BorgWarner (BWA) EVP Tonit Calaway earns 48,783 shares, with 23,058 withheld for taxes

Rhea-AI Filing Summary

BorgWarner Inc. executive Tonit M. Calaway, EVP, CAO, General Counsel and Secretary, reported equity award activity in company common stock. On February 4, 2026, Calaway acquired 48,783 shares at $0.00 per share as performance and dividend shares for the 2023-2025 performance period.

The filing also shows 23,058 shares were withheld at $48.57 per share to cover taxes tied to the vesting and related dividend shares. After these transactions and related record reconciliations, Calaway directly beneficially owned 256,251 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^*

CALAWAY TONIT M

(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, CAO, Gen Counsel & Sec

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		48,783(1)	A	$0.0000	279,309(2)	D
Common Stock	02/04/2026		F		23,058(3)	D	$48.57	256,251	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 Tonit M. Calaway	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BWA executive Tonit Calaway report on this Form 4?

Tonit M. Calaway reported receiving 48,783 BorgWarner common shares at no cost as performance and dividend shares for the 2023-2025 period, with 23,058 shares withheld to cover taxes related to the vesting and associated dividend shares.

How many BorgWarner (BWA) shares does Tonit Calaway own after the reported Form 4 transactions?

After the reported transactions, Tonit M. Calaway directly beneficially owned 256,251 shares of BorgWarner common stock. This figure reflects the performance-based shares earned, tax withholding in shares, and a reconciliation adjustment to the issuer’s records for prior exempt transactions.

Why were 23,058 BorgWarner (BWA) shares withheld in Tonit Calaway’s Form 4 filing?

The 23,058 BorgWarner shares were withheld to cover taxes due on the vesting of performance share awards and payment of dividend shares linked to those awards for the 2023-2025 performance period, at a price of $48.57 per share.

What do the 48,783 shares granted to BWA’s Tonit Calaway represent?

The 48,783 shares represent performance shares and related dividend shares earned under a performance share award. They were granted based on achieving specified performance criteria for BorgWarner’s 2023-2025 performance period, and were reported as acquired at a price of $0.00 per share.

What position does Tonit Calaway hold at BorgWarner (BWA) in this Form 4?

In this filing, Tonit M. Calaway is identified as an officer of BorgWarner, serving as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary. The reported equity transactions relate to compensation tied to that executive role at the company.