BorgWarner director granted 3,228 restricted shares

BORGWARNER INC director Alexis P. Michas reported equity-based compensation, not an open-market trade.

Rhea-AI Filing Summary

BORGWARNER INC director Alexis P. Michas reported equity-based compensation, not an open-market trade. On April 29, 2026, he acquired 3,228 shares of common stock through a restricted stock award that will vest 100% on the first anniversary of the grant date. He also acquired an additional 83 shares tied to exempt adjustments and dividend reinvestments described in the footnotes. After these awards, he directly holds over 82,000 shares of BorgWarner common stock, indicating the transactions are routine compensation and reinvestment events rather than a change in market positioning.

Insider Trade Summary

Grant/Award: 3,311 shares

Grant/Award 2 txns

Insider MICHAS ALEXIS P

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 — 82,402 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 Additional acquired shares: 83 shares Post-transaction holdings: Over 82,000 shares +1 more

4 metrics

Restricted stock award 3,228 shares Common Stock granted on April 29, 2026

Additional acquired shares 83 shares Common Stock linked to exempt adjustments and reinvestments

Post-transaction holdings Over 82,000 shares Approximate direct BorgWarner common stock held after reported awards

Vesting schedule 100% after 1 year Restricted stock vests on first anniversary of April 29, 2026 grant

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% 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"

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"

beneficially owned financial

"Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records"

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.

FAQ

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

What did BorgWarner (BWA) director Alexis P. Michas acquire in this Form 4?

Alexis P. Michas acquired company stock as compensation, not via open-market buying. He received 3,228 shares through a restricted stock award and 83 additional shares tied to exempt adjustments and dividend reinvestments, increasing his direct BorgWarner common stock holdings to over 82,000 shares.

How does the restricted stock award to Alexis P. Michas at BorgWarner (BWA) vest?

The restricted stock award vests in a single installment, not gradually. All 3,228 restricted shares granted on April 29, 2026 will vest 100% on the first anniversary of the grant date, aligning the director’s compensation with longer-term company performance and retention.

Were the BorgWarner (BWA) shares in this Form 4 open-market purchases or compensation grants?

The reported transactions are compensation-related grants, not open-market purchases. Both entries are coded as awards or other acquisitions, including a restricted stock award and additional shares from exempt adjustments and dividend reinvestments, rather than discretionary stock buying on the open market.

How large is Alexis P. Michas’s BorgWarner (BWA) shareholding after these transactions?

After the reported transactions, Alexis P. Michas directly owns more than 82,000 BorgWarner common shares. This indicates the 3,228-share restricted award and 83 additional shares are relatively modest increases within an already substantial equity position in the company.

What do the BorgWarner (BWA) Form 4 footnotes say about the additional 83 shares?

Footnotes explain the additional 83 shares arise from exempt items rather than active trading. They reflect reconciliations of the issuer’s records regarding exempt transactions and shares acquired through dividend reinvestments that were settled when restricted stock awards vested.

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^*

MICHAS ALEXIS P

(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	82,319(2)	D
Common Stock	04/29/2026		A	V	83(3)	A	$0.0000	82,402	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 Alexis P. Michas	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)