BorgWarner Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 10, 2026, BorgWarner Inc. (the "Company") entered into a transition agreement with Tonit Calaway, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of the Company (the "Transition Agreement"), providing for Ms. Calaway's retirement as an officer and employee of the Company effective as of March 1, 2027 (the "Retirement Date"). Under the Transition Agreement, Ms. Calaway will continue to serve in her current roles and receive her current annual base salary of $755,000 through the Retirement Date. Following the Retirement Date, she will serve as a consultant to the Company through March 1, 2028 (the "Consulting Period") to assist with the transition of her responsibilities, for which she will receive a monthly consulting fee of $62,917. Ms. Calaway will remain eligible to receive an annual bonus for 2026 based on actual performance but will not be eligible for a 2027 annual bonus or a 2027 long-term incentive award. Her retirement will constitute a "Retirement" under the Company's 2023 Stock Incentive Plan, as amended and restated, and her outstanding equity awards will be treated as follows: (i) her restricted stock will continue to vest on its original vesting dates through the end of the Consulting Period, and any portion of her restricted stock that remains unvested at the end of the Consulting Period will vest on a prorated basis in March 2028, in each case subject to her continued provision of consulting services; and (ii) her performance stock units will remain eligible to be earned based on actual performance, with her awards for the performance periods ending December 31, 2027 and December 31, 2028 prorated based on her employment through the Retirement Date. The payments and benefits under the Transition Agreement are subject to Ms. Calaway's execution and non-revocation of a general release of claims in favor of the Company following the Retirement Date and a reaffirmation of that release following the end of the Consulting Period, and her continued compliance with her restrictive covenant obligations to the Company.