Aaron Craig 4

What Happened
Aaron Craig, EVP & Chief Financial Officer of BorgWarner, had a performance share award vest for the 2023–2025 performance period: 25,014 shares were issued to him (reported as an award/acquisition). To cover tax withholding on the vesting, 11,036 shares were withheld/treated as disposed at $48.57 per share, resulting in $536,019 in consideration. The award includes dividend shares earned on the performance award.

Key Details

• Transaction date: 2026-02-04; Form 4 filed: 2026-02-06 (timely filing).
• Award: 25,014 shares reported as an acquisition (A) at $0.00 per share (performance shares vested).
• Tax withholding/disposition: 11,036 shares disposed (F) at $48.57/share for $536,019.
• Footnotes: F1 = performance shares and dividend shares earned for 2023–2025; F3 = shares withheld to cover taxes on vesting; F2 = adjustment to beneficial ownership reported after reconciliation of issuer records.
• Post-transaction beneficial ownership: filing shows an adjusted beneficial-ownership figure per F2 (see the Form 4 for the exact updated total).

Context
This was a vesting of performance-based restricted shares, not an open-market purchase — the disposal was a routine withholding to satisfy tax obligations (common with equity compensation). Such withholdings are administrative and do not necessarily indicate the insider is selling for investment purposes.