McKenzie Isabelle 4

What Happened
Isabelle McKenzie, a Vice President at BorgWarner, received 20,914 performance/dividend shares that vested (award code A, $0.00 per share) for the 2023–2025 performance period. Concurrently, 9,256 shares were withheld (code F) to cover tax obligations at an implied value of $48.57 per share, totaling about $449,564. The withholding is a tax-related disposition, not an open-market sale.

Key Details

• Transaction date: 2026-02-04; Form 4 filed 2026-02-06 (filed within the typical 2-business-day window).
• Award: 20,914 shares granted/vested at $0.00 (performance share award for 2023–2025) (Footnote F1).
• Tax withholding/disposition: 9,256 shares withheld at $48.57 per share, value ≈ $449,564 (Footnote F3).
• Shares owned after transaction: filing notes an adjustment to beneficial ownership after issuer record reconciliation (Footnote F2); the filing does not report a simple net total in the summary provided here.
• Transaction codes: A = Award/Grant, F = Tax withholding to satisfy tax obligations (not a market sale).

Context

• These were vested performance shares paid as compensation; withholding to cover taxes is routine and does not necessarily indicate intent to sell additional shares.
• Awards reflect achievement of specified performance criteria for the 2023–2025 period; purchases (which can signal direct insider confidence) are not involved in this filing.