BorgWarner (NYSE: BWA) EVP Wingfield gets performance shares, withholds stock for taxes

Rhea-AI Filing Summary

BorgWarner EVP & CHRO Tania Wingfield reported routine equity compensation activity. On 02/04/2026 she acquired 24,203 shares of BorgWarner common stock at $0.0000 per share, consisting of performance and dividend shares earned for the 2023–2025 performance period.

On the same date, 10,394 shares were withheld at $48.57 per share to cover taxes related to the vesting and associated dividend shares. After these transactions, she directly owned 63,296 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^*

Wingfield Tania

(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 & CHRO

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		24,203(1)	A	$0.0000	73,690(2)	D
Common Stock	02/04/2026		F		10,394(3)	D	$48.57	63,296	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 Tania Wingfield	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).
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FAQ

What insider transactions did BorgWarner (BWA) report for Tania Wingfield?

BorgWarner reported that EVP & CHRO Tania Wingfield acquired 24,203 common shares as earned performance and dividend shares, and had 10,394 shares withheld to pay taxes. After these transactions, she directly held 63,296 BorgWarner common shares.

How many BorgWarner (BWA) shares does Tania Wingfield own after this Form 4?

Following the reported transactions, EVP & CHRO Tania Wingfield directly owns 63,296 BorgWarner common shares. This reflects both the 24,203 performance-related shares she received and the 10,394 shares withheld to cover tax obligations tied to those awards.

What is the nature of the 24,203 BorgWarner (BWA) shares awarded to Tania Wingfield?

The 24,203 BorgWarner common shares represent performance shares and related dividend shares earned under a performance share award for the 2023–2025 performance period, granted at a stated price of $0.0000 per share as part of her equity compensation.

Why were 10,394 BorgWarner (BWA) shares withheld from Tania Wingfield?

The 10,394 shares were withheld at $48.57 per share to cover taxes due on the vesting of performance share awards and associated dividend shares for the 2023–2025 performance period, a common practice for settling tax liabilities on equity compensation.

What role does Tania Wingfield hold at BorgWarner (BWA) in this Form 4?

In this Form 4, Tania Wingfield is identified as an officer of BorgWarner, serving as Executive Vice President and Chief Human Resources Officer (EVP & CHRO). The reported transactions relate to her compensation-related equity awards in that leadership role.

Were the BorgWarner (BWA) insider transactions direct or indirect holdings?

Both reported transactions involve BorgWarner common stock held directly by Tania Wingfield. The Form 4 lists her ownership form as direct, and after the award and tax withholding, she directly owns 63,296 common shares of the company.