONIT M

Role EVP, CAO, Gen Counsel & Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,932	$0.00	--
Tax Withholding	Common Stock	69,014	$66.40	$4.58M

Holdings After Transaction: Common Stock — 208,845 shares (Direct)

Footnotes (1)

1. Represents shares acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting of restricted stock awards. Represents shares withheld to cover taxes due upon (1) the vesting of restricted stock awards and (2) payment of dividend shares settled upon the vesting of restricted stock awards.

Key Figures

Tax-withholding shares: 69,014 shares Tax-withholding price: $66.40 per share Shares after tax withholding step: 139,831 shares +4 more

7 metrics

Tax-withholding shares 69,014 shares Shares disposed of in tax-withholding transaction on July 1, 2026

Tax-withholding price $66.40 per share Reference price for 69,014-share tax-withholding disposition

Shares after tax withholding step 139,831 shares Direct holdings following the tax-withholding disposition

Grant/award shares 3,932 shares Common stock acquired via grant/award on July 1, 2026

Grant/award price $0.00 per share No cash consideration for grant/award acquisition

Shares held after all transactions 208,845 shares Direct BorgWarner common stock holdings after reported Form 4/A activity

Tax-withholding shares summary 69,014 shares TaxWithholdingShares in transaction summary

Key Terms

tax-withholding disposition, restricted stock awards, dividend reinvestments, Section 16, +1 more

5 terms

tax-withholding disposition financial

"Represents shares withheld to cover taxes due upon the vesting"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock awards financial

"upon the vesting of restricted stock awards and payment of dividend"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

dividend reinvestments financial

"Represents shares acquired pursuant to dividend reinvestments exempt"

Section 16 regulatory

"dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Rule 16a-11 regulatory

"exempt from Section 16 pursuant to Rule 16a-11 and settled"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/10/2026 - 06:05 PM Accepted by SEC EDGAR 07/10/2026 - 06:05 PM Learn about SEC filing dates

FAQ

What insider transactions did BorgWarner (BWA) executive Tonit M. Calaway report?

Tonit M. Calaway reported a tax-withholding disposition of 69,014 common shares at $66.40 per share and a grant/award acquisition of 3,932 common shares for no cash consideration, both on July 1, 2026.

Did BorgWarner (BWA) executive Tonit M. Calaway make any open-market stock sales or purchases?

No open-market buys or sells were reported. The 69,014-share disposition was a code F tax-withholding transaction to cover taxes on vesting equity, and the 3,932-share acquisition was a grant/award for no cash payment.

How many BorgWarner (BWA) shares does Tonit M. Calaway hold after these Form 4/A transactions?

After the reported transactions, Tonit M. Calaway directly holds 208,845 shares of BorgWarner common stock. This reflects her position following both the tax-withholding disposition and the grant/award acquisition reported for July 1, 2026.

What does the 69,014-share tax-withholding transaction mean for BorgWarner (BWA)?

The 69,014-share disposition was used to cover taxes on vesting restricted stock and dividend shares at a $66.40 reference price. Such code F transactions are administrative and do not represent discretionary open-market selling by the executive.

What is the nature of the 3,932-share acquisition by BorgWarner (BWA) executive Tonit M. Calaway?

The 3,932-share acquisition is reported as a grant/award of common stock for $0.00 per share. Footnotes explain it reflects dividend reinvestments and settlement upon vesting of restricted stock awards, not an open-market purchase.

How are dividend reinvestments and restricted stock awards described in the BorgWarner (BWA) Form 4/A footnotes?

Footnotes state certain shares were acquired via dividend reinvestments exempt from Section 16 under Rule 16a-11, and others were withheld to cover taxes upon vesting of restricted stock awards and related dividend shares.

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 MICHIGAN 48326

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/02/2026

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	07/01/2026		A		3,932(1)	A	$0.0000	208,845	D
Common Stock	07/01/2026		F		69,014(2)	D	$66.4	139,831	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. Represents shares acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting of restricted stock awards.

2. Represents shares withheld to cover taxes due upon (1) the vesting of restricted stock awards and (2) payment of dividend shares settled upon the vesting of restricted stock awards.

Remarks:

This amends and restates the original Form 4 filed by the Reporting Person on July 2, 2026, to correct (i) the number of shares reported therein as acquired pursuant to dividend reinvestments and (ii) the number of shares withheld to cover taxes incident to the vesting of a restricted stock award and dividend reinvestments.

	Miyuki P. Oshima as attorney-in-fact for Tonit M. Calaway	07/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)