BorgWarner (NYSE: BWA) EVP Tonit Calaway sells 16,000 shares

Rhea-AI Filing Summary

BorgWarner Inc. executive Tonit M. Calaway reported an open-market sale of company stock. On February 13, 2026, Calaway sold 16,000 shares of BorgWarner common stock at a weighted average price of $65.0844 per share, in a series of trades priced between $64.87 and $65.25.

After this transaction, Calaway directly owned 240,251 BorgWarner shares. The filing notes that detailed trade-by-trade price information within the disclosed range is available from the company, from Calaway, or from the SEC staff upon request.

Insider Trade Summary

Net Seller: 16,000 shares ($1,041,350)

Net Sell 1 txn

Insider CALAWAY TONIT M

Role EVP, CAO, Gen Counsel & Sec

Sold 16,000 shs ($1.04M)

Type	Security	Shares	Price	Value
Sale	Common Stock	16,000	$65.0844	$1.04M

Holdings After Transaction: Common Stock — 240,251 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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 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, CAO, Gen Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		S		16,000	D	$65.0844(1)	240,251	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 $64.8700 to $65.2500. 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 Tonit M. Calaway	02/17/2026
	** 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.

FAQ

What insider transaction did BorgWarner (BWA) report for Tonit M. Calaway?

BorgWarner reported that executive Tonit M. Calaway sold 16,000 shares of common stock. The sale occurred on February 13, 2026, as an open-market transaction at a weighted average price of $65.0844 per share, according to the Form 4 insider trading report.

At what price did Tonit M. Calaway sell BorgWarner (BWA) shares?

Tonit M. Calaway sold BorgWarner shares at a weighted average price of $65.0844 per share. The actual sale prices ranged from $64.87 to $65.25, reflecting multiple trades, with detailed price and size information available from the company or upon request.

How many BorgWarner (BWA) shares does Tonit M. Calaway own after the reported sale?

After the reported sale, Tonit M. Calaway directly owns 240,251 shares of BorgWarner common stock. This figure reflects her remaining direct holdings following the February 13, 2026 open-market sale of 16,000 shares disclosed in the Form 4 filing.

What role does Tonit M. Calaway hold at BorgWarner (BWA)?

Tonit M. Calaway serves as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary at BorgWarner. This senior leadership role is disclosed in the Form 4 filing that reports her February 13, 2026 open-market sale of 16,000 shares of common stock.

How is the pricing of Tonit M. Calaway’s BorgWarner (BWA) stock sale described?

The sale price is reported as a weighted average of $65.0844 per share for the 16,000 shares sold. The filing explains that individual trade prices ranged from $64.87 to $65.25 and that more detailed breakdowns are available to shareholders or regulators on request.