BorgWarner (NYSE: BWA) EVP & CFO receives 20,910 restricted shares

Rhea-AI Filing Summary

BorgWarner Inc. reported that its EVP & CFO, Craig Aaron, received a grant of 20,910 shares of restricted common stock on February 3, 2026. The award vests 50% on February 28, 2028 and fully on February 28, 2029. After this grant, he directly beneficially owns 70,325 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

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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^*

Aaron Craig

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A		20,910(1)	A	$0.0000(2)	70,325	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 restricted stock award granted on 2/3/2026; shares will vest 50% on February 28, 2028 and 100% on February 28, 2029.

2. The restricted stock was granted for no consideration.

	Miyuki P. Oshima as attorney-in-fact for Craig Aaron	02/05/2026
	** 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) disclose for its EVP & CFO?

BorgWarner disclosed that EVP & CFO Craig Aaron received a grant of 20,910 shares of restricted common stock. The award was reported as an acquisition at a price of $0.0000 per share, reflecting equity-based compensation rather than an open-market purchase.

How many BorgWarner (BWA) shares did the EVP & CFO own after the reported grant?

Following the restricted stock grant, EVP & CFO Craig Aaron beneficially owned 70,325 shares of BorgWarner common stock. This total reflects his direct holdings after adding the 20,910 restricted shares reported in the Form 4 insider transaction filing.

What is the vesting schedule for the BorgWarner (BWA) restricted stock granted to the EVP & CFO?

The 20,910-share restricted stock award vests in two stages. Fifty percent vests on February 28, 2028, and the remaining shares vest on February 28, 2029, creating a multi-year incentive and retention structure for BorgWarner’s EVP & CFO.

At what price was the BorgWarner (BWA) restricted stock granted to the EVP & CFO?

The restricted stock was granted at a stated price of $0.0000 per share. A footnote clarifies that the restricted stock was granted for no cash consideration, indicating it is a compensation award rather than a market-based share purchase.

Who is the insider involved in this BorgWarner (BWA) Form 4 filing and what is their role?

The insider is Craig Aaron, who serves as Executive Vice President and Chief Financial Officer of BorgWarner. The Form 4 filing reports his acquisition of restricted common stock as part of his compensation in his senior leadership role at the company.

Is the BorgWarner (BWA) insider transaction a purchase or an equity award?

The transaction is an equity award of restricted common stock, not an open-market purchase. The Form 4 shows an acquisition coded as “A,” with footnotes explaining the shares are a restricted stock award granted for no cash consideration to the EVP & CFO.