Every material Form 8-K BorgWarner has filed with the SEC since July 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
BorgWarner reported third-quarter 2026 results on October 29, 2026. Net sales fell about 2.9% to $3,487 million, while adjusted earnings per diluted share rose 12.1% to $1.39, and the company raised its full-year adjusted EPS guidance to $5.20-$5.35, citing share repurchases and a lower tax rate. For shareholders, expected per-share earnings rose, but the company expects 2026 net sales of $14.0 billion to $14.2 billion, down from approximately $14.3 billion in 2025.
Q3 2026 net sales were $3,487 million, down about 2.9% from $3,591 million in Q3 2025.
Q3 2026 U.S. GAAP diluted EPS was $1.08, up 47.9%; adjusted diluted EPS was $1.39, up 12.1%.
2026 adjusted EPS guidance raised to $5.20-$5.35 from $5.05-$5.30; net sales guidance narrowed to $14.0-$14.2 billion from $14.0-$14.3 billion.
Q3 2026 free cash flow was $195 million, and the company repurchased about $175 million of its shares.
BorgWarner reported second quarter 2026 results with U.S. GAAP net sales of $3,648 million, up approximately 0.3% from a year earlier, while organic net sales fell 1.2%. The company raised its full-year 2026 adjusted earnings per share guidance to $5.05 to $5.30 from $5.00 to $5.20 and increased its share repurchase authorization by $1 billion, to approximately $1.35 billion, through 2029.
Q2 2026 adjusted EPS was $1.42, up 17.4% from $1.21; GAAP EPS was $1.34, up 30.1% from $1.03.
Q2 2026 U.S. GAAP operating margin was 10.1%, up 220 basis points; adjusted operating margin was 11.3%, up 100 basis points.
2026 adjusted EPS guidance raised to $5.05 to $5.30; net sales guidance of $14.0 billion to $14.3 billion and cash flow expectations were maintained.
Board authorized a $1 billion increase to the share repurchase program, bringing the total to approximately $1.35 billion.
BorgWarner's board increased its size from eight to nine members on July 30, 2026, and appointed Rajesh Kalathur as an independent director to fill the new seat. The board also declared a quarterly cash dividend of $0.17 per share, payable September 15, 2026, to holders of record on September 1, 2026. The filing does not yet name the board committees Mr. Kalathur will serve on.
Board expanded from eight to nine members; Rajesh Kalathur appointed as independent director on July 30, 2026
Mr. Kalathur most recently served as President of John Deere Financial and CIO of Deere & Company, retiring in 2026
Quarterly cash dividend of $0.17 per share declared July 30, 2026
Dividend payable September 15, 2026, to stockholders of record on September 1, 2026
BorgWarner appointed Stefan Demmerle to a new role as Vice President, President and General Manager of Battery Energy Systems, and Chief Technology Officer, effective July 1, 2026. He previously led BorgWarner PowerDrive Systems and has held a vice president role since 2015, and the filing says his employment terms, including compensation, are otherwise unchanged.
Appointment announced in filing dated May 28, 2026; decision made May 26, 2026
New role effective July 1, 2026: Battery Energy Systems president and general manager, plus Chief Technology Officer
Prior role: Vice President and President and General Manager of BorgWarner PowerDrive Systems since 2015
Filing states no changes to his employment terms or compensatory arrangements beyond the title and responsibilities
BorgWarner reported first-quarter 2026 net sales of $3,533 million, up about 1% from a year earlier, with U.S. GAAP diluted earnings of $1.16 per share versus $0.72 a year earlier. The company maintained its full-year 2026 guidance, including adjusted earnings per share of $5.00 to $5.20, and returned about $185 million to shareholders in the quarter.
Adjusted EPS was $1.24, up about 12% from $1.11 in Q1 2025; organic net sales fell 4.2%.
GAAP operating margin was 9.5%, down 280 basis points; adjusted operating margin was 10.5%, up 50 basis points.
Full-year 2026 guidance was maintained: net sales of $14.0 billion to $14.3 billion and adjusted EPS of $5.00 to $5.20.
Shareholder returns in Q1 2026 totaled about $185 million, including about $150 million in share repurchases and a $35 million dividend.
At its April 29, 2026 annual meeting, BorgWarner stockholders elected eight directors, approved the amended and restated 2023 Stock Incentive Plan, and approved the company's named executive officer pay on an advisory basis. The Board also declared a $0.17 per share quarterly cash dividend, which gives shareholders a set cash payment date and record date.
Quarterly cash dividend of $0.17 per share declared April 29, 2026; payable June 15, 2026 to holders of record on June 1, 2026.
Stockholders approved the amended and restated 2023 Stock Incentive Plan, which adds 8.3 million shares reserved for issuance.
All eight director nominees were elected, including Alexis P. Michas with 168,149,322 votes for and 6,986,400 against.
A stockholder proposal on action by written consent received 7,092,158 votes for and 167,086,447 against.
BorgWarner reported fourth-quarter and full-year 2025 results and issued 2026 guidance. The fourth-quarter GAAP net loss of $262 million, or $(1.23) per diluted share, reflected $582 million of impairment charges, while adjusted earnings per share rose to $1.35 from $1.01. For shareholders, 2026 guidance calls for net sales of $14.0 billion to $14.3 billion, at or below 2025 sales of $14.3 billion, but adjusted earnings of $5.00 to $5.20 per diluted share compared with $4.91 in 2025.
Q4 2025 net sales were $3,572 million, up 3.9% from Q4 2024, with a GAAP net loss of $(1.23) per diluted share versus $(1.84) a year earlier.
Full-year 2025 GAAP EPS was $1.28 and adjusted EPS was $4.91, up approximately 14% from 2024; full-year impairment charges totaled $624 million.
2026 guidance: net sales of $14.0 billion to $14.3 billion, GAAP EPS of $4.74 to $4.91, and adjusted EPS of $5.00 to $5.20 per diluted share.
BorgWarner signed a master supply agreement with TurboCell, a subsidiary of Endeavour, for a turbine generator system; production is expected to begin in early 2027 with estimated first-year sales of more than $300 million.
BorgWarner reported third-quarter 2025 net sales of $3,591 million, up 4.1%, and adjusted earnings of $1.24 per diluted share, up 14%. GAAP earnings fell to $0.73 per diluted share from $1.08, after $0.51 per share of non-comparable items, including a legal settlement and accelerated depreciation. The company raised its full-year 2025 adjusted EPS guidance to $4.60 to $4.75 from $4.45 to $4.65, which matters to shareholders because it signals stronger expected profitability for the year.
Q3 2025 GAAP net earnings were $158 million, or $0.73 per diluted share, versus $242 million, or $1.08, in Q3 2024
Q3 adjusted EPS of $1.24 rose about 14% from $1.09; non-comparable items included a $38 million legal settlement
Full-year 2025 adjusted EPS guidance raised to $4.60 to $4.75; GAAP EPS guidance set at $3.52 to $3.63
Company returned $136 million to stockholders in Q3, including about $100 million of share buybacks and a $36 million dividend
BorgWarner reported second quarter 2025 net sales of $3,638 million, up about 1% from a year earlier, and U.S. GAAP net earnings of $1.03 per diluted share, down from $1.39. Adjusted earnings were $1.21 per diluted share, up about 2%, and the company raised its full-year 2025 adjusted earnings per share guidance to $4.45 to $4.65 from $4.00 to $4.45. The board also raised the quarterly dividend 55% to $0.17 per share and increased the share repurchase authorization to $1 billion.
Q2 2025 U.S. GAAP net earnings were $224 million, or $1.03 per diluted share, compared with $315 million, or $1.39, in Q2 2024.
Full-year 2025 net sales guidance raised to $14.0 billion to $14.4 billion; GAAP net earnings guidance set at $3.80 to $3.97 per diluted share.
Quarterly cash dividend increased 55% to $0.17 per share, payable September 15, 2025, to holders of record on September 2, 2025.
Share repurchase authorization increased to $1 billion; the company bought about $108 million of its shares in the second quarter.
BorgWarner reported first-quarter 2025 net sales of $3,515 million, down about 2% from a year earlier, and GAAP earnings of $0.72 per diluted share, down from $0.93. Adjusted earnings rose about 8% to $1.11 per share after excluding non-comparable items, mainly impairment charges and restructuring costs. The company also said it will exit its Charging business and narrowed its full-year adjusted EPS range to $4.00 to $4.45 from $4.05 to $4.40.
Q1 2025 GAAP operating income was $237 million (6.7% of net sales), down from $295 million in Q1 2024; adjusted operating margin was 10.0%.
Adjusted EPS of $1.11 compares with $1.03 a year earlier; non-comparable items reduced GAAP EPS by $0.39 per share.
Full-year 2025 net sales guidance is $13.6 billion to $14.2 billion, a slight increase, while the weighted light and commercial vehicle market outlook was cut to down 4% to down 2%.
The company will exit its Charging business in Q2 2025, which it expects to eliminate about $30 million of annualized adjusted operating losses.
BorgWarner reported fourth quarter 2024 net sales of $3,439 million, down 2.4%, and a GAAP net loss of $(1.84) per diluted share, driven by $646 million of goodwill and fixed asset impairment charges. The company also gave 2025 guidance for net sales of $13.4 billion to $14.0 billion and GAAP earnings of $3.84 to $4.12 per diluted share, and declared a quarterly dividend of $0.11 per share.
Q4 2024 GAAP net loss of $(1.84) per diluted share, compared with earnings of $0.64 in Q4 2023; adjusted EPS was $1.01 versus $0.90
Full-year 2024 net sales of $14,086 million, down 0.8%; GAAP EPS $1.63 versus $2.70 in 2023
2025 guidance: net sales $13.4 billion to $14.0 billion, adjusted EPS $4.05 to $4.40, free cash flow $650 million to $750 million
Quarterly dividend of $0.11 per share, payable March 17, 2025, to holders of record on March 3, 2025
BorgWarner said CEO Frederic B. Lissalde will retire effective at the close of business on February 6, 2025, and Joseph F. Fadool, its executive vice president and chief operating officer, will succeed him. Fadool will also join the board, filling the seat Lissalde vacates, and Lissalde will serve as a consultant through August 30, 2025. The company also declared a quarterly dividend of $0.11 per share.
Joseph F. Fadool, 58, has been executive vice president and chief operating officer since July 2024 and will become president and CEO effective February 6, 2025.
Fadool's base salary will be $1,250,000, with a target annual bonus of $1,875,000 (150% of base salary) and a 2025 long-term incentive target of $8,125,000 (650% of base salary).
During the transition period through August 30, 2025, Lissalde's base salary will be reduced to 67% of his prior level.
Quarterly dividend of $0.11 per share is payable December 16, 2024 to stockholders of record on December 2, 2024.
BorgWarner reported third quarter 2024 net sales of $3,449 million, down about 5% from a year earlier, while GAAP earnings rose to $1.08 per diluted share from $0.37. The company raised its full-year 2024 adjusted EPS guidance to $4.15 to $4.30 but cut its full-year net sales guidance to $14.0 billion to $14.2 billion, and it completed $400 million of share repurchases in 2024.
Q3 2024 net sales were $3,449 million, down about 5% from $3,622 million in Q3 2023, with organic sales down 5.1%.
Q3 2024 GAAP EPS was $1.08 versus $0.37 a year earlier; adjusted EPS was $1.09 versus $0.98.
Full-year 2024 adjusted EPS guidance rose to $4.15 to $4.30 from $3.95 to $4.15; net sales guidance was cut to $14.0 billion to $14.2 billion from $14.1 billion to $14.4 billion.
BorgWarner repurchased $300 million of shares in Q3 and $400 million in 2024 to date.
BorgWarner completed the issuance of $500 million of 4.950% Senior Notes due 2029 and $500 million of 5.400% Senior Notes due 2034, totaling $1 billion. The notes were issued under an indenture with Deutsche Bank Trust Company Americas as trustee for the notes, supplementing the company's 1999 base indenture. The filing is a debt financing that adds $1 billion to the company's borrowings, and it does not disclose use of proceeds or results.
$500 million of 4.950% Senior Notes due 2029 issued August 16, 2024
$500 million of 5.400% Senior Notes due 2034 issued August 16, 2024
Notes governed by Ninth Supplemental Indenture with Deutsche Bank Trust Company Americas as trustee
BorgWarner agreed on August 7, 2024 to sell $500 million of 4.950% senior notes due 2029 and $500 million of 5.400% senior notes due 2034, for $1 billion in total principal. The company said it will use the proceeds to repurchase any and all of its 3.375% notes due March 15, 2025 and 5.000% notes due October 1, 2025 that are validly tendered in tender offers, with any remainder for general corporate purposes. The filing is a debt refinancing and does not report new financial results.
Two tranches: $500 million of 4.950% notes due August 15, 2029 and $500 million of 5.400% notes due August 15, 2034
Interest payable semi-annually on February 15 and August 15, beginning February 15, 2025
Proceeds to repurchase 3.375% notes due March 15, 2025 and 5.000% notes due October 1, 2025 via tender offers, plus tender fees and expenses
Notes are general unsecured obligations; the indenture is with The Bank of New York Mellon Trust Company, N.A.
BorgWarner reported second-quarter 2024 net sales of $3.6 billion, down 2% from a year earlier, while GAAP diluted EPS rose to $1.39 from $0.97 and adjusted EPS rose to $1.19 from $1.06. For full-year 2024, the company cut its net sales guidance to $14.1 billion to $14.4 billion from $14.4 billion to $14.9 billion, but raised its adjusted operating margin and adjusted EPS guidance.
Q2 2024 net sales were $3,603 million, down 2% from $3,671 million; organic sales fell 0.3%.
Full-year net sales guidance cut to $14.1 billion to $14.4 billion from $14.4 billion to $14.9 billion, citing lower market production and weaker foreign currencies.
Adjusted EPS guidance raised to $3.95 to $4.15 from $3.80 to $4.15; adjusted operating margin guidance raised to 9.6% to 9.8% from 9.2% to 9.6%.
Company plans to repurchase $300 million of shares in the second half of 2024 and announced a restructuring of its ePropulsion segment with about $100 million in annual savings expected by 2026.
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