Bankwell Financial Group (BWFG) officer logs stock grant and tax-share sale

Rhea-AI Filing Summary

Bankwell Financial Group, Inc. principal accounting officer Angelo G. Fusaro reported stock compensation and a related tax sale. On February 9, 2026, he received 414 shares of common stock at $0 under the 2022 Stock Plan, vesting in three equal annual installments starting on February 7, 2027.

On the same date, 316 shares were sold at $49.88 through a company cashless program to cover taxes on the vesting of 852 shares. Following these transactions, he directly owned 2,273 common shares, and the filing outlines several prior restricted stock grants under the 2022 plan with staggered vesting through future years.

Insider Trade Summary

Net Seller: 316 shares ($15,762)

Net Sell 5 txns

Insider Fusaro Angelo G

Role Insider

Sold 316 shs ($16K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	414	$0.00	--
Sale	Common Stock	316	$49.88	$16K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 414 shares (Direct)

Footnotes (1)

1. 414 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2027 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 316 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 852 shares. 1,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in four substantially equal annual installments, with the first installment vested on February 7, 2024 and the second, third and fourth installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 750 shares have vested. 750 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 250 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vested on February 7, 2025 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 500 shares have vested. 306 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2026 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 102 shares have vested.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fusaro Angelo G

(Last) (First) (Middle)

C/O BANKWELL FINANCIAL GROUP, INC

258 ELM STREET

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bankwell Financial Group, Inc. [ BWFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		A		414	A	$0	414	D(1)
Common Stock	02/09/2026		S		316	D	$49.88	2,273	D(2)
Common Stock								250	D(3)
Common Stock								250	D(4)
Common Stock								204	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 414 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2027 and the second and third installments to vest on each annual anniversary of the vesting date thereafter.

2. 316 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 852 shares.

3. 1,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in four substantially equal annual installments, with the first installment vested on February 7, 2024 and the second, third and fourth installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 750 shares have vested.

4. 750 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 250 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vested on February 7, 2025 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 500 shares have vested.

5. 306 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2026 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 102 shares have vested.

Remarks:

	/s/ Angelo G. Fusaro	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did BWFG’s Angelo Fusaro report on February 9, 2026?

Angelo G. Fusaro reported receiving 414 Bankwell Financial Group common shares as stock compensation. The grant was made under the 2022 Stock Plan and will vest in three equal annual installments starting February 7, 2027, aligning with typical multi-year executive retention incentives.

Why were 316 BWFG shares sold in Angelo Fusaro’s Form 4 filing?

The 316 Bankwell Financial Group shares were sold through a company cashless stock exercise program. The sale was used to cover tax liabilities arising from the vesting of a total of 852 shares, reflecting a withholding transaction rather than a discretionary open‑market sale.

How many BWFG shares does Angelo Fusaro own directly after these transactions?

After the reported transactions, Angelo G. Fusaro directly owned 2,273 Bankwell Financial Group common shares. This figure reflects his holdings following the 414-share grant and the 316-share tax-related sale disclosed in the Form 4 filing dated February 9, 2026.

What are the vesting terms of Angelo Fusaro’s new 414-share BWFG grant?

The 414-share grant vests in three substantially equal annual installments. The first portion will vest on February 7, 2027, with the remaining installments vesting on each annual anniversary thereafter, providing a structured, time-based incentive under the 2022 Stock Plan.

What other restricted stock awards for BWFG does the Form 4 describe?

The filing describes prior grants of 1,000, 750, and 306 Bankwell Financial Group shares under the 2022 Stock Plan. These awards vest in equal annual installments over four or three years, with portions already vested and remaining tranches scheduled on February 7 each year.

What is Angelo Fusaro’s role at Bankwell Financial Group (BWFG)?

Angelo G. Fusaro is identified as the Principal Accounting Officer of Bankwell Financial Group. His Form 4 filing reflects equity compensation and related tax-share sales associated with this executive role, reported under Section 16 insider transaction requirements for company officers.