Hanley Michael S 4

What Happened
Michael S. Hanley, a BorgWarner (BWA) director, was granted a restricted stock award on 2026-04-29 totaling 3,228 shares and an additional 83 shares via dividend reinvestment (reported as acquisitions at $0.00). The grants have no cash cost to the insider; total reported increase equals 3,311 shares. The primary restricted award vests 100% on the first anniversary of the grant.

Key Details

• Transaction date: April 29, 2026; Form 4 filed May 1, 2026 (within the normal two-business-day reporting window).
• Transaction type/code: Award/Grant (Code A); price per share reported $0.00.
• Shares reported acquired: 3,228 (restricted stock award) + 83 (dividend reinvestment) = 3,311 shares total reported.
• Vesting/settlement: Restricted award vests 100% on the first anniversary (Footnote F1). The 83 dividend-reinvested shares are exempt from Section 16 and will settle upon vesting of restricted awards (Footnote F3).
• Shares owned after transaction: Not specified in the filing; Footnote F2 notes an adjustment to beneficial ownership after issuer record reconciliation.
• No sale or purchase (not a market buy or sale) — this is a grant/compensation event, not a liquidity event.

Context
Restricted stock awards are compensation and typically signal retention incentives rather than immediate trading intent. Dividend-reinvested shares reported here are treated as exempt under Rule 16a-11 and will be settled when the restricted shares vest. This filing is informational and does not by itself indicate insider sentiment about the company’s stock price.