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): ~~July~~ 30October 21, 2025

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			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 28.~~02.~~01 Other ~~Results of Operations and Financial Condition~~Events

OnAs BorgWarner Inc. (the “Company”) previously disclosed, most recently in its Quarterly Report on Form 10-Q filed on July 31, 2025, ~~BorgWarner~~the Company commenced a lawsuit against PHINIA Inc. (~~the~~ “~~Company~~PHINIA”) ~~issued~~seeking ato ~~press~~recover ~~release~~value ~~announcing~~added ~~its~~tax ~~financial~~(“VAT”) ~~results~~refunds ~~for~~that ~~the~~PHINIA ~~quarter~~has ~~and~~received ~~six~~or ~~months~~expects ~~ended~~to receive from governmental agencies. As of June 30, 2025., Athe ~~copy~~Company had an asset related to these VAT refunds of ~~the~~approximately ~~press~~$120 ~~release~~million, iswhich ~~attached~~was ~~hereto~~included asin ~~Exhibit~~Receivables, 99net on the Company’s Condensed Consolidated Balance Sheet.1 On October 15, 2025, the Company entered into a settlement with PHINIA (the “Settlement”) resolving the dispute and iscertain ~~incorporated~~other ~~herein~~matters byrelating ~~reference~~to the spin-off that established PHINIA as an independent company. ~~The~~Pursuant ~~earnings~~to ~~call~~the ~~presentation~~Settlement, PHINIA agreed to ~~which~~pay the ~~attached~~Company ~~press~~$78 ~~release~~million. ~~refers~~PHINIA ispaid ~~available~~$31 atmillion ~~https://www~~immediately upon the Settlement.~~borgwarner.com/investors~~ PHINIA is obligated to pay $21 million in January 2026, ~~but~~and it is obligated to pay the remainder immediately upon collection from governments but no later than December 1, 2026. As a result of the Settlement, in the third quarter of 2025, the Company incurred a net $38 million charge for the reduction of VAT-related receivables, the elimination of certain Company liabilities and related legal fees, which the Company will treat as a noncomparable item not ~~incorporated~~reflective ~~herein~~of bythe ~~reference~~Company’s ongoing operations when it presents its earnings results.

Item 79.01. Financial ~~Regulation~~Statements FDand ~~Disclosures~~Exhibits

On July 30, 2025, the Board of Directors of the Company declared a quarterly cash dividend of $0.17 per share of the Company’s common stock. The dividend is payable on September 15, 2025, to stockholders of record on September 2, 2025.

On July 31, 2025, the Company issued the press release attached hereto as Exhibit 99.2, which is incorporated herein by reference.

The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are being furnished as part of this Report.

Exhibit Number			Description
99.1			Press release regarding earnings issued by BorgWarner Inc. dated July 31, 2025
104			The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
99.2			Press release regarding quarterly dividend issued by BorgWarner Inc. dated July 31, 2025
104.1			The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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: July 31, 2025	By:	/s/ Tonit M. Calaway
Date: October 21, 2025	By:	/s/ Tonit M. Calaway
		Name: Tonit M. Calaway
		Title: Executive Vice President and Secretary

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