BORGWARNER INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

CHECK THE APPROPRIATE BOX:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

BorgWarner Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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*As of December 31, 2025

In 2025, BorgWarner Inc. (“BorgWarner” or the “Company”) generated approximately $14.3 billion in sales and returned approximately $627 million to stockholders through quarterly cash dividends and share repurchases. Reflecting our commitment to stockholder value, the Company also increased its quarterly dividend by 55% from $0.11 to $0.17 per share of common stock. These results underscore BorgWarner’s ability to execute with discipline and resilience in a rapidly evolving automotive landscape. Despite ongoing challenges facing the industry, including volatility in electric vehicle adoption, tariff headwinds, and macroeconomic uncertainty, the Company maintained strong margin performance through light vehicle eProduct growth and disciplined cost management. Additionally, our broad product portfolio of combustion, hybrid, and electric technologies has allowed our business to effectively adjust and adapt to customers’ needs and market shifts. With a diversified portfolio, commitment to controlling costs, and decentralized operating model that allows for speed and agility, BorgWarner believes it is well positioned to continue to deliver stockholder value for years to come.

Key business highlights achieved during 2025 include:

*In this proxy statement, “BorgWarner Adjusted Operating Margin” or “BW AOM” herein represents the Company’s Adjusted Operating Margin used for purposes of determining performance under the Company’s Management Incentive Plan (the “MIP”), which modifies Adjusted Operating Margin, as defined and reported by the Company in its earnings press release for the year ended December 31, 2025, to exclude the impact of customer tariff recoveries consistent with the terms of the MIP.

Reconciliations from the Company’s financial statements to BW AOM and BW FCF can be found in Appendix A.

Our product portfolio is a result of our long-term investment strategy. This strategy has led to a broad and resilient product portfolio of combustion, hybrid, and electric technologies that we believe meets the demands and needs of our customers and market, which vary by region. Below is an example of our diverse and innovative portfolio.

*Foundational Products include products used on internal combustion engines, plus those products and components that are also included in hybrid powertrains. eProducts are products utilized on electric vehicles (“EVs”), plus those products that are included in hybrid powertrains whose underlying technologies are adaptable or applicable to those used in or for EVs.

Dear Fellow Stockholder:

On behalf of the Board of Directors (the “Board”) and the management of BorgWarner, we invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) at our world headquarters located at 3850 Hamlin Road, Auburn Hills, Michigan 48326, on Wednesday, April 29, 2026, at 9:00 a.m., local time, for the following purposes:

Only stockholders of record at the close of business on March 3, 2026 are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

Please read the attached proxy statement carefully, as it describes in greater detail the matters to be acted upon and your voting rights with respect to those matters. The proxy card delivered to stockholders is solicited by the Board.

Along with the attached proxy statement, we are providing you with a copy of our Annual Report on Form 10-K for our fiscal year ended December 31, 2025.

Stockholders should not regard our Annual Report on Form 10-K, which includes our audited financial statements, as proxy solicitation material.

By Order of the Board,

Tonit M. CalawayExecutive Vice President, Chief Administrative Officer,General Counsel and SecretaryMarch 19, 2026