[Form 4] BorgWarner Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sale by BorgWarner director Alexis P. Michas. The filing reports a sale on 09/02/2025 of 8,772 shares of BorgWarner Inc. (BWA) reported under Form 4. The weighted average price for the sale was $42.3146, with actual prices ranging from $42.2050 to $42.3900. Following the reported transaction, the reporting person beneficially owned 78,903.45 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/03/2025. The filing does not state proceeds, reasons for the sale, or any additional transactions.

Positive

• None.

Negative

• Director disposed of 8,772 shares on 09/02/2025, reducing direct beneficial ownership to 78,903.45 shares
• No statement of purpose or 10b5-1 plan is indicated on the form, so the filing does not disclose a pre-arranged trading plan or reason for the sale

Insights

Corporate Governance Expert

TL;DR: Routine director sale disclosed; no accompanying disclosure of reason or planned trading plan.

The filing shows a single, non-derivative disposition of 8,772 shares by a BorgWarner director, executed at a weighted average price of $42.3146. The disclosure is complete for a Section 16 reporting event: transaction code S indicates a sale of owned shares and ownership is reported as direct. There is no indication of a Rule 10b5-1 plan or other pre-arranged trading plan checked on the form, and no rationale or proceeds amount is provided. From a governance perspective this is a standard insider sale disclosure that should be monitored alongside other insider activity for pattern analysis.

Securities Analyst

TL;DR: Materiality appears limited; a single share sale by an insider with remaining direct holdings disclosed.

The reported sale reduced the reporting person\'s direct holdings to 78,903.45 shares. The filing states the sale prices spanned $42.2050 to $42.3900 and uses a weighted average of $42.3146. No derivative transactions, grants, or purchases accompany this filing. For investors, this Form 4 provides transparent trade details but does not by itself indicate a change in company fundamentals or management intent.

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^*

MICHAS ALEXIS P

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		8,772	D	$42.3146(1)	78,903.45	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 $42.2050 to $42.3900. 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 Alexis P. Michas	09/03/2025
	** 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 did BorgWarner director Alexis P. Michas report on Form 4 (BWA)?

The Form 4 reports a sale of 8,772 shares on 09/02/2025 at a weighted average price of $42.3146, leaving 78,903.45 shares beneficially owned directly.

What price range was disclosed for the BWA insider sale?

The filing states the actual prices ranged from $42.2050 to $42.3900, with a weighted average of $42.3146.

Does the Form 4 indicate a 10b5-1 trading plan for this BWA transaction?

No. The form does not include a check or statement indicating the transaction was made pursuant to a 10b5-1 plan.

Who signed the Form 4 for Alexis P. Michas?

The Form 4 was signed by Miyuki P. Oshima as attorney-in-fact on 09/03/2025.

Are there any derivative transactions reported in this Form 4 for BWA?

No. Table II lists no derivative securities; only a non-derivative sale of common stock is reported.