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  4. [Form 4] Bankwell Financial Group, Inc. Insider Trading Activity

Bankwell Financial Group, Inc. (BWFG) officer reports sale and RSU grants

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Bankwell Financial Group, Inc. Chief Innovation Officer Ryan Jason Hildebrand reported a sale of 2,246 shares of common stock on July 31, 2026 at a reported price of $66.74 per share, with individual sale prices ranging from $65.99 to $67.05.

He has also been granted 15,000 performance restricted shares that cliff vest on February 7, 2028 if performance goals are achieved, and 3,116 restricted shares split equally between time-based vesting from February 7, 2027 and performance-based vesting on February 7, 2029, all under the 2022 stock plan.

Positive

  • None.

Negative

  • None.
Insider Hildebrand Ryan Jason
Role Chief Innovation Officer
Sold 2,246 shs ($150K)
Type Security Shares Price Value
Sale Common Stock F1 2,246 $66.74 $150K
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
Holdings After Transaction: Common Stock — 18,116 shares (Direct)
Footnotes (3)
  1. F1. Range of reported sale price is $65.99 - $67.05. Reporting person agrees to provide individual transaction information to SEC upon request.
  2. F2. 15,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. These shares are performance restricted stock with a three year cliff vesting on February 7, 2028 if the performance goals are achieved.
  3. F3. 3,116 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,558 of those shares are restricted stock 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. 1,558 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved
Common shares sold 2,246 shares Sale of Bankwell Financial Group, Inc. common stock on 2026-07-31
Reported sale price $66.74 per share Price reported for the 2,246-share sale on 2026-07-31
Sale price range $65.99 - $67.05 per share Price range for individual trades within the reported sale
Performance restricted stock grant 15,000 shares Three-year cliff vesting on February 7, 2028 if performance goals are achieved
Additional restricted stock grant 3,116 shares Granted under 2022 stock plan; half time-based, half performance-based
Time-based restricted shares 1,558 shares Vest in three substantially equal annual installments starting February 7, 2027
Performance-based restricted shares 1,558 shares Three-year cliff vesting on February 7, 2029 if a performance goal is achieved
performance restricted stock financial
"These shares are performance restricted stock with a three year cliff vesting"
cliff vesting financial
"performance restricted stock with a three year cliff vesting on February 7, 2028"
restricted stock financial
"1,558 of those shares are restricted stock that will vest in three"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
substantially equal annual installments financial
"will vest in three substantially equal annual installments, with the first"
Stock Plan financial
"granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan"

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FAQ

What insider transaction did BWFG executive Ryan Jason Hildebrand report?
Ryan Jason Hildebrand reported selling 2,246 shares of Bankwell Financial Group, Inc. common stock. The sale occurred on July 31, 2026 at a reported price of $66.74 per share, with individual sale prices ranging between $65.99 and $67.05.

At what price did the BWFG insider shares sell in the latest Form 4?
The reported sale price was $66.74 per share for 2,246 BWFG shares. Footnote disclosure states that individual trade prices for this transaction ranged from $65.99 to $67.05 per share in the open market or a private transaction.

How many performance restricted BWFG shares were granted to Ryan Jason Hildebrand?
Ryan Jason Hildebrand has been granted 15,000 performance restricted shares of BWFG stock. These shares were issued under the 2022 stock plan and feature three-year cliff vesting