BorgWarner (BWA) EVP Wingfield records stock award and tax share withholding

Rhea-AI Filing Summary

BorgWarner EVP & CHRO Tania Wingfield reported routine equity-related transactions in company common stock. She acquired 414 shares at $0.0000 per share as dividend reinvestments tied to vested restricted stock awards, and had 5,478 shares withheld at $57.57 per share to cover tax obligations. Following these transactions, she directly owned 40,365 common shares.

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)
02/28/2026

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	02/28/2026		A		414(1)	A	$0.0000	45,843	D
Common Stock	02/28/2026		F		5,478(2)	D	$57.57	40,365	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 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 Tania Wingfield	03/03/2026
	** 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.

FAQ

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

BorgWarner reported that EVP & CHRO Tania Wingfield acquired 414 common shares through dividend reinvestments and had 5,478 shares withheld to satisfy taxes on vested restricted stock awards. These are routine compensation-related equity adjustments, not open-market purchases or sales.

How many BorgWarner (BWA) shares did Tania Wingfield acquire in this Form 4?

Tania Wingfield acquired 414 shares of BorgWarner common stock at $0.0000 per share. Footnotes explain these shares resulted from dividend reinvestments that settled upon vesting of restricted stock awards, making this a non-cash, compensation-linked acquisition rather than a market purchase.

Why were 5,478 BorgWarner (BWA) shares disposed of in Tania Wingfield’s Form 4?

The Form 4 shows 5,478 shares disposed of at $57.57 per share. Footnotes clarify these shares were withheld to cover taxes due on vested restricted stock awards and related dividend shares, indicating a tax-withholding disposition rather than an open-market sale transaction.

What is Tania Wingfield’s BorgWarner (BWA) share ownership after these transactions?

After the reported acquisition and tax-withholding disposition, Tania Wingfield directly owned 40,365 shares of BorgWarner common stock. The filing indicates this figure as her total shares following the transaction, reflecting routine adjustments tied to restricted stock vesting and associated dividend reinvestments.

Were Tania Wingfield’s BorgWarner (BWA) transactions open-market trades?

No, the transactions were not open-market trades. The 414-share acquisition came from dividend reinvestments on vested restricted stock, and the 5,478-share disposition was due to shares withheld for taxes. Both actions are described as compensation- and tax-related adjustments in the filing.

What do the Form 4 footnotes for BorgWarner (BWA) explain about these transactions?

The footnotes state the 414 acquired shares were from dividend reinvestments linked to restricted stock vesting, and the 5,478 disposed shares were withheld to cover tax liabilities on those vestings and related dividend shares, clarifying their compensation and tax-withholding nature.