Victory Capital Owns 3.55% of BorgWarner (BWA) — 7.8M Shares

BorgWarner's Schedule 13G/A shows Victory Capital Management, Inc. beneficially owns 7,798,478 shares of common stock, equal to 3.55% of the class.

Rhea-AI Filing Summary

BorgWarner's Schedule 13G/A shows Victory Capital Management, Inc. beneficially owns 7,798,478 shares of common stock, equal to 3.55% of the class. Victory Capital reports sole voting power over 7,588,779 shares and sole dispositive power over 7,798,478 shares, and classifies itself as an investment adviser (IA). The filing includes a certification that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Insights

Financial Analyst

TL;DR: Institutional stake of 3.55% is material for disclosure but appears passive and unlikely to change company control.

Victory Capital's holding of 7.8 million shares represents a disclosed, non-controlling position under 5% thresholds commonly used by investors to flag activism. The adviser reports sole voting and dispositive power over most of the stake but expressly certifies the position is held in the ordinary course and not to influence control. For market impact, this filing signals an identifiable institutional owner without an asserted governance agenda.

Corporate Governance Expert

TL;DR: Filing is a passive Schedule 13G amendment; no indications of coordination, group action, or takeover intent.

The Schedule 13G/A format and the certification language indicate passive investment status. Item disclosures list no shared voting or dispositive power and mark group/parent fields as not applicable, suggesting Victory Capital is acting alone as an investment adviser. From a governance perspective, the filing does not signal proxy contests, control attempts, or immediate board engagement based on the statements provided.

FAQ

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

How many BorgWarner (BWA) shares does Victory Capital own?

Victory Capital beneficially owns 7,798,478 shares of BorgWarner common stock, as reported in the Schedule 13G/A.

What percentage of BWA does Victory Capital hold?

3.55% of the outstanding common stock, per the filing.

Does Victory Capital have voting control over these shares?

Sole voting power is reported for 7,588,779 shares and shared voting power is 0.

Is this position held as an active takeover effort?

No. The filing certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

How is Victory Capital classified in the filing?

Type of Reporting Person: IA (investment adviser), as stated in the document.

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

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Accepted by SEC EDGAR 08/08/2025 - 12:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BorgWarner Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

099724106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 099724106

1

Names of Reporting Persons

Victory Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 7,588,779.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 7,798,478.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,798,478.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.55 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BorgWarner Inc
(b)	Address of issuer's principal executive offices: 3850 Hamlin Road Auburn Hills, Mi 48326
Item 2.
(a)	Name of person filing: Victory Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: 15935 La Cantera Pkwy San Antonio, TX 78256
(c)	Citizenship: New York
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 099724106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 7,798,478
(b)	Percent of class: 3.55 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 7,588,779
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 7,798,478
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Victory Capital Management, Inc.

Signature:	Barry Garrett
Name/Title:	Chief Compliance Officer
Date:	08/08/2025