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  4. [Form 4] BORGWARNER INC Insider Trading Activity

BorgWarner (NYSE: BWA) general counsel sells 44,000 shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

BORGWARNER INC (BWA) reported that executive officer Tonit M. Calaway, EVP, CAO, General Counsel & Secretary, sold 44,000 shares of Common Stock on 2026-08-17 in open-market or private transactions. The sales occurred in two blocks: 17,376 shares at a weighted average price of $69.97 per share, with actual prices ranging from $69.7550 to $70.2950, and 26,624 shares at a weighted average price of $69.44 per share, with actual prices ranging from $68.7550 to $69.7500. The company’s Rule 10b5-1 checkbox indicates these transactions were not made under a Rule 10b5-1 trading plan. Post-transaction share holdings are not stated in this data.

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Insights

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Insider CALAWAY TONIT M
Role EVP, CAO, Gen Counsel & Sec
Sold 44,000 shs ($3.06M)
Type Security Shares Price Value
Sale Common Stock F1 17,376 $69.97 $1.22M
Sale Common Stock F2 26,624 $69.44 $1.85M
Holdings After Transaction: Common Stock — 95,831 shares (Direct)
Footnotes (2)
  1. F1. The price in Column 4 is a weighted average price. The actual prices received ranged from $69.7550 to $70.2950. 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.
  2. F2. The price in Column 4 is a weighted average price. The actual prices received ranged from $68.7550 to $69.7500. 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.
Shares sold (total) 44,000 shares Aggregate of two Common Stock sale transactions on 2026-08-17
Shares sold (first block) 17,376 shares Common Stock sold at weighted average price of $69.97 on 2026-08-17
Price range (first block) $69.7550–$70.2950 Actual prices for the 17,376-share weighted-average sale
Shares sold (second block) 26,624 shares Common Stock sold at weighted average price of $69.44 on 2026-08-17
Price range (second block) $68.7550–$69.7500 Actual prices for the 26,624-share weighted-average sale
weighted average price financial
"The price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
open market or private transaction financial
"transaction_code_description: Sale in open market or private transaction"
Rule 10b5-1 regulatory
"The filing’s Rule 10b5-1 checkbox is unchecked"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What insider transaction did BWA report for Tonit M. Calaway on August 17, 2026?
BORGWARNER INC (BWA) reported that executive Tonit M. Calaway sold 44,000 shares of Common Stock on 2026-08-17 in open-market or private transactions, disclosed in two separate weighted-average priced sale entries.

At what prices did Tonit M. Calaway sell BWA shares on August 17, 2026?
Calaway sold 17,376 shares at a weighted average of $69.97 (range $69.7550–$70.2950) and 26,624 shares at a weighted average of $69.44 (range $68.7550–$69.7500), according to the Form 4 footnotes.

How many BWA shares did Tonit M. Calaway sell in total in this Form 4?
The Form 4 shows that Tonit M. Calaway sold 44,000 shares of BorgWarner Common Stock in aggregate, based on two sale transactions totaling 17,376 and 26,624 shares respectively.

Were Tonit M. Calaway’s BWA stock sales under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is unchecked, indicating Calaway’s reported sales on 2026-08-17 were not made pursuant to an affirmed Rule 10b5-1 trading plan.

What is Tonit M. Calaway’s role at BORGWARNER INC (BWA) in this Form 4?
Tonit M. Calaway is identified as an officer of BORGWARNER INC, serving as EVP, CAO, General Counsel & Secretary, and is the reporting person for the disclosed Common Stock sale transactions.

Does the Form 4 state Tonit M. Calaway’s BWA share holdings after the sale?
The transaction entries do not provide a total shares following the transactions figure, so Calaway’s remaining BorgWarner holdings are not specified in this Form 4 data excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 MICHIGAN 48326
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BORGWARNER INC [ BWA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CAO, Gen Counsel & Sec
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026S17,376D$69.97(1)122,455D
Common Stock08/17/2026S26,624D$69.44(2)95,831D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price in Column 4 is a weighted average price. The actual prices received ranged from $69.7550 to $70.2950. 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.
2. The price in Column 4 is a weighted average price. The actual prices received ranged from $68.7550 to $69.7500. 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. Calaway08/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR