Fadool Joseph F. 4

What Happened
Joseph F. Fadool, BorgWarner’s President & CEO and a director, was granted 59,408 shares on 2026-02-04 as performance/dividend shares (no cash purchase price). On the same date, 25,984 shares were withheld/disposed to cover taxes at $48.57 per share, a withholding value of $1,262,043. The grant is reported as an award (code A) and the withholding as a tax-withholding disposal (code F).

Key Details

• Transaction date: 2026-02-04; Form filed 2026-02-06 (timely within Form 4 rules).
• Grant: 59,408 shares @ $0.00 (performance/dividend shares earned; code A).
• Withholding/disposition: 25,984 shares @ $48.57 = $1,262,043 (code F — shares withheld to cover taxes).
• Footnotes: F1 = performance shares and dividend shares earned for the 2023–2025 performance period; F3 = shares withheld to cover taxes on vesting/payment; F2 = adjustment to beneficial ownership after reconciliation of issuer records.
• Post-transaction beneficial ownership: the filing notes an adjustment (F2) to beneficial ownership; the exact post-transaction total is not provided in the summary data here.

Context
This was a vesting of performance-based shares for the 2023–2025 period, not an open-market bullish purchase. The disposal represents shares withheld to satisfy tax obligations (a routine "sell-to-cover" type action), not necessarily a personal decision to liquidate holdings for other reasons.