[Form 4] BorgWarner Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sales by BorgWarner director/officer Stefan Demmerle totaling 20,000 shares were reported. The Form 4 shows three separate sell transactions on 08/12/2025 and 08/13/2025: 5,000 shares at a weighted average price of $40.0437 (actual prices ranged $40.04–$40.05), 10,000 shares at $38.95, and 5,000 shares at $40.50. After these transactions the report lists the beneficial ownership balance as 229,039.69 shares (reported following the 08/13/2025 sale). The filing was submitted via attorney-in-fact and includes an explanation that the first sale price is a weighted average and that detailed per-price quantities are available on request.

Positive

• Timely and compliant disclosure under Section 16 with explanatory note about weighted-average pricing
• No derivative transactions reported, indicating these were straightforward stock dispositions

Negative

• Insider sold 20,000 shares across 08/12/2025–08/13/2025, reducing beneficial ownership from prior levels
• Sales include a block at $38.95, below the other reported prices, which may warrant attention to price timing

Insights

Securities Analyst

TL;DR: Director/officer Stefan Demmerle executed routine open-market sales totaling 20,000 BWA shares, reducing his beneficial holdings.

The transactions are standard Section 16 reporting of open-market dispositions: three sales across two days aggregating 20,000 shares with prices between $38.95 and $40.50. The filer discloses the weighted-average treatment for one block and offers to provide exact breakdowns on request. There is no derivative activity reported. For investors, this is a disclosure of insider liquidity rather than an operational or accounting event; impact is informational unless part of a broader pattern.

Corporate Governance Expert

TL;DR: Filing appears compliant and timely, noting an attorney-in-fact signature and explanatory disclosure for weighted pricing.

The Form 4 identifies the reporting person as both a director and an officer (Vice President) and shows the form was filed by one reporting person via an attorney-in-fact. The explanatory note clarifies pricing methodology for one sale, which supports transparency. There are no indications of transactions under a 10b5-1 plan in the form checkboxes. This is a routine governance disclosure with neutral governance implications.

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^*

Demmerle Stefan

(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)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		S		5,000	D	$40.0437(1)	244,039.69	D
Common Stock	08/12/2025		S		10,000	D	$38.95	234,039.69	D
Common Stock	08/13/2025		S		5,000	D	$40.5	229,039.69	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 price in Column 4 is a weighted average price. The actual prices received ranged from $40.0400 to $40.0500. 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.

	Miyuki P. Oshima as attorney-in-fact for Stefan Demmerle	08/14/2025
	** 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.
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 insider transactions were reported for BorgWarner (BWA)?

The Form 4 reports three sales by Stefan Demmerle totaling 20,000 shares on 08/12/2025 and 08/13/2025.

What prices did the insider receive for BWA shares?

Reported sale prices were a weighted average of $40.0437 (range $40.04–$40.05), $38.95, and $40.50.

How many BWA shares did the reporting person own after these transactions?

The form lists 229,039.69 shares as beneficially owned following the 08/13/2025 transaction.

Was the Form 4 filed directly by the reporting person?

The filing was executed by an attorney-in-fact, Miyuki P. Oshima, on behalf of Stefan Demmerle.

Did the Form 4 report any derivative transactions or 10b5-1 plan trades?

No derivative securities are reported in Table II, and there is no checked indication in the form that transactions were made pursuant to a 10b5-1 plan.