Wingfield Tania 4

What Happened
Tania Wingfield, EVP & CHRO of BorgWarner (BWA), was issued 24,203 performance and dividend shares pursuant to a 2023–2025 performance share award (code A). To cover taxes on the vesting, 10,394 shares were withheld/disposed (code F) at $48.57 per share, equal to approximately $504,837. The award shares show an acquisition at $0.00 because they were granted as compensation.

Key Details

• Transaction dates: Award and tax-withholding occurred on 2026-02-04; Form 4 filed 2026-02-06 (timely).
• Award: 24,203 shares granted (reported as $0.00 acquisition price).
• Tax withholding: 10,394 shares disposed/withheld at $48.57 each, proceeds ~ $504,837.
• Footnotes: F1 = these are performance shares and dividend shares for the 2023–2025 performance period; F3 = shares withheld to cover taxes on vesting; F2 = beneficial ownership count was adjusted after a reconciliation of issuer records.
• Post-transaction beneficial ownership: adjusted per filing (footnote F2); the filing does not state a specific total share count after the transaction.

Context
This was primarily a compensation vesting event (performance shares earned). The "disposal" here reflects shares withheld to cover taxes, not an open-market sale for investment purposes. Such withholding is routine when restricted or performance shares vest and does not necessarily signal management buying or selling intent.