BorgWarner (BWA) EVP Farrell nets 53,843 shares after award vesting

Rhea-AI Filing Summary

BorgWarner Inc. executive Paul Arthur Farrell reported equity award activity in company stock. On February 4, 2026, he acquired 16,627 shares of common stock at $0.0000 per share, representing performance and dividend shares earned for the 2023–2025 performance period.

On the same date, 7,395 shares were withheld at $48.57 per share to cover taxes related to the vesting of those performance and dividend shares. After these transactions and related record reconciliations, Farrell directly beneficially owned 53,843 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

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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^*

Farrell Paul Arthur

(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 & Chief Strategy Officer

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		16,627(1)	A	$0.0000	61,238(2)	D
Common Stock	02/04/2026		F		7,395(3)	D	$48.57	53,843	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 Paul Arthur Farrell	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.
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FAQ

What insider transactions did BWA executive Paul Arthur Farrell report?

Paul Arthur Farrell reported acquiring 16,627 BorgWarner common shares as earned performance and dividend shares, and 7,395 shares were withheld to cover taxes on vesting. After these transactions and related adjustments, he directly beneficially owned 53,843 BorgWarner common shares.

Why did Paul Arthur Farrell receive 16,627 BorgWarner (BWA) shares?

He received 16,627 shares as performance and dividend shares earned under a performance share award for the 2023–2025 performance period. These shares reflect achievement of specified performance criteria set by BorgWarner for that multi‑year incentive program.

Why were 7,395 BorgWarner shares withheld in Farrell’s Form 4 filing?

The 7,395 shares were withheld to cover taxes due upon vesting of performance share awards and payment of related dividend shares. This tax withholding occurred in connection with the 2023–2025 performance share program and reduced Farrell’s directly held share count.

How many BorgWarner (BWA) shares does Paul Arthur Farrell own after these transactions?

Following the reported award vesting, tax withholding, and record reconciliation, Paul Arthur Farrell directly beneficially owned 53,843 shares of BorgWarner common stock. This figure reflects his position after both the share acquisition and the tax‑related share withholding on February 4, 2026.

What does the performance period 2023–2025 mean in Farrell’s BorgWarner award?

The 2023–2025 performance period refers to a multi‑year incentive cycle during which specific performance criteria had to be met. Farrell’s 16,627 earned performance and dividend shares resulted from BorgWarner’s achievement of those defined metrics over that three‑year timeframe.

Did the BorgWarner Form 4 indicate any change in Farrell’s ownership records?

Yes. One footnote explains that the filing reflects an adjustment to the number of shares beneficially owned after reconciling BorgWarner’s records of Farrell’s exempt transactions, aligning reported ownership with the company’s internal share activity records.