CALAWAY TONIT M 4

What Happened

• Tonit M. Calaway, EVP, Chief Accounting Officer, General Counsel & Secretary of BorgWarner (BWA), received a restricted stock award of 3,593 shares on 2026-07-01 (reported as an acquisition at $0.00).
• On the same date, 68,854 shares were withheld/disposed to cover taxes at $66.40 per share, generating proceeds/value of $4,571,906. The withholding is reported under transaction code F (tax withholding), not an open-market sale.

Key Details

• Transaction date: 2026-07-01; Filing date: 2026-07-02 (timely).
• Award: 3,593 shares (grant/acquisition, recorded at $0.00).
• Withheld/disposed: 68,854 shares at $66.40 each = $4,571,906 (tax withholding).
• Footnotes: F1 notes dividend reinvestment shares were settled upon vesting of restricted awards; F2 confirms shares were withheld to cover taxes due on vesting and dividend-settled shares.
• Shares owned after the transaction: not specified in the filing.

Context

• The 68,854-share disposition was a routine tax-withholding/cashless settlement upon vesting of restricted stock, not a market sale reflecting a directional bet.
• Restricted stock awards and withholding are common for compensatory grants; purchases would generally be more indicative of bullish insider sentiment.