BlackRock, Inc. has filed an amended Schedule 13G reporting beneficial ownership of 18,497,096 shares of BorgWarner Inc. common stock, representing 8.6% of the class as of 12/31/2025.
BlackRock reports sole power to vote 17,725,047 shares and sole power to dispose of 18,497,096 shares, with no shared voting or dispositive power. The filing explains that these holdings are aggregated across certain BlackRock business units, and various underlying persons have rights to dividends or sale proceeds, but no single person has more than five percent of BorgWarner’s outstanding common shares.
BlackRock certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of BorgWarner, consistent with a passive institutional ownership stance.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)
BORGWARNER INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
099724106
(CUSIP Number)
12/31/2025
(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
BlackRock, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
17,725,047.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
18,497,096.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
18,497,096.00
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)
8.6 %
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, Inc.
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, Inc., 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:
18,497,096
(b)
Percent of class:
8.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
17,725,047
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
18,497,096
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
How many BorgWarner (BWA) shares does BlackRock beneficially own?
BlackRock, Inc. reports beneficial ownership of 18,497,096 shares of BorgWarner Inc. common stock, as disclosed in the Schedule 13G/A.
What percentage of BorgWarner’s common stock does BlackRock hold?
BlackRock states that it beneficially owns 8.6% of BorgWarner’s outstanding common stock, based on the issuer’s share count at the time of the filing.
What voting and dispositive powers does BlackRock have over BorgWarner (BWA) shares?
BlackRock reports sole voting power over 17,725,047 shares, sole dispositive power over 18,497,096 shares, and no shared voting or dispositive power.
Is BlackRock’s BorgWarner stake intended to influence control of the company?
No. BlackRock certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of BorgWarner.
Do any individual clients of BlackRock own more than 5% of BorgWarner?
The filing notes that various persons have rights to dividends or sale proceeds for BorgWarner shares, but no one person has more than 5% of the total outstanding common shares.
Who signed the BorgWarner Schedule 13G/A for BlackRock?
The Schedule 13G/A was signed by Spencer Fleming, identified as a Managing Director of BlackRock, Inc., under a certification regarding the accuracy of the information.
