[8-K] Bankwell Financial Group Inc Reports Material Event

Rhea-AI Filing Summary

The Carlyle Group Inc. (Nasdaq: CG) has filed an 8-K announcing a significant leadership realignment effective 1 January 2026 under Item 5.02.

• John C. Redett (57, current Chief Financial Officer & Head of Corporate Strategy), Mark Jenkins (58, Head of Global Credit) and Jeff Nedelman (58, Global Head of Client Business) will become Co-Presidents.
• Responsibility split: Redett will lead Global Private Equity; Jenkins will head Global Credit & Insurance; Nedelman will continue to oversee the Global Client Business.
• Redett retains the CFO position through 2025. On 1 Jan 2026, Justin Plouffe (48, Deputy CIO for Global Credit) will succeed him as CFO while remaining involved in credit investment committees.
• Carlyle will execute customary indemnification agreements with the newly elevated officers; no compensation terms were disclosed.

The filing contains no financial results or guidance. Investors should assess how the three-president structure and CFO transition affect strategic execution, fundraising momentum and capital allocation going forward.

Positive

• Seasoned internal executives promoted, maintaining continuity and institutional knowledge.
• Defined business segment leadership (Private Equity, Credit & Insurance, Client Business) may sharpen strategic focus.

Negative

• Three-president structure could complicate governance and accountability.
• CFO transition introduces operational risk during hand-over period.

Insights

Corporate Governance Expert

TL;DR: Major internal promotions signal orderly succession, but multi-president model adds structural complexity; near-term financial impact neutral.

Elevating seasoned insiders to Co-Presidents provides continuity and preserves institutional knowledge. Redett, Jenkins and Nedelman are already embedded in Carlyle’s leadership committee, reducing execution risk. Plouffe’s move to CFO maintains credit-platform expertise at the finance helm. However, a three-headed presidential structure can blur accountability and complicate decision-making. No changes to board composition, compensation or strategic targets were disclosed, keeping immediate valuation effect limited. Overall impact is governance-focused rather than financial.

Portfolio Manager

TL;DR: Succession plan improves depth, but transition period through 2025 warrants monitoring for strategy drift.

Investors gain comfort from an internally groomed next layer of leadership, especially Redett retaining CFO duties during 2025, which helps bridge reporting cycles. Jenkins’ proven credit background supports expansion in credit and insurance, a key growth engine. Yet two transitions—CFO hand-off and broader reporting shifts—create execution risk during a potential market inflection. I view the news as strategically sound but not immediately value-accretive; will watch fundraising, AUM growth and expense discipline under the new regime.

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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 28, 2025

Bankwell Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Connecticut			001-36448			20-8251355
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

258 Elm Street

New Canaan, Connecticut 06840

(203) 652-0166

(Address of Principal Executive Officers and Telephone Number)

N/A

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, no par value per share			BWFG			NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company			☐
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.			☐

Item 2.02			Results of Operations and Financial Condition
			On July 28, 2025, Bankwell Financial Group, Inc., the holding company for Bankwell Bank, issued a press release describing its results of operations for the period ended June 30, 2025. A copy of the press release is included as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
			The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing.
Item 7.01			Regulation FD Disclosure
			On July 28, 2025, Bankwell Financial Group, Inc., the holding company for Bankwell Bank, issued slide presentation material, which includes among other things, a review of financial results and trends through the period ended June 30, 2025. A copy of the material will also be available on the Company’s website, https://investor.mybankwell.com/events-and-presentations/ A copy of the Presentation Material is included as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference.
			The information furnished under this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing.
Item 8.01			Other Events
			Quarterly Dividend Announcement On July 28, 2025, Bankwell Financial Group, Inc. (the Company), parent company of Bankwell Bank, announced that on July 28, 2025, its Board of Directors voted to pay a quarterly dividend in the amount of $0.20 per share on August 22, 2025 to all shareholders of record as of August 11, 2025.
Item 9.01			Financial Statements and Exhibits
(a)			Not applicable.
(b)			Not applicable.
(c)			Not applicable.
(d)			Exhibits.

Exhibit Number			Description
99.1			Press Release Dated July 28, 2025
99.2			Presentation Materials
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
			BANKWELL FINANCIAL GROUP, INC.
			Registrant
July 28, 2025			By:  /s/ Courtney E. Sacchetti
			Courtney E. Sacchetti
			Executive Vice President
			and Chief Financial Officer

FAQ

What leadership changes did Carlyle (CG) announce in the 8-K?

Effective 1 Jan 2026, John Redett, Mark Jenkins and Jeff Nedelman become Co-Presidents; Justin Plouffe becomes CFO.

Will John Redett remain CFO of Carlyle?

Yes, through year-end 2025; he hands the CFO role to Justin Plouffe on 1 Jan 2026.

Which businesses will each new Co-President oversee?

Redett: Global Private Equity; Jenkins: Global Credit & Insurance; Nedelman: Global Client Business.

Does the filing include financial results or guidance?

No. The 8-K is limited to governance changes; no revenue, AUM or earnings figures are provided.

Are there indemnification agreements for the new officers?

Yes, Carlyle will enter into customary indemnification agreements similar to those for existing executives.