BorgWarner (NYSE: BWA) CFO reports share award and tax withholding

Rhea-AI Filing Summary

BorgWarner Inc.’s EVP & CFO Craig Aaron reported equity award activity involving the company’s common stock. On February 4, 2026, he acquired 25,014 shares of common stock at $0.0000 per share, representing performance shares and related dividend shares earned for the 2023-2025 performance period.

On the same date, 11,036 shares were withheld at $48.57 per share to cover taxes due upon vesting of these performance and dividend share awards. After these transactions, Aaron directly beneficially owned 83,879 shares of BorgWarner common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Aaron Craig

Role EVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,014	$0.00	--
Tax Withholding	Common Stock	11,036	$48.57	$536K

Holdings After Transaction: Common Stock — 94,915 shares (Direct)

Footnotes (1)

1. Represents performance shares and dividend shares earned pursuant to a performance share award based upon the achievement of specified performance criteria for the 2023-2025 performance period. 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. Represents shares withheld to cover taxes due upon (1) the vesting of performance share awards and (2) payment of dividend shares earned upon the vesting of performance share awards, for the 2023-2025 performance period.

Form 4 Insider Transactions: What Each Field Means →

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
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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)
02/04/2026

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	02/04/2026		A		25,014(1)	A	$0.0000	94,915(2)	D
Common Stock	02/04/2026		F		11,036(3)	D	$48.57	83,879	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 performance shares and dividend shares earned pursuant to a performance share award based upon the achievement of specified performance criteria for the 2023-2025 performance period.

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 withheld to cover taxes due upon (1) the vesting of performance share awards and (2) payment of dividend shares earned upon the vesting of performance share awards, for the 2023-2025 performance period.

	Miyuki P. Oshima as attorney-in-fact for Craig Aaron	02/06/2026
	** 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 did BorgWarner (BWA) disclose about CFO Craig Aaron’s stock awards?

BorgWarner disclosed that EVP & CFO Craig Aaron received 25,014 common shares at $0.0000 per share. These represent performance and dividend shares earned for the 2023-2025 performance period, reflecting achievement of specified performance criteria set under the company’s long-term incentive program.

Why were 11,036 BorgWarner (BWA) shares withheld from Craig Aaron?

The company withheld 11,036 shares of common stock at $48.57 per share from Craig Aaron. These shares covered taxes due upon vesting of performance share awards and related dividend shares earned for the 2023-2025 performance period under BorgWarner’s equity compensation arrangements.

How many BorgWarner (BWA) shares does CFO Craig Aaron own after the Form 4 transactions?

Following the reported transactions, Craig Aaron directly beneficially owned 83,879 shares of BorgWarner common stock. This figure reflects the net result after both the 25,014-share performance award credit and the 11,036-share tax withholding on February 4, 2026.

What period do Craig Aaron’s BorgWarner performance shares on this Form 4 relate to?

The performance and dividend shares reported on this Form 4 relate to BorgWarner’s 2023-2025 performance period. The 25,014 shares were earned based on achievement of specified performance criteria set for that multi-year period under the company’s performance share program.

Was Craig Aaron’s BorgWarner Form 4 transaction a market sale of shares?

The filing shows no open-market sale by Craig Aaron. Instead, it reports a 25,014-share performance award at $0.0000 per share and 11,036 shares withheld at $48.57 per share to satisfy tax obligations tied to vesting of those performance and dividend share awards.

What role does Craig Aaron hold at BorgWarner (BWA) in this Form 4 filing?

In the Form 4, Craig Aaron is identified as BorgWarner’s Executive Vice President and Chief Financial Officer. The filing reports changes in his directly held beneficial ownership of BorgWarner common stock resulting from equity award vesting and related tax withholding on February 4, 2026.