BORGWARNER INC
For the period ended Dec 31, 2025. Filed Feb 11, 2026.
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FY2025 · Filed Feb 11, 2026
BWA$51.44+5.4%Stored close · as of Nov 9, 2026
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Item 16. Form 10-K Summary
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 1.1 | Separation and Distribution Agreement, dated July 2, 2023, by and between the Company and PHINIA (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023). |
| 3.1 | Composite Restated Certificate of Incorporation of the Company, as amended through July 22, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed August 3, 2022). |
| 3.2 | Amended and Restated By-Laws of the Company, as amended through April 25, 2018 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed July 26, 2018). |
| 4.1 | Indenture, dated as of February 15, 1999, between Borg-Warner Automotive, Inc. and The Bank of New York Mellon Trust Company, N.A. (successor in interest to The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit No. 4.5 to the Company's Registration Statement No. 333-172198 filed on February 11, 2011). |
| 4.2 | Indenture, dated as of September 23, 1999, between Borg-Warner Automotive, Inc. and The Bank of New York Mellon Trust Company, N.A. (successor in interest to Chase Manhattan Trust Company, National Association), as trustee (incorporated by reference to Exhibit No. 4.6 to the Company's Registration Statement 333-172198 filed on February 11, 2011). |
| 4.3 | Fourth Supplemental Indenture dated as of March 16, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as the indenture trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 16, 2015). |
| 4.4 | Sixth Supplemental Indenture, dated as of June 19, 2020, between the Company and Deutsche Bank Trust Company Americas, as the indenture trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed June 19, 2020). |
| 4.5 | Eighth Supplemental Indenture, dated as of May 19. 2021, between the Company and Deutsche Bank Trust Company Americas, as the indenture trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed May 19, 2021) |
| 4.6 | Ninth Supplemental Indenture dated as of August 16, 2024 between BorgWarner Inc. and Deutsche Bank Trust Company Americas, as the indenture trustee (incorporated by reference to Exhibit No. 4.2 to the Company’s Current Report on Form 8-K filed on August 16, 2024). |
| 4.7 | Description of Securities (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 13, 2020). |
| 10.1 | Tax Matters Agreement, dated July 2, 2023, by and between the Company and PHINIA (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 7, 2023). |
| 10.2 | Intellectual Property Cross-License Agreement, dated July 2, 2023, by and between the Company and PHINIA (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 7, 2023). |
| 10.3 | Fifth Amended and Restated Credit Agreement dated as of September 22, 2023, among BorgWarner Inc., Bank of America, N.A., as Administrative Agent for the Lenders and as Swingline Lender and an Issuing Bank, and the Lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 22, 2023). |
| †10.4 | BorgWarner Inc. 2023 Stock Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q for the quarter ended September 30, 2023 filed on November 2, 2023). |
| †10.5 | Form of 2025 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement - U.S. Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2025 filed on May 7, 2025). |
| Exhibit Number | Description | |
|---|---|---|
| †10.6 | Form of 2025 BorgWarner Inc. 2023 Stock Incentive Plan Stock Units Award Agreement for Non - U.S. Employees (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2025 filed on May 7, 2025). | |
| †10.7 | Form of 2025 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2025 filed on May 7, 2025). | |
| †10.8 | Form of 2025 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2025 filed on July 31, 2025). | |
| †10.9 | Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2024 filed on May 2, 2024). | |
| †10.10 | Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2024 filed on May 2, 2024). | |
| †10.11 | Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2024 filed on May 2, 2024). | |
| †10.12 | Form of BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023). | |
| †10.13 | Form of BorgWarner Inc. 2023 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023). | |
| †10.14 | Form of 2023 BorgWarner Inc. 2023 Stock Incentive Plan Performance Stock Units Award Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023). | |
| †10.15 | Form of 2024 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2024 filed on Jul 31, 2024). | |
| †10.16 | Form of 2023 BorgWarner Inc. 2023 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023). | |
| †10.17 | Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on May 4, 2022). | |
| †10.18 | Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Stock Units Award Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on May 4, 2022). | |
| †10.19 | Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2022 on May 4, 2022). | |
| †10.20 | Form of 2022 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 9, 2023). |
| Exhibit Number | Description | |
|---|---|---|
