BorgWarner director granted stock awards

BorgWarner Inc. director Deborah D. McWhinney reported equity compensation grants in the form of common stock.

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Form Type

Rhea-AI Filing Summary

BorgWarner Inc. director Deborah D. McWhinney reported equity compensation grants in the form of common stock. On April 29, 2026, she received a restricted stock award of 83 shares that will vest 100% on the first anniversary of the grant date.

She also acquired 3,228 additional common shares through dividend reinvestments associated with vested restricted stock awards. Both transactions were recorded at a zero dollar price per share and reflect non-market, compensation-related acquisitions, leaving her with direct ownership of more than 35,000 BorgWarner shares.

Insider Trade Summary

Grant/Award: 3,311 shares

Grant/Award 2 txns

Insider MCWHINNEY DEBORAH D

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 — 35,208 shares (Direct)

Footnotes (3)

F1. Represents a restricted stock award granted on April 29, 2026, that will vest 100% on the first anniversary of the grant date.
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.
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: 83 shares Dividend reinvestment shares: 3,228 shares Transaction price: $0.0000 per share +2 more

5 metrics

Restricted stock award 83 shares Granted April 29, 2026; vests 100% on first anniversary

Dividend reinvestment shares 3,228 shares Acquired via dividend reinvestments tied to restricted stock vesting

Transaction price $0.0000 per share Both non-derivative stock acquisitions reported as compensation, not market trades

Direct holdings after transaction 35,208 shares Total shares directly owned following one reported April 29, 2026 transaction

Section 16 exemption Rule 16a-11 Dividend reinvestment shares treated as exempt under Section 16 rules

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

"exempt from Section 16 pursuant to Rule 16a-11 and 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 Deborah McWhinney?

BorgWarner reported that director Deborah McWhinney acquired company stock through equity compensation. She received 83 restricted shares and 3,228 shares via dividend reinvestment, all recorded at zero cost as non-market awards tied to the company’s compensation programs.

Was the BorgWarner (BWA) Form 4 a stock purchase or a compensation grant?

The Form 4 reflects compensation-related grants, not open-market stock purchases. Deborah McWhinney received a restricted stock award and additional shares from dividend reinvestment associated with restricted stock vesting, all reported with a zero transaction price per share.

How many BorgWarner (BWA) shares did Deborah McWhinney receive in the latest Form 4?

Deborah McWhinney received 83 shares as a restricted stock award and 3,228 shares through dividend reinvestments. These transactions increased her direct equity position in BorgWarner as part of routine director compensation rather than discretionary market trading activity.

When do Deborah McWhinney’s BorgWarner restricted shares vest?

The 83-share restricted stock award granted to Deborah McWhinney on April 29, 2026 vests 100% on the first anniversary of the grant date. Until vesting, the shares are restricted, aligning her compensation with BorgWarner’s longer-term performance and governance framework.

What are the dividend reinvestment shares reported for BorgWarner (BWA)?

The 3,228 shares are described as acquired through dividend reinvestments and settled upon vesting of restricted stock awards. They are exempt from Section 16 under Rule 16a-11, reflecting automatic reinvestment of dividends rather than active market purchases by the director.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/01/2026 - 12:45 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^*

MCWHINNEY DEBORAH D

(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)
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	04/29/2026		A		3,228⁽¹⁾	A	$0.0000	35,125⁽²⁾	D
Common Stock	04/29/2026		A	V	83⁽³⁾	A	$0.0000	35,208	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. 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 Deborah D. McWhinney	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)

Source: View Original Filing on SEC EDGAR