BorgWarner EVP reports mixed Form 4 share moves

BorgWarner Inc EVP & Chief Strategy Officer Paul Arthur Farrell reported mixed share changes in a Form 4.

Rhea-AI Filing Summary

BorgWarner Inc EVP & Chief Strategy Officer Paul Arthur Farrell reported mixed share changes in a Form 4. On February 28, 2026, he acquired 286 shares of common stock at $0.00 per share through dividend reinvestments tied to vested restricted stock awards.

On the same date, 3,879 shares of common stock at $57.57 per share were disposed of to cover tax liabilities related to those vesting events. After these transactions, his directly held common stock position was 50,250 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Farrell Paul Arthur

Role EVP & Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	286	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,879	$57.57	$223K

Holdings After Transaction: Common Stock — 50,250 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Represents shares withheld to cover taxes due upon (1) the vesting of restricted stock awards and (2) payment of dividend shares settled upon the vesting of restricted stock awards.

FAQ

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

What insider transactions did BorgWarner (BWA) report for Paul Arthur Farrell?

Paul Arthur Farrell reported both an acquisition and a disposition of BorgWarner shares. He acquired 286 common shares through dividend reinvestment and disposed of 3,879 shares to cover tax obligations linked to the vesting of restricted stock awards on February 28, 2026.

How many BorgWarner (BWA) shares did the EVP & Chief Strategy Officer acquire?

Paul Arthur Farrell acquired 286 shares of BorgWarner common stock. The shares were received at a stated price of $0.00 per share, reflecting dividend reinvestments that settled upon the vesting of restricted stock awards, as described in the Form 4 footnotes.

Why were 3,879 BorgWarner (BWA) shares disposed of in this Form 4?

The 3,879 disposed BorgWarner shares were withheld to cover tax liabilities. The filing explains these shares were used to satisfy taxes due upon vesting of restricted stock awards and related dividend shares, rather than representing an open-market sale by Paul Arthur Farrell.

What is Paul Arthur Farrell’s BorgWarner (BWA) shareholding after these transactions?

After the reported transactions, Paul Arthur Farrell directly holds 50,250 BorgWarner shares. This post-transaction balance reflects both the 286-share dividend reinvestment acquisition and the 3,879 shares withheld for taxes tied to restricted stock vesting.

What do the Form 4 footnotes reveal about BorgWarner (BWA) insider share changes?

The footnotes clarify the nature of the acquisition and disposition. They state the 286-share acquisition came from dividend reinvestments on vested restricted stock, and the 3,879-share disposition represents shares withheld to pay taxes due on those vesting and dividend settlements.

Was the BorgWarner (BWA) insider disposition an open-market share sale?

No, the disposition was for tax withholding rather than an open-market sale. The Form 4 uses transaction code F and explains that 3,879 shares were withheld to cover tax liabilities upon restricted stock vesting and related dividend share settlements.

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

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Accepted by SEC EDGAR 03/03/2026 - 07:55 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^*

Farrell Paul Arthur

(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 & Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		A		286(1)	A	$0.0000	54,129	D
Common Stock	02/28/2026		F		3,879(2)	D	$57.57	50,250	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 shares acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting of restricted stock awards.

2. Represents shares withheld to cover taxes due upon (1) the vesting of restricted stock awards and (2) payment of dividend shares settled upon the vesting of restricted stock awards.

	Miyuki P. Oshima as attorney-in-fact for Paul Arthur Farrell	03/03/2026
	** 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.
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