What adjustment was made to Michael S. Hanley’s BorgWarner (BWA) share count?

A footnote explains that Hanley’s beneficial ownership total was adjusted after reconciling BorgWarner’s records of his exempt transactions. This reconciliation resulted in the updated post-transaction balance of 39,313 common shares reported as directly owned.

BorgWarner (BWA) director receives restricted stock grant and dividend shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BorgWarner Inc. director Michael S. Hanley reported compensation-related acquisitions of company stock. On April 29, 2026, he received 3,228 shares of common stock as a grant or award with no cash paid per share, and 83 additional shares through dividend reinvestments tied to restricted stock.

The filing notes that the 3,228-share restricted stock award will vest 100% on the first anniversary of the grant date. After these entries and an internal reconciliation of exempt transactions, Hanley holds 39,313 common shares directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hanley Michael S

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,228	$0.00	--
Grant/Award	Common Stock	83	$0.00	--

Holdings After Transaction: Common Stock — 39,230 shares (Direct, null)

Footnotes (1)

Represents a restricted stock award granted on April 29, 2026, that will vest 100% on the first anniversary of the grant date. 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. Represents shares acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting of restricted stock awards.

Key Figures

Restricted stock award: 3,228 shares Dividend reinvestment shares: 83 shares Post-transaction holdings: 39,313 shares +2 more

5 metrics

Restricted stock award 3,228 shares Grant/award of common stock on April 29, 2026

Dividend reinvestment shares 83 shares Shares acquired through dividend reinvestments tied to restricted stock

Post-transaction holdings 39,313 shares Common stock directly owned after reported transactions

Grant price per share $0.0000 per share Reported price for both stock award and dividend reinvestment entries

Acquisition transactions 2 entries Both coded A as grants, awards, or other acquisitions

Key Terms

restricted stock award, dividend reinvestments, Section 16, Rule 16a-11, +1 more

5 terms

restricted stock award financial

"Represents a restricted stock award granted on April 29, 2026, that will vest 100%..."

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

dividend reinvestments financial

"Represents shares acquired pursuant to dividend reinvestments exempt from Section 16..."

Section 16 regulatory

"dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11..."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Rule 16a-11 regulatory

"dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled..."

beneficially owned financial

"adjustment to the number of shares beneficially owned after a reconciliation..."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 12:46 PM

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^*

Hanley Michael S

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		A		3,228⁽¹⁾	A	$0.0000	39,230⁽²⁾	D
Common Stock	04/29/2026		A	V	83⁽³⁾	A	$0.0000	39,313	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a restricted stock award granted on April 29, 2026, that will vest 100% on the first anniversary of the grant date.

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 acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting of restricted stock awards.

	Miyuki P. Oshima as attorney-in-fact for Michael S. Hanley	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BWA director Michael S. Hanley report?

Michael S. Hanley reported two non-market acquisitions of BorgWarner (BWA) common stock. He received 3,228 shares as a grant or award and 83 shares via dividend reinvestments, both recorded at zero cash price per share as compensation-related entries.

How many BorgWarner (BWA) shares does Michael S. Hanley hold after this Form 4?

After the reported transactions and an internal reconciliation of exempt activity, Michael S. Hanley directly holds 39,313 shares of BorgWarner common stock. This total reflects his updated beneficial ownership position as disclosed in the Form 4 filing’s share balance data.

What are the terms of Michael S. Hanley’s new restricted stock award from BorgWarner (BWA)?

Hanley received a restricted stock award of 3,228 BorgWarner shares on April 29, 2026. According to the disclosure, this restricted stock award will vest 100% on the first anniversary of the grant date, making it a time-based equity compensation grant.

Were Michael S. Hanley’s BorgWarner (BWA) transactions open-market buys or compensation grants?

The Form 4 shows compensation-related acquisitions, not open-market purchases. Both transactions use code A for grants or awards, with a reported price of $0.0000 per share, indicating stock-based compensation and dividend reinvestment entries rather than market trades.

How were dividend reinvestments reported in Michael S. Hanley’s BorgWarner (BWA) filing?

The filing states that 83 shares were acquired through dividend reinvestments exempt from Section 16 under Rule 16a-11. These shares were settled in connection with the vesting of restricted stock awards, reflecting automatic reinvestment of dividends into additional common shares.