BorgWarner director awarded 3,228 restricted shares

BorgWarner director Sailaja Shankar reported stock-based awards rather than open-market trades.

Rhea-AI Filing Summary

BorgWarner director Sailaja Shankar reported stock-based awards rather than open-market trades. On April 29, 2026, she received a restricted stock award of 3,228 shares of BorgWarner common stock that will vest 100% on the first anniversary of the grant date.

She also acquired 83 additional shares through dividend reinvestments and related record adjustments. Following these compensation and reinvestment transactions, Shankar directly owns 17,897 shares of BorgWarner common stock.

Insider Trade Summary

Grant/Award: 3,311 shares

Grant/Award 2 txns

Insider Shankar Sailaja

Role Director

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

Holdings After Transaction: Common Stock — 17,897 shares (Direct)

Footnotes (3)

1. F1. Represents a restricted stock award granted on April 29, 2026, that will vest 100% on the first anniversary of the grant date.
2. F2. 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. F3. 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 Shares owned after transactions: 17,897 shares

3 metrics

Restricted stock award 3,228 shares Granted April 29, 2026; vests 100% on first anniversary

Dividend reinvestment shares 83 shares Acquired via dividend reinvestments and exempt transactions

Shares owned after transactions 17,897 shares Direct BorgWarner common stock holdings after April 29, 2026

Key Terms

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

4 terms

restricted stock award financial

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

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 pursuant to Rule 16a-11"

Section 16 regulatory

"dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting"

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 upon the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BorgWarner (BWA) director Sailaja Shankar report in this Form 4?

She reported receiving stock-based compensation and dividend-related shares. The filing shows a 3,228-share restricted stock award and 83 shares from dividend reinvestments, increasing her direct BorgWarner common stock holdings to 17,897 shares.

How many BorgWarner (BWA) shares did Sailaja Shankar acquire on April 29, 2026?

She acquired 3,311 shares in total. This includes a 3,228-share restricted stock award and 83 shares from dividend reinvestments and reconciled exempt transactions, as described in the Form 4 footnotes.

When do Sailaja Shankar’s new BorgWarner (BWA) restricted shares vest?

The restricted stock award vests 100% on the first anniversary of the April 29, 2026 grant date. Until vesting, the award remains restricted stock, after which all 3,228 shares are scheduled to become fully vested.

Were Sailaja Shankar’s BorgWarner (BWA) transactions open-market buys or sells?

No, the Form 4 reflects non-market transactions. It shows a restricted stock award and shares acquired via dividend reinvestments and record reconciliations, with no open-market purchases or sales reported in this filing.

What is Sailaja Shankar’s BorgWarner (BWA) share ownership after these transactions?

After the reported transactions, she directly owns 17,897 shares of BorgWarner common stock. This figure reflects the newly granted restricted stock and additional shares acquired through dividend reinvestments and exempt adjustments.

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

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Accepted by SEC EDGAR 05/01/2026 - 12:44 PM Learn about SEC filing dates

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^*

Shankar Sailaja

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/29/2026		A		3,228(1)	A	$0.0000	17,814(2)	D
Common Stock	04/29/2026		A	V	83(3)	A	$0.0000	17,897	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 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 Sailaja Shankar	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)