Form 4: BorgWarner EVP Calaway Reports Stock Award, Tax Withholding
Insider Transaction Report
BorgWarner's EVP, CAO, General Counsel & Secretary, Tonit M. Calaway, reported the acquisition of performance shares and subsequent tax-related dispositions.
Summary
- Tonit M. Calaway, EVP, CAO, General Counsel & Secretary of BorgWarner Inc. (BWA), reported changes in beneficial ownership of common stock.
- Calaway acquired 48,783 shares of common stock on February 4, 2026, representing performance shares and dividend shares earned for the 2023-2025 performance period.
- Concurrently, 23,058 shares were disposed of on February 4, 2026, at a price of $48.57 per share, to cover taxes due upon the vesting of these performance share awards and dividend shares.
- Following these transactions, Calaway's direct beneficial ownership of common stock adjusted to 256,251 shares.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a positive indicator for the executive, as it confirms the achievement of performance criteria and the vesting of significant equity awards. For the company, it's a neutral, routine compensation event.
Positives
- Tonit M. Calaway earned 48,783 performance shares and dividend shares, indicating the achievement of specified performance criteria for the 2023-2025 period.
Negatives
- 23,058 shares were disposed of to cover tax obligations, reducing the net increase in beneficial ownership.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that routine insider transactions, such as the vesting of performance shares and subsequent tax-related dispositions, are common occurrences in executive compensation structures across various industries. These events reflect the execution of pre-established compensation plans rather than discretionary trading based on new material information.
Stakeholder Impact
- Shareholders: Minimal direct impact as this is a routine executive compensation event. The disposition for taxes represents a minor dilution, but the overall event reflects the company's compensation strategy.
- Management: The reporting person, Tonit M. Calaway, benefits from the vesting of performance shares, aligning executive interests with company performance.
Key Dates
| Date | Description |
|---|---|
| 2023-2025 | Performance period for which performance shares and dividend shares were earned. |
| 02/04/2026 | Date of transaction for both acquisition of performance shares and disposition for tax withholding. |
| 02/06/2026 | Date the statement of changes in beneficial ownership was signed. |
Keywords
BorgWarner, BWA, Form 4, Insider Transaction, Executive Compensation, Performance Shares, Stock Award, Tax Withholding, Tonit M. Calaway
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