BorgWarner director granted additional stock awards

BorgWarner Inc. director Shaun McAlmont reported stock-based compensation awards rather than open-market trades.

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Rhea-AI Filing Summary

BorgWarner Inc. director Shaun McAlmont reported stock-based compensation awards rather than open-market trades. On April 29, 2026, he acquired 83 shares of common stock at no cost and 3,228 additional shares, both coded as grants or awards.

One footnote states the 83 shares are a restricted stock award that will vest 100% on the first anniversary of the grant date. Another explains an adjustment to his beneficial ownership after reconciling exempt transactions, while a third notes shares acquired through dividend reinvestments tied to vested restricted stock awards.

Insider Trade Summary

Grant/Award: 3,311 shares

Grant/Award 2 txns

Insider McAlmont Shaun

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,228	$0.00	$0.00
Grant/Award	Common Stock	83	$0.00	$0.00

Holdings After Transaction: Common Stock — 25,070 shares (Direct)

Footnotes (3)

F1. Represents a restricted stock award granted on April 29, 2026, that will vest 100% on the first anniversary of the grant date.
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 acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting of restricted stock awards.

Key Figures

Restricted stock award: 83 shares Additional stock grant: 3,228 shares Direct holdings after first grant: 25,070 shares +1 more

4 metrics

Restricted stock award 83 shares Granted April 29, 2026; vests 100% after one year

Additional stock grant 3,228 shares Common stock grant/award acquisition on April 29, 2026

Direct holdings after first grant 25,070 shares Total shares following the 83-share restricted award

Direct holdings after adjustment 24,987 shares Total shares following the 3,228-share grant and reconciliation

Key Terms

restricted stock award, beneficially owned, dividend reinvestments, Section 16, +1 more

5 terms

restricted stock award financial

"Represents a restricted stock award granted on April 29, 2026"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

beneficially owned financial

"adjustment to the number of shares beneficially owned after a reconciliation"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dividend reinvestments financial

"Represents shares acquired pursuant to dividend reinvestments exempt from Section 16"

Section 16 regulatory

"dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Rule 16a-11 regulatory

"exempt from Section 16 pursuant to Rule 16a-11 and settled upon vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BorgWarner (BWA) director Shaun McAlmont report in this Form 4?

Shaun McAlmont reported stock-based acquisitions of BorgWarner common stock, not open-market trades. The filing shows two grant-type transactions and clarifying footnotes about restricted stock, ownership adjustments, and dividend reinvestment-related share acquisitions.

How many BorgWarner (BWA) shares did Shaun McAlmont acquire in the reported transactions?

The Form 4 shows McAlmont acquired 83 shares and 3,228 shares of BorgWarner common stock. Both transactions are coded as grants or awards, indicating compensation-related share additions rather than purchases in the open market.

What are the vesting terms of Shaun McAlmont’s restricted BorgWarner (BWA) stock award?

A footnote states that the 83-share restricted stock award granted on April 29, 2026 will vest 100% on the first anniversary of the grant date. This means the entire award becomes fully owned after one year, assuming vesting conditions are satisfied.

Why does the BorgWarner (BWA) Form 4 mention an adjustment to McAlmont’s beneficial ownership?

One footnote explains that an adjustment reflects a reconciliation of BorgWarner’s records regarding McAlmont’s exempt transactions. This reconciliation updated the recorded number of shares he beneficially owned, aligning reported holdings with the issuer’s internal records.

How did dividend reinvestments affect Shaun McAlmont’s BorgWarner (BWA) holdings?

A footnote says some shares were acquired through dividend reinvestments that are exempt from Section 16 under Rule 16a-11. These reinvestments were settled when restricted stock awards vested, adding shares automatically instead of paying cash dividends.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/01/2026 - 12:47 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^*

McAlmont Shaun

(Last)

(First)

(Middle)

3850 HAMLIN ROAD

(Street)

AUBURN HILLS

MICHIGAN

48326

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BORGWARNER INC [ BWA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/29/2026		A		3,228⁽¹⁾	A	$0.0000	24,987⁽²⁾	D
Common Stock	04/29/2026		A	V	83⁽³⁾	A	$0.0000	25,070	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 a restricted stock award granted on April 29, 2026, that will vest 100% on the first anniversary of the grant date.

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 acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting of restricted stock awards.

	Miyuki P. Oshima as attorney-in-fact for Shaun E. McAlmont	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR