CALAWAY TONIT M 4/A

What Happened
Tonit M. Calaway, BorgWarner (BWA) EVP, CAO, General Counsel & Secretary, had restricted stock vest on July 1, 2026. He was awarded 3,932 shares (reported at $0.00) and 69,014 shares were withheld/disposed to cover taxes at $66.40 per share, generating $4,582,530 in tax payment.

Key Details

• Transaction date: 2026-07-01.
• Award: 3,932 restricted shares granted/settled (code A) at $0.00.
• Tax withholding/disposition: 69,014 shares withheld (code F) at $66.40 = $4,582,530.
• Footnotes: F1 — some shares came from dividend reinvestments settled on vesting; F2 — shares were withheld to cover taxes due on vesting and dividend-settled shares.
• Filing status: This is an amended Form 4 filed July 10, 2026, correcting previously reported share counts (original filed July 2, 2026).
• Shares owned after the transactions: not specified in the provided excerpt.

Context

• This was not an open-market sale or a purchase signal for new shares; the 69,014-share disposition reflects tax withholding/net settlement upon vesting of restricted stock awards (a common administrative action).
• The award and withholding stem from compensation (restricted stock) and dividend reinvestment mechanics, not a discretionary sale of stock for cash by the insider.