| †10.21 | Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022). | |
| †10.22 | Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Units Agreement for Non-U.S. Employees (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022). | |
| †10.23 | Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Performance Share Award Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022). | |
| †10.24 | Form of 2021 BorgWarner Inc. 2018 Stock Incentive Plan Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 15, 2022). | |
| †10.25 | BorgWarner Inc. 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed March 16, 2018). | |
| †10.26 | Amended and Restated BorgWarner Inc. Management Incentive Bonus Plan, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). | |
| †10.27 | BorgWarner Inc. Retirement Savings Excess Benefit Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). | |
| †10.28 | BorgWarner Inc. Board of Directors Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). | |
| †10.29 | First Amendment, dated as of January 1, 2011, to BorgWarner Inc. Board of Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). | |
| †10.30 | Second Amendment, dated as of August 1, 2016, to BorgWarner Inc. Board of Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 filed February 9, 2017). | |
| †10.31 | BorgWarner Inc. Management Incentive Plan (incorporated by reference to Exhibit 10.28 to the Company's Annual report on Form 10-K for the year ended December 31, 2024, filed on February 6, 2025). | |
| †10.32 | BorgWarner Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2024 filed on Jul 31, 2024). | |
| †10.33 | Form of Change of Control Employment Agreement entered into by the Company and each of Craig Aaron, Tonit Calaway, Stefan Demmerle, Joe Fadool, Paul Farrell, Frederic Lissalde, Isabelle McKenzie, Henk Vanthournout, Volker Weng, and Tania Wingfield (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-K for the quarter ended June 30, 2022 filed on August 3, 2022). | |
| †10.34 | BorgWarner Inc. 2004 Deferred Compensation Plan, as amended and restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 19, 2019). | |
| †10.35 | Employment Agreement, dated as of September 9, 2022, between BorgWarner Inc. and Frederic B. Lissalde (incorporated by reference to Exhibit 10.2 on the Company’s Quarterly Report on Form 10-Q filed for the quarter ended September 30, 2022 on October 27, 2022). | |
| †10.36 | Restricted Stock Award Agreement – Retention Award, dated July 1, 2024 between BorgWarner Inc. and Tonit M. Calaway. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2024 filed on Jul 31, 2024). | |
| †10.37 | Amendment to Employment Agreement, effective February 4, 2025, between BorgWarner Inc. and Frederic B. Lissalde (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 6, 2025). |
| Exhibit Number · Description | ||
|---|---|---|
| 19.1 | BorgWarner Inc. Insider Trading and Confidentiality Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual report on Form 10-K for the year ended December 31, 2024 filed on February 6, 2025). | |
| 21.1 | Subsidiaries of the Company.* | |
| 23.1 | Independent Registered Public Accounting Firm's Consent.* | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification by Principal Executive Officer.* | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification by Principal Financial Officer.* | |
| 32.1 | Section 1350 Certifications.* | |
| †97.1 · BorgWarner Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed February 8, 2024). | ||
| 101.INS · Inline XBRL Instance Document.* | ||
| 101.SCH · Inline XBRL Taxonomy Extension Schema Document.* | ||
| 101.CAL · Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | ||
| 101.DEF · Inline XBRL Taxonomy Extension Definition Linkbase Document.* | ||
| 101.LAB · Inline XBRL Taxonomy Extension Label Linkbase Document.* | ||
| 101.PRE · Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | ||
| 104.1 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* | |
| *Filed herewith. | ||
| † Indicates a management contract or compensatory plan or arrangement. | ||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BORGWARNER INC.
| By: | /s/ Joseph F. Fadool |
|---|---|
| Joseph F. Fadool | |
| President and Chief Executive Officer |
Date: February 11, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities indicated on the 11th day of February, 2026.
| Signature | Title |
|---|---|
| /s/ Joseph F. Fadool | President and Chief Executive Officer |
| Joseph F. Fadool | (Principal Executive Officer) and Director |
| /s/ Craig D. Aaron | Executive Vice President and Chief Financial Officer |
| Craig D. Aaron | (Principal Financial Officer) |
| /s/ Amy B. Kulikowski | Vice President and Chief Accounting Officer |
| Amy B. Kulikowski | (Principal Accounting Officer) |
| /s/ Sara A. Greenstein | |
| Sara A. Greenstein | Director |
| /s/ Michael S. Hanley | |
| Michael S. Hanley | Director |
| /s/ Shaun E. McAlmont | |
| Shaun E. McAlmont | Director |
| /s/ Deborah D. McWhinney | |
| Deborah D. McWhinney | Director |
| /s/ Alexis P. Michas | |
| Alexis P. Michas | Director and Non-Executive Chairman |
| /s/ Sailaja K. Shankar | |
| Sailaja K. Shankar | Director |
| /s/ Hau N. Thai-Tang | |
| Hau N. Thai-Tang | Director |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.