BorgWarner (NYSE: BWA) CEO receives stock award, withholds shares for tax

Rhea-AI Filing Summary

BorgWarner Inc. President and CEO Joseph F. Fadool, who is also a director, reported equity-related transactions in the company’s common stock dated February 4, 2026.

He was granted 59,408 shares of common stock at $0.0000 per share, representing performance shares and dividend shares earned for the 2023–2025 performance period based on specified performance criteria. On the same date, 25,984 shares were withheld at $48.57 per share to cover taxes due upon the vesting of these performance share awards and associated dividend shares. After these transactions and an adjustment to reconcile prior exempt transactions, Fadool directly owned 447,782 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^*

Fadool Joseph F.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		59,408(1)	A	$0.0000	473,766(2)	D
Common Stock	02/04/2026		F		25,984(3)	D	$48.57	447,782	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 Joseph F. Fadool	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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** 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 transactions did BorgWarner (BWA) CEO Joseph F. Fadool report on February 4, 2026?

He reported receiving 59,408 BorgWarner common shares at $0.0000 per share and a tax withholding of 25,984 shares at $48.57. These transactions were tied to performance share awards and dividend shares for the 2023–2025 performance period.

What is the source of the 59,408 BorgWarner (BWA) shares reported by the CEO?

The 59,408 shares represent performance shares and dividend shares earned from a performance share award covering the 2023–2025 performance period. They were granted based on achievement of specified performance criteria rather than open-market purchases.

Why were 25,984 BorgWarner (BWA) shares withheld in the CEO’s Form 4 filing?

The 25,984 shares were withheld to cover taxes due upon vesting of performance share awards and payment of dividend shares. This withholding related specifically to the 2023–2025 performance period awards reported in the same Form 4.

How many BorgWarner (BWA) shares does CEO Joseph F. Fadool own after these transactions?

Following the reported award and tax withholding transactions, Joseph F. Fadool directly beneficially owned 447,782 shares of BorgWarner common stock. This figure reflects an adjustment after reconciling the issuer’s records of his exempt transactions.

Were the BorgWarner (BWA) CEO’s February 2026 transactions open-market buys or sells?

No open-market trades were reported. The Form 4 shows a stock award of 59,408 performance and dividend shares at $0.0000 and a withholding of 25,984 shares at $48.57 solely to satisfy tax obligations tied to those awards.

What performance period is associated with the BorgWarner (BWA) CEO’s reported stock award?

The stock award and related dividend shares are tied to the 2023–2025 performance period. Shares were earned under a performance share award based on achieving specified performance criteria for that multi-year timeframe.