BlackRock Portfolio Management LLC filed Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership of 8,603,715 shares of BorgWarner Inc. (BWA), representing 4.2% of the class as shown on the cover page dated 03/31/2026. The filing lists 6,414,296 shares as sole voting power and 8,603,715 shares as sole dispositive power. The schedule states these holdings reflect securities held by reporting business units of BlackRock, Inc., per SEC Release No. 34-39538.
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Insights
BlackRock's filing discloses a 8,603,715-share stake (4.2%).
BlackRock Portfolio Management LLC reports beneficial ownership of 8,603,715 shares of BorgWarner, with 6,414,296 shares carrying sole voting power. The filing follows the Schedule 13G/A format for passive/investment management holdings.
Ownership is recorded as held by reporting business units under SEC Release No. 34-39538; timing and disposition plans are not disclosed in the excerpt. Subsequent filings would show any change in percentage or voting arrangements.
The stake size (4.2%) is below typical 5% activist thresholds.
The schedule explicitly states the position represents 4.2% of the class, which is below filing categories that often trigger additional governance scrutiny. The filing also notes the interest is held by multiple BlackRock business units as permitted by the cited SEC release.
Material governance impacts are unlikely from this disclosure alone; any change in voting intent or increase above 5% would be disclosed in future amendments.
Key Figures
Beneficial ownership:8,603,715 sharesPercent of class:4.2%Sole voting power:6,414,296 shares+2 more
5 metrics
Beneficial ownership8,603,715 sharesas reported on Schedule 13G/A cover dated <date>03/31/2026</date>
Percent of class4.2%percentage shown on the filing cover
Sole voting power6,414,296 sharesshares with sole power to vote listed in Item 4
Sole dispositive power8,603,715 sharesshares with sole power to dispose listed in Item 4
Signature date04/30/2026signature date at the end of the amendment
"filed Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipfinancial
"securities beneficially owned, or deemed to be beneficially owned, by certain business units"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Sole dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 8,603,715"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
SEC Release No. 34-39538regulatory
"In accordance with SEC Release No. 34-39538 (January 12, 1998)"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
BORGWARNER INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
099724106
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
099724106
1
Names of Reporting Persons
BlackRock Portfolio Management LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6,414,296.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,603,715.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,603,715.00
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)
4.2 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BORGWARNER INC
(b)
Address of issuer's principal executive offices:
3850 HAMLIN RD., AUBURN HILLS, MICHIGAN, 48326
Item 2.
(a)
Name of person filing:
BlackRock Portfolio Management LLC
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)
Address or principal business office or, if none, residence:
BlackRock Portfolio Management LLC, 50 Hudson Yards New York, NY 10001
(c)
Citizenship:
See Item 4 of Cover Page
(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:
8,603,715
(b)
Percent of class:
4.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
6,414,296
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
8,603,715
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of BORGWARNER INC. No one person's interest in the common stock of BORGWARNER INC is more than five percent of the total outstanding common shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99
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.
What stake does BlackRock (BWA) report in BorgWarner?
BlackRock reports beneficial ownership of 8,603,715 shares, representing 4.2% of BorgWarner's common stock. The Schedule 13G/A cover shows the position as of 03/31/2026 with 6,414,296 shares listed as sole voting power.
Does the filing show BlackRock will vote or sell its BorgWarner shares?
The filing shows sole voting power for 6,414,296 shares and sole dispositive power for 8,603,715 shares. It does not state any specific voting intentions or planned sales in the provided excerpt.
Is BlackRock an activist owner of BorgWarner based on this filing?
No; the filing records a 4.2% beneficial stake, which is below common 5% thresholds for activist signals. The Schedule 13G/A format indicates passive/investment management holdings per the cover text.
Which BlackRock entity filed the Schedule 13G/A for BorgWarner?
The filer is BlackRock Portfolio Management LLC, located at 50 Hudson Yards, New York, NY. The filing states the holdings reflect reporting business units of BlackRock, Inc., under SEC Release No. 34-39538.
What dates are shown on the filing for BorgWarner ownership?
The cover shows an ownership reference date of 03/31/2026, and the signature is dated 04/30/2026. Those dates mark the reporting period and the amendment signature, respectively.
