[Form 4] BorgWarner Inc. Insider Trading Activity

Rhea-AI Filing Summary

BorgWarner Inc. (BWA) – Form 4 insider transaction

EVP & CFO Craig Aaron disclosed an open-market sale of 21,000 common shares on 04-Aug-2025 at a volume-weighted average price of $37.6638 (price band $37.5550-$37.7400). After the sale, Aaron directly holds 49,801 shares plus 192.192 phantom stock units accumulated in the company’s Excess Benefit Plan, payable in cash at retirement or separation. The transaction, executed under code “S,” reduced his direct ownership by roughly 30% (21,000 out of a pre-sale 70,801 shares).

No derivative securities were exercised or disposed of. The filing contains no indication of a 10b5-1 trading plan.

Positive

• None.

Negative

• EVP & CFO sold 21,000 shares (~30% of prior stake) without a disclosed 10b5-1 plan, which can be interpreted as a bearish insider signal.

Insights

Portfolio Manager

TL;DR: CFO sold ~30% of direct stake (21k shares) at $37.66; insider selling by top finance exec is modestly negative.

The CFO’s divestiture equates to about one-third of his prior direct holdings, signalling a potential reduction in personal conviction or liquidity move. While the absolute value (~$792k) is not huge relative to BorgWarner’s $8-9 bn market cap, sales by the most senior financial officer often draw investor attention, especially absent a disclosed 10b5-1 plan. Remaining ownership of nearly 50k shares maintains alignment, but the direction of flow is negative. No new options, grants, or compensatory awards offset the sale, and phantom units settle only in cash, offering no future share supply pressure. Overall impact: modestly negative sentiment rather than a shift in fundamentals.

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^*

Aaron Craig

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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

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	08/04/2025		S		21,000	D	$37.6638(1)	49,801(2)	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
Phantom Stock	(3)							(4)	(4)	Common Stock	192.192		192.192	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The actual prices received ranged from $37.5550 to $37.7400. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

2. The Amount of Securities Beneficially Owned includes shares acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11.

3. Each phantom stock unit is the economic equivalent of one share of BorgWarner Inc. common stock.

4. The phantom stock units were acquired under the BorgWarner Inc. Excess Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement or separataion from service.

	Miyuki P. Oshima as attorney-in-fact for Craig Aaron	08/06/2025
	** 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.
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FAQ

How many BorgWarner (BWA) shares did the CFO sell?

Craig Aaron sold 21,000 shares on 04-Aug-2025.

At what price were the BWA shares sold?

The weighted average sale price was $37.6638, with individual trades ranging $37.5550-$37.7400.

What is the CFO’s remaining direct ownership in BorgWarner?

After the sale, Aaron directly owns 49,801 common shares.

Did the filing disclose use of a Rule 10b5-1 trading plan?

No; the Form 4 does not indicate that the sale was made under a 10b5-1 plan.

Are any derivative securities involved in this Form 4?

Yes; Aaron holds 192.192 phantom stock units, which will be settled in cash upon retirement or separation.