BorgWarner (BWA) VP Demmerle nets performance share award after tax share withholding

Rhea-AI Filing Summary

BorgWarner Inc. vice president Stefan Demmerle reported equity compensation and related tax withholding in company stock. On February 4, 2026, he acquired 55,689 shares of common stock at $0.0000 per share, representing performance and dividend shares earned for the 2023–2025 performance period.

On the same date, 24,401 shares of common stock were withheld at $48.57 per share to cover taxes due upon vesting and dividend share payment. After these transactions and an adjustment to issuer records, Demmerle directly owned 248,265 shares of BorgWarner common stock.

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^*

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)
02/04/2026

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	02/04/2026		A		55,689(1)	A	$0.0000	272,666(2)	D
Common Stock	02/04/2026		F		24,401(3)	D	$48.57	248,265	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 performance shares and dividend shares earned pursuant to a performance share award based upon the achievement of specified performance criteria for the 2023-2025 performance period.

2. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records regarding the reporting person's exempt transactions.

3. Represents shares withheld to cover taxes due upon (1) the vesting of performance share awards and (2) payment of dividend shares earned upon the vesting of performance share awards, for the 2023-2025 performance period.

	Miyuki P. Oshima as attorney-in-fact for Stefan Demmerle	02/06/2026
	** 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).
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FAQ

What insider transaction did BorgWarner (BWA) report for Stefan Demmerle?

BorgWarner reported that vice president Stefan Demmerle acquired 55,689 shares of common stock as performance and dividend shares for the 2023–2025 period, and had 24,401 shares withheld to cover associated tax obligations on February 4, 2026.

How many BorgWarner (BWA) shares does Stefan Demmerle own after this Form 4?

After the reported transactions, vice president Stefan Demmerle directly beneficially owned 248,265 shares of BorgWarner common stock. This figure reflects the performance share vesting, tax withholding, and an adjustment following reconciliation of the company’s records for exempt transactions.

What is the nature of the 55,689 BorgWarner (BWA) shares awarded to Stefan Demmerle?

The 55,689 shares reported as acquired by Stefan Demmerle represent performance shares and dividend shares earned under a performance share award, based on specified performance criteria for BorgWarner’s 2023–2025 performance period, and were recorded at a price of $0.0000 per share.

Why were 24,401 BorgWarner (BWA) shares deducted in Demmerle’s Form 4?

The 24,401 shares reported with transaction code F were withheld to cover taxes due upon vesting of performance share awards and payment of related dividend shares for the 2023–2025 period, at a price of $48.57 per share, reducing the net shares received.

What does the adjustment noted in BorgWarner (BWA) vice president Demmerle’s holdings mean?

The filing notes that Demmerle’s post-transaction holdings reflect an adjustment after reconciling BorgWarner’s records for exempt transactions. This means the company updated the recorded number of shares he beneficially owned to align with historical, non-reportable activity.

What role does Stefan Demmerle hold at BorgWarner (BWA) in this Form 4?

In this Form 4, Stefan Demmerle is identified as an officer of BorgWarner Inc., serving in the role of Vice President. The transactions reported relate to his equity compensation and associated tax withholding in BorgWarner common stock.