CALAWAY TONIT M 4

What Happened

• Tonit M. Calaway, EVP, CAO, General Counsel & Secretary of BorgWarner (BWA), had 48,783 performance shares vest on Feb 4, 2026 (awarded at $0.00). To cover taxes on the vesting, 23,058 shares were withheld/sold at $48.57 per share for proceeds of $1,119,927. Net new shares delivered to the insider from this vesting were 25,725.

Key Details

• Transaction date: 2026-02-04.
• Award: 48,783 performance/dividend shares granted/vested (code A) at $0.00 (per F1).
• Tax withholding/sale: 23,058 shares disposed (code F) at $48.57, proceeds $1,119,927 (per F3).
• Net shares retained from vesting: 25,725 (48,783 granted minus 23,058 withheld).
• Footnotes: F1 = performance shares/dividend shares for the 2023–2025 performance period; F3 = shares withheld to cover taxes; F2 = filing reflects an adjustment to beneficial ownership after issuer record reconciliation.
• Filing: Form 4 filed 2026-02-06 for a 2026-02-04 transaction — appears timely (no late filing noted).

Context

• This was a vesting of performance-based restricted shares, not an open-market purchase or a discretionary sale. The withholding of shares to satisfy tax obligations is a routine administrative action (a "sell-to-cover" style disposition) and does not necessarily indicate a change in insider sentiment.