BorgWarner (BWA) EVP Tonit Calaway sells 14,021 common shares

Rhea-AI Filing Summary

BorgWarner Inc. executive Tonit M. Calaway, EVP, CAO, General Counsel & Secretary, reported an open-market sale of 14,021 shares of common stock. The shares were sold at a weighted average price of $51.4619 per share, with actual prices ranging from $51.3100 to $51.6300.

After this transaction, Calaway directly holds 204,913 shares of BorgWarner common stock. The filing notes that detailed price breakdowns within the reported range are available from the company or the SEC staff upon request.

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^*

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)
03/09/2026

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	03/09/2026		S		14,021	D	$51.4619(1)	204,913	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 $51.3100 to $51.6300. 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	03/10/2026
	** 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 on this Form 4?

BorgWarner reported that executive Tonit M. Calaway sold 14,021 shares of common stock in an open-market transaction. The sale was executed at a weighted average price of $51.4619 per share, and it reduced her holdings but left a substantial remaining position.

Who is Tonit M. Calaway in relation to BorgWarner (BWA)?

Tonit M. Calaway serves as BorgWarner’s Executive Vice President, Chief Administrative Officer, General Counsel and Secretary. Her Form 4 filing reflects personal trading activity in BorgWarner common stock, providing transparency into transactions by a senior corporate officer.

At what prices were the BorgWarner (BWA) shares sold in this Form 4?

The reported 14,021 BorgWarner shares were sold at a weighted average price of $51.4619. According to the footnote, actual sale prices ranged from $51.3100 to $51.6300, and a detailed breakdown by price level is available from the company or SEC staff upon request.

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

Following the reported open-market sale, Tonit M. Calaway directly holds 204,913 shares of BorgWarner common stock. This post-transaction balance shows she retains a significant equity stake in the company after disposing of 14,021 shares in the transaction.

Was the BorgWarner (BWA) insider sale executed as an open-market transaction?

Yes. The Form 4 classifies the transaction as an open-market sale of common stock. This means the 14,021 shares were sold through the market rather than via a private grant, option exercise, tax withholding event, or internal restructuring transaction.