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BCS

Current Report · Items 5.02, 7.01, 9.01 · 8-K

BorgWarner Inc.

BWANYSEEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 30, 2026, the Board of Directors (the “Board”) of BorgWarner Inc.…

Filed Jul 31, 2026Accepted Jul 31, 2026, 8:08 AM EDTCIK 908255Accession 0000908255-26-000045
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Company context

Current securities

Recent company filings

  1. 10-Q filingOct 29, 2026
  2. Results of Operations and Financial ConditionOct 29, 2026
  3. Regulation FD DisclosureSep 4, 2026
  4. 144 filingSep 1, 2026
  5. 144 filingAug 24, 2026

Registered securities in this filing

BORGWARNER INC. · 8-K · Filed 2026-07-31

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.01 per share

Symbol
BWA
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: c-2

Dimensions: us-gaap:StatementClassOfStockAxis

1.00% Senior Notes due 2031

Symbol
BWA31
Exchange
NYSE
Classification
DEBT
Filing context

Context: c-3

Dimensions: us-gaap:LongtermDebtTypeAxis

Accession 000090825526000045 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 30, 2026, the Board of Directors (the “Board”) of BorgWarner Inc. (the "Company") increased the size of the Board to from eight to nine members and appointed Rajesh Kalathur to the Board as an independent director to fill the vacancy created by that increase. There are no transactions and no proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K between Mr. Kalathur (or any member of his immediate family) and the Company (or any of its subsidiaries), and there are no arrangements or understandings between Mr. Kalathur and any other person or entity pursuant to which Mr. Kalathur was appointed as a director of the Company. The Board has not yet determined the committee(s) on which Mr. Kalathur will be appointed to serve. In connection with his appointment to the Board, Mr. Kalathur will be compensated in accordance with the Company’s non-employee director compensation policy as described under “Director Compensation” in the Company’s definitive proxy statement filed on March 19, 2026, which description is incorporated by reference. A copy of the Company’s news release, dated July 31, 2026, announcing Mr. Kalathur’s appointment to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosures On July 30, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.17 per share of the Company's common stock. The dividend is payable on September 15, 2026 to stockholders of record on September 1, 2026. On July 31, 2026, the Company issued the press release attached as Exhibit 99.2, which is incorporated herein by reference. The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.

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