BorgWarner VP awarded 20,914 shares; 9,256 withheld

BorgWarner Inc. vice president Isabelle McKenzie reported equity compensation activity involving company common stock.

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Rhea-AI Filing Summary

BorgWarner Inc. vice president Isabelle McKenzie reported equity compensation activity involving company common stock. On February 4, 2026, she acquired 20,914 common shares at $0.0000 per share as performance and dividend shares earned for the 2023-2025 performance period.

On the same date, 9,256 shares were withheld at $48.57 per share to cover taxes due upon the vesting of the performance and dividend shares. After these transactions, McKenzie directly beneficially owned 72,309 common shares of BorgWarner Inc.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McKenzie Isabelle

Role Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	20,914	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	9,256	$48.57	$450K

Holdings After Transaction: Common Stock — 72,309 shares (Direct)

Footnotes (3)

F1. 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.
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 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.

FAQ

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What insider transaction did BorgWarner (BWA) vice president Isabelle McKenzie report?

Isabelle McKenzie reported acquiring 20,914 BorgWarner common shares as earned performance and dividend shares, and having 9,256 shares withheld to cover taxes. These transactions reflect the vesting and tax settlement of a 2023-2025 performance share award, not an open-market purchase.

How many BorgWarner (BWA) shares does Isabelle McKenzie own after this Form 4?

After the reported transactions, Isabelle McKenzie directly beneficially owned 72,309 shares of BorgWarner common stock. This figure reflects the addition of earned performance and dividend shares and the simultaneous tax withholding, as reconciled with the issuer’s records of her exempt transactions.

What is the nature of the 20,914 BorgWarner (BWA) shares reported as acquired?

The 20,914 shares represent performance shares and related dividend shares earned under a performance share award for the 2023-2025 period. They were issued at a stated price of $0.0000 per share upon achievement of specified performance criteria set by BorgWarner.

Why were 9,256 BorgWarner (BWA) shares withheld in Isabelle McKenzie’s Form 4?

The 9,256 shares were withheld to cover taxes due upon vesting of performance share awards and payment of dividend shares. This tax withholding relates specifically to the 2023-2025 performance period equity awards and was priced at $48.57 per share in the filing.

Does the BorgWarner (BWA) Form 4 show open-market buying or selling by Isabelle McKenzie?

The Form 4 does not show open-market trades. It reports equity compensation vesting: 20,914 performance and dividend shares credited at $0.0000 per share, and 9,256 shares withheld at $48.57 per share solely to satisfy tax obligations tied to those awards.

What performance period is associated with the BorgWarner (BWA) shares in this Form 4?

Both the earned shares and the tax-withheld shares relate to BorgWarner’s 2023-2025 performance period. The filing explains that performance and dividend shares were earned based on specified criteria, and tax withholding occurred upon vesting and dividend share payment for that period.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/06/2026 - 05:29 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^*

McKenzie Isabelle

(Last)

(First)

(Middle)

3850 HAMLIN ROAD

(Street)

AUBURN HILLS

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)
02/04/2026

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)
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	02/04/2026		A		20,914⁽¹⁾	A	$0.0000	81,565⁽²⁾	D
Common Stock	02/04/2026		F		9,256⁽³⁾	D	$48.57	72,309	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 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 Isabelle McKenzie	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.

Source: View Original Filing on SEC EDGAR