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BorgWarner (BWA) EVP Calaway logs stock award and tax withholding in Form 4

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BorgWarner Inc. executive Tonit M. Calaway reported routine equity compensation-related transactions in company stock. On July 1, 2026, she received a grant of 3,593 shares of Common Stock, recorded as a compensation award at no cash cost.

On the same date, 68,854 shares of Common Stock were disposed of to cover tax obligations tied to vesting restricted stock awards and dividend reinvestments, according to the footnotes. This tax-withholding disposition was not an open-market sale.

Following these transactions, Calaway directly held 139,652 shares of BorgWarner common stock, indicating she retains a substantial equity position after the routine compensation and tax-settlement activity.

Positive

  • None.

Negative

  • None.
Insider CALAWAY TONIT M
Role EVP, CAO, Gen Counsel & Sec
Type Security Shares Price Value
Grant/Award Common Stock 3,593 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 68,854 $66.40 $4.57M
Holdings After Transaction: Common Stock — 139,652 shares (Direct)
Footnotes (2)
  1. F1. 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.
  2. F2. Represents shares withheld to cover taxes due upon (1) the vesting of restricted stock awards and (2) payment of dividend shares settled upon the vesting of restricted stock awards.
Tax-withholding shares 68,854 shares Shares withheld to cover taxes on vested restricted stock and dividend shares
Awarded shares 3,593 shares Grant/award acquisition of BorgWarner common stock
Holding after transactions 208,506 shares Directly owned BorgWarner common stock following reported Form 4 activity
Tax-withholding reference price $66.40 per share Price used for the 68,854-share tax-withholding disposition
restricted stock awards financial
"Represents shares acquired pursuant to dividend reinvestments ... settled upon the vesting of restricted stock awards."
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
dividend reinvestments financial
"Represents shares acquired pursuant to dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11..."
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
"dividend reinvestments exempt from Section 16 pursuant to Rule 16a-11 and settled upon the vesting..."

FAQ

What insider transactions did BorgWarner (BWA) executive Tonit M. Calaway report?
Tonit M. Calaway reported a grant of 3,593 BorgWarner common shares and a tax-withholding disposition of 68,854 shares related to vested restricted stock and dividend reinvestments, all as part of routine equity compensation activity.

Were Tonit M. Calaway’s BorgWarner (BWA) transactions open-market buys or sells?
The filing shows no open-market buys or sells. It reports a grant of shares and a tax-withholding disposition, where shares were withheld to cover taxes on vesting restricted stock and dividend reinvestments, not traded in the market.

How many BorgWarner (BWA) shares does Tonit M. Calaway hold after these transactions?
After the reported activity, Tonit M. Calaway directly holds 208,506 shares of BorgWarner common stock. This figure reflects her position following both the 3,593-share grant and the 68,854-share tax-withholding disposition disclosed in the Form 4.

What does the 68,854-share disposition in BorgWarner (BWA) stock represent?
The 68,854-share disposition represents shares withheld to cover taxes due upon vesting of restricted stock awards and payment of dividend shares settled at vesting. It is a tax-settlement mechanism rather than an open-market sale of shares.

Why did Tonit M. Calaway receive 3,593 BorgWarner (BWA) shares at no cost?
The 3,593 shares were recorded as a grant or award acquisition with a zero transaction price. This reflects equity compensation awarded to Tonit M. Calaway in her role as an executive, rather than a purchase in the open market.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
CALAWAY TONIT M
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CAO, Gen Counsel & Sec
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026A3,593(1)A$0.0000208,506D
Common Stock07/01/2026F68,854(2)D$66.4139,652D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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.
2. Represents shares withheld to cover taxes due upon (1) the vesting of restricted stock awards and (2) payment of dividend shares settled upon the vesting of restricted stock awards.
Miyuki P. Oshima as attorney-in-fact for Tonit M. Calaway07/02/2026
** Signature of Reporting PersonDate
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