BorgWarner (BWA) CFO logs stock award vesting and share withholding for taxes

Rhea-AI Filing Summary

BorgWarner EVP & CFO Aaron Craig reported routine stock-based compensation activity. He acquired 351 shares of common stock at no cost through dividend reinvestment tied to vesting restricted stock awards, and 5,249 shares were withheld to cover tax obligations on those vestings. After these transactions, he directly owned 78,981 common shares.

Insights

Equity Compensation Analyst

Routine stock award vesting with tax withholding; no open-market trading.

The transactions reflect standard equity compensation mechanics for BorgWarner EVP & CFO Aaron Craig. He acquired 351 common shares via dividend reinvestment connected to vesting restricted stock awards, recorded at a per-share price of $0.0000, meaning no cash outlay.

At the same time, 5,249 shares were disposed of under code F at $57.57 per share to satisfy tax liabilities from those vestings and related dividend shares. These are share-withholding events, not market sales, and are typical for executives receiving stock-based pay.

Following these non-derivative transactions on February 28, 2026, Craig held 78,981 common shares directly. The activity does not indicate discretionary buying or selling, but rather administration of his existing compensation awards.

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^*

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)
02/28/2026

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		351(1)	A	$0.0000	84,230	D
Common Stock	02/28/2026		F		5,249(2)	D	$57.57	78,981	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 Craig Aaron	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.
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.

FAQ

What insider transactions did BorgWarner (BWA) EVP & CFO Aaron Craig report?

Aaron Craig reported acquiring 351 BorgWarner common shares via dividend reinvestment and a disposition of 5,249 shares for tax withholding. Both transactions relate to vesting restricted stock awards, reflecting routine equity compensation administration rather than open-market trading activity.

Were Aaron Craig’s BorgWarner (BWA) Form 4 transactions open-market buys or sells?

No, the Form 4 shows no open-market buys or sells. Shares were acquired through dividend reinvestment on restricted stock vesting and disposed of under code F solely to cover tax liabilities, a common non-market mechanism in executive equity compensation plans.

How many BorgWarner (BWA) shares did Aaron Craig acquire and dispose in this filing?

Aaron Craig acquired 351 common shares at no cash cost through dividend reinvestment and had 5,249 shares withheld to pay taxes on vesting awards. These offsetting transactions are tied to compensation events, not discretionary investment decisions in BorgWarner stock.

What is Aaron Craig’s BorgWarner (BWA) shareholding after the reported Form 4 transactions?

After the reported equity compensation and tax-withholding events, Aaron Craig directly owns 78,981 BorgWarner common shares. This balance reflects the net effect of the February 28, 2026 dividend reinvestment acquisition and the share withholding for associated tax obligations.

What does transaction code F mean in the BorgWarner (BWA) Form 4 for Aaron Craig?

Transaction code F indicates shares were disposed of to pay exercise price or tax liabilities. In this case, 5,249 BorgWarner shares were withheld to cover taxes due on restricted stock vesting and related dividend shares, rather than being sold in the open market.

Why did Aaron Craig receive 351 BorgWarner (BWA) shares at a zero price per share?

The 351 shares were credited through dividend reinvestment tied to vesting restricted stock awards, recorded at $0.0000 per share. This reflects a non-cash acquisition exempt under Rule 16a-11, common when dividends are automatically reinvested into additional shares upon award vesting.