BorgWarner (NYSE: BWA) VP awarded 7,130 restricted shares in Form 4 filing

Rhea-AI Filing Summary

BorgWarner Inc. vice president Henk Vanthournout reported an equity grant of company stock. On 02/03/2026, he received 7,130 shares of BorgWarner common stock as a restricted stock award granted for no cash consideration. After this grant, he beneficially owned 44,893 common shares directly.

The restricted shares vest over time, with 50% scheduled to vest on February 28, 2028 and the remaining 100% of the award vesting by February 28, 2029. This filing documents the equity-based compensation arrangement rather than an open-market purchase or sale.

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^*

Vanthournout Henk

(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)
02/03/2026

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	02/03/2026		A		7,130(1)	A	$0.0000(2)	44,893	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 restricted stock award granted on 2/3/2026; shares will vest 50% on February 28, 2028 and 100% on February 28, 2029.

2. The restricted stock was granted for no consideration.

	Miyuki P. Oshima as attorney-in-fact for Henk Vanthournout	02/05/2026
	** 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 transaction did BorgWarner (BWA) report for Henk Vanthournout?

BorgWarner reported that vice president Henk Vanthournout received 7,130 shares of restricted common stock on February 3, 2026. The award was granted for no cash consideration and represents equity-based compensation rather than an open-market stock purchase or sale.

How many BorgWarner (BWA) shares does Henk Vanthournout own after this Form 4?

After the reported grant, Henk Vanthournout beneficially owns 44,893 shares of BorgWarner common stock directly. This total includes the newly awarded 7,130 restricted shares, which are subject to vesting conditions extending through February 28, 2029 under the award terms.

What are the vesting terms of Henk Vanthournout’s restricted BorgWarner (BWA) stock?

The 7,130 restricted BorgWarner shares vest in stages. According to the filing, 50% of the award will vest on February 28, 2028, and the entire award will be fully vested by February 28, 2029, assuming the vesting conditions are satisfied.

Did Henk Vanthournout pay for the BorgWarner (BWA) shares reported on this Form 4?

No, the filing states that the restricted stock was granted for no consideration, with a transaction price per share of $0.0000. This means the 7,130 shares were provided as part of his compensation package, not purchased on the open market.

What is the role of Henk Vanthournout at BorgWarner (BWA)?

Henk Vanthournout is identified in the filing as a company officer with the title of vice president. His status as an officer requires reporting transactions in BorgWarner common stock, such as this restricted stock award, on Form 4 under Section 16 rules.

Who signed the BorgWarner (BWA) Form 4 reporting this restricted stock grant?

The Form 4 was signed by Miyuki P. Oshima acting as attorney-in-fact for Henk Vanthournout. This indicates Oshima was authorized to sign and submit the insider ownership report on Vanthournout’s behalf for this restricted stock award transaction.