BorgWarner (NYSE: BWA) VP logs grant and tax-withholding stock moves

Rhea-AI Filing Summary

BorgWarner Inc. vice president Stefan Demmerle reported routine share movements related to equity compensation. He acquired 953 shares of common stock at a price of $0.00 per share, representing dividend reinvestments and settlement upon the vesting of restricted stock awards.

On the same date, 12,972 shares of common stock were disposed of at $57.57 per share to cover taxes due on the vesting of restricted stock awards and associated dividend shares. After these transactions, Demmerle directly owned 236,246 shares of BorgWarner common stock.

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

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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^*

Demmerle Stefan

(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)
	Vice President

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		953(1)	A	$0.0000	249,218	D
Common Stock	02/28/2026		F		12,972(2)	D	$57.57	236,246	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 Stefan Demmerle	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) report for Stefan Demmerle?

BorgWarner vice president Stefan Demmerle reported acquiring 953 common shares via dividend reinvestment and restricted stock vesting, and disposing of 12,972 shares to cover tax obligations. These movements are tied to equity compensation rather than open-market buying or selling.

How many BorgWarner (BWA) shares does Stefan Demmerle own after this Form 4?

After the reported transactions, Stefan Demmerle directly owns 236,246 shares of BorgWarner common stock. This balance reflects both the 953-share compensation-related acquisition and the 12,972-share tax-withholding disposition reported for the same transaction date.

Were the BorgWarner (BWA) insider transactions open-market trades?

The transactions were not open-market trades. The 953 shares were acquired through dividend reinvestment and settlement of restricted stock vesting, while 12,972 shares were withheld by the company to satisfy tax liabilities associated with those vesting events.

What does the tax-withholding disposition in BorgWarner (BWA) Form 4 mean?

The tax-withholding disposition reflects 12,972 shares surrendered at $57.57 per share to pay taxes due on restricted stock vesting and related dividend shares. This is a common administrative mechanism and differs from an executive choosing to sell shares on the open market.

What type of equity award activity did BorgWarner (BWA) disclose for its vice president?

BorgWarner disclosed equity award activity involving restricted stock. Demmerle received 953 shares from dividend reinvestment and vesting of restricted awards, and simultaneously had 12,972 shares withheld to cover associated tax liabilities, leaving him with 236,246 directly owned common shares.