Was the BorgWarner (BWA) CEO’s sale a market transaction or related to options?

The filing characterizes the transaction as an open-market sale of common stock, coded as “S.” There are no related derivative exercises reported in this filing, and the derivative position summary is empty, indicating no concurrent option or warrant activity here.

BorgWarner (BWA) CEO Joseph F. Fadool sells 29,000 shares in market trade

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

BorgWarner Inc. President and CEO Joseph F. Fadool sold 29,000 shares of common stock in an open-market transaction. The shares were sold at a weighted average price of $67.3053 per share, with individual trade prices ranging from $66.9150 to $67.7300. After this sale, he directly holds 405,964 shares of BorgWarner common stock.

Insider Trade Summary

Net Seller: 29,000 shares ($1,951,854)

Net Sell 1 txn

Insider Fadool Joseph F.

Role President and CEO

Sold 29,000 shs ($1.95M)

Type	Security	Shares	Price	Value
Sale	Common Stock	29,000	$67.3053	$1.95M

Holdings After Transaction: Common Stock — 405,964 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 29,000 shares Weighted average sale price: $67.3053 per share Post-transaction holdings: 405,964 shares +2 more

5 metrics

Shares sold 29,000 shares Open-market sale of common stock by CEO

Weighted average sale price $67.3053 per share Average price across multiple trades on transaction date

Post-transaction holdings 405,964 shares Direct common stock held by CEO after sale

Low trade price $66.9150 per share Lowest price received within reported sale range

High trade price $67.7300 per share Highest price received within reported sale range

Key Terms

open-market sale, weighted average price, Form 4, common stock

4 terms

open-market sale financial

"The transaction was an open-market sale of common stock."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

weighted average price financial

"The price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Form 4 regulatory

"for all transactions reported in this Form 4 utilizing an average weighted price."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

common stock financial

"sold 29,000 shares of common stock in an open-market transaction."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

05/14/2026 - 04:30 PM

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^*

Fadool Joseph F.

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/13/2026		S		29,000	D	$67.3053⁽¹⁾	405,964	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The actual prices received ranged from $66.9150 to $67.7300. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

	Miyuki P. Oshima as attorney-in-fact for Joseph F. Fadool	05/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BorgWarner (BWA) report for Joseph F. Fadool?

BorgWarner reported that President and CEO Joseph F. Fadool sold 29,000 shares of common stock. The transaction was an open-market sale, meaning the shares were sold on the public market rather than through a private agreement or equity award settlement.

At what price did the BorgWarner (BWA) CEO sell his shares?

The CEO’s sale used a weighted average price of $67.3053 per share. Actual transaction prices ranged from $66.9150 to $67.7300, reflecting multiple trades. Detailed price-by-trade information is available from the company, shareholders, or SEC staff upon request.

How many BorgWarner (BWA) shares does the CEO hold after this sale?

Following the reported sale, President and CEO Joseph F. Fadool directly holds 405,964 shares of BorgWarner common stock. This figure reflects his remaining direct ownership position after disposing of 29,000 shares in the open market on the reported transaction date.

Does the BorgWarner (BWA) Form 4 mention a trading plan for the CEO’s sale?

The Form 4 footnote describes the sale price as a weighted average across multiple trades but does not mention any Rule 10b5-1 trading plan. The disclosure focuses on price ranges and the availability of detailed trade data upon request.