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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2026

BORGWARNER INC.

________________________________________________

(Exact name of registrant as specified in its charter)

Delaware		1-12162		13-3404508
State or other jurisdiction of		Commission File No.		(I.R.S. Employer
Incorporation or organization				Identification No.)

3850 Hamlin Road,	Auburn Hills,	Michigan		48326
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (248) 754-9200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of

the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		BWA		New York Stock Exchange
1.00% Senior Notes due 2031		BWA31		New York Stock Exchange

                                                                                                                                           

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the

Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging growth company o  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section

13(a) of the Exchange Act.  o  

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BorgWarner Inc.
Date: November 13, 2026	By:	/s/ Craig Aaron
		Name: Craig Aaron
		Title: Executive Vice President and Chief Financial Officer