Welcome to our dedicated page for BORGWARNER SEC filings (Ticker: BWA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BorgWarner Inc. filings document the regulatory record of an automotive technology supplier with common stock listed on the New York Stock Exchange under BWA and 1.00% Senior Notes due 2031 listed under BWA31. Recent Form 8-K reports cover operating results, financial guidance, dividend declarations, shareholder returns, material events and Regulation FD disclosures tied to company press releases.
Proxy and governance filings describe board matters, executive compensation, shareholder voting matters and equity incentive plan authorizations. The filing record also includes disclosures on capital structure, registered securities, spin-off related matters, legal settlements and accounting items affecting BorgWarner's reported financial position.
BORGWARNER INC reported the initial insider ownership status for director Rajesh Kalathur on a Form 3. The report identifies him as a director and states that he does not beneficially own any of the company’s securities, with no insider transactions or holdings disclosed.
BorgWarner Inc. reported relatively stable revenue with stronger profitability for the quarter ended June 30, 2026. Net sales were $3,648 million versus $3,638 million a year earlier, while gross profit rose to $721 million from $640 million and operating income increased to $370 million from $289 million. Net earnings attributable to BorgWarner improved to $277 million (diluted EPS $1.34) from $224 million (EPS $1.03). For the first six months, net sales were $7,181 million versus $7,153 million, with net earnings attributable to BorgWarner rising to $519 million (EPS $2.50) from $381 million (EPS $1.75).
Operating cash flow in the first half increased to $738 million from $661 million, funding $239 million of capital expenditures, $250 million of treasury stock repurchases, and $69 million of dividends to stockholders. Cash and cash equivalents reached $2,448 million at June 30, 2026, against long-term debt of $3,863 million, with a $2 billion revolving credit facility and commercial paper program remaining undrawn. The company recorded $39 million of restructuring expense in the first half across segments and continues execution of its 2024 Structural Cost Plan and other cost actions. It highlights prior goodwill and intangible impairments in the Battery Energy Systems segment related to exiting the charging business, notes a higher product warranty liability of $269 million partly offset by a $27 million warranty recovery, and discloses an expected non-cash settlement loss of $70 million to $80 million in 2026 tied to termination of a U.S. pension plan, alongside a potential $65 million decrease in unrecognized tax benefits over the next 12 months.
BorgWarner Inc. reported solid second quarter 2026 results with U.S. GAAP net sales of $3,648 million, up about 0.3% year-over-year, while organic net sales declined 1.2%. Net earnings attributable to BorgWarner rose to $277 million, or $1.34 per diluted share, and adjusted earnings were $1.42 per diluted share, up 17.4% from 2025. GAAP operating margin improved to 10.1% and adjusted operating margin to 11.3%, supported by cost controls despite softer light-vehicle production and lower Battery Energy Systems sales.
Free cash flow was $492 million, and the company returned capital through approximately $100 million of share repurchases and $34 million in dividends during the quarter. The board added $1 billion to the share repurchase program, bringing total authorization to about $1.35 billion through 2029. For full year 2026, BorgWarner maintained its net sales outlook of $14.0–$14.3 billion but raised adjusted EPS guidance to $5.05–$5.30 per diluted share and expects adjusted operating margin of 10.7%–10.9% and free cash flow of $900–$1,100 million, while planning higher R&D investment and highlighting multiple new awards across its electrification and propulsion portfolio.
BorgWarner Inc. expanded its Board of Directors from eight to nine members and appointed Rajesh Kalathur as an independent director. He brings experience as former President of John Deere Financial and Chief Information Officer of Deere & Company, where he led a financial services segment with more than $70 billion in assets.
The Board also declared a quarterly cash dividend of $0.17 per share on BorgWarner’s common stock, payable on September 15, 2026, to stockholders of record on September 1, 2026. Kalathur will receive compensation consistent with BorgWarner’s non-employee director compensation policy.
BorgWarner Inc. executive Tonit M. Calaway reported routine equity compensation-related transactions. On July 1, 2026, she had 69,014 shares of common stock withheld in a tax-withholding disposition tied to the vesting of restricted stock awards and associated dividend shares, at a reference price of $66.40 per share, leaving 139,831 shares directly held after that step. She also received a grant/award of 3,932 shares of common stock for no cash consideration, increasing her direct holdings to 208,845 shares. Footnotes state the acquired shares relate to dividend reinvestments and vesting of restricted stock awards, and the withheld shares were used to cover related tax obligations.
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.
BorgWarner Inc. director Sailaja Shankar reported an open-market sale of 5,000 shares of common stock. The sale was executed on June 5, 2026 at a weighted average price of $73.0778 per share, with individual trade prices ranging from $73.0302 to $73.1500. Following this transaction, Shankar directly holds 12,897 BorgWarner shares.
BorgWarner Inc. submitted a Rule 144 notice reporting proposed resales of common stock tied to equity compensation. The notice lists 3,800 shares from a restricted stock lapse dated 04/24/2024 and 1,200 shares from a restricted stock lapse dated 04/24/2025. The broker listed is Charles Schwab & Co., Inc.
BorgWarner Inc. Vice President Volker Weng reported an open-market sale of 5,000 shares of Common Stock at $72.3501 per share on May 28, 2026.
After this transaction, Weng directly holds 80,002 BorgWarner shares, indicating he retains a substantial ongoing equity stake in the company.
BorgWarner Inc. has appointed Stefan Demmerle as Vice President of BorgWarner Inc., President and General Manager of Battery Energy Systems, and Chief Technology Officer of BorgWarner Inc., effective July 1, 2026. He has led BorgWarner PowerDrive Systems as Vice President and President and General Manager since 2015.
The company states that aside from his new titles and responsibilities, there will be no changes to the existing terms of his employment, including his compensation arrangements. This is an internal leadership shift aimed at its battery energy systems and technology functions rather than a change in executive pay structure.