BorgWarner (NYSE: BWA) VP granted 7,840 performance and dividend shares

Rhea-AI Filing Summary

BorgWarner Inc. vice president Henk Vanthournout reported equity award activity in company stock. On February 4, 2026, he was awarded 7,840 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, 3,765 shares of common stock at $48.57 per share were withheld to cover taxes tied to the vesting of these performance and dividend shares. After these transactions, Vanthournout directly beneficially owned 48,694 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

OMB APPROVAL

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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^*

Vanthournout Henk

(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		7,840(1)	A	$0.0000	52,459(2)	D
Common Stock	02/04/2026		F		3,765(3)	D	$48.57	48,694	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 Henk Vanthournout	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BorgWarner (BWA) report for Henk Vanthournout?

BorgWarner vice president Henk Vanthournout reported a stock award and tax withholding on February 4, 2026. He received 7,840 common shares from performance and dividend awards, with 3,765 shares withheld to cover taxes related to the vesting.

How many BorgWarner (BWA) shares does Henk Vanthournout own after this Form 4?

After the reported transactions, Henk Vanthournout directly beneficially owned 48,694 BorgWarner common shares. This balance reflects the receipt of 7,840 performance and dividend shares and the withholding of 3,765 shares to satisfy tax obligations on the vesting.

What do the 7,840 BorgWarner (BWA) shares awarded to Vanthournout represent?

The 7,840 shares represent performance shares and dividend shares earned under a performance share award. They were based on achieving specified performance criteria for BorgWarner’s 2023–2025 performance period, aligning executive compensation with the company’s multi-year performance results.

Why were 3,765 BorgWarner (BWA) shares withheld in this insider filing?

The 3,765 shares were withheld to cover taxes due upon vesting of performance share awards and payment of related dividend shares. This is a common mechanism where shares are retained instead of the insider paying cash for associated tax obligations.

What does the adjustment note in Vanthournout’s BorgWarner (BWA) holdings mean?

The filing notes an adjustment to shares beneficially owned after reconciling the issuer’s records for exempt transactions. This indicates BorgWarner updated Vanthournout’s recorded share balance to accurately reflect prior exempt activity, improving the precision of his reported ownership.

Is the BorgWarner (BWA) Form 4 for Henk Vanthournout a market sale of shares?

The Form 4 does not report an open market sale. Instead, it shows an equity award of 7,840 shares and the withholding of 3,765 shares to satisfy tax obligations tied to vesting, a non-market administrative transaction.