Farrell Paul Arthur 4

What Happened

• Paul Arthur Farrell, EVP & Chief Strategy Officer of BorgWarner (BWA), received 16,627 performance shares (awarded at $0.00) on Feb 4, 2026 as the payout for a 2023–2025 performance share award. To cover tax withholding on the vesting, 7,395 shares were surrendered/disposed at $48.57 per share, yielding $359,175.

Key Details

• Transaction dates: Feb 4, 2026 (award and tax withholding/sale).
• Award: 16,627 shares granted (code A) at $0.00 (performance-based award).
• Withholding/sale: 7,395 shares disposed (code F) at $48.57, total proceeds $359,175.
• Shares owned after transaction: filing notes an adjustment to beneficial ownership (footnote F2); the filing does not specify the final total in the summary provided here.
• Footnotes: F1 = performance shares and dividend shares earned for the 2023–2025 performance period; F3 = shares withheld to cover taxes on vesting; F2 = adjustment to beneficial ownership reconciliation.
• Timeliness: Filing dated Feb 6, 2026, reporting a Feb 4, 2026 transaction — no indication in the form that this filing was late.

Context

• This was an earned performance share award (not a market purchase) and routine withholding of shares to satisfy tax obligations. The disposition was to cover taxes on the vested award rather than an open-market sale for investment purposes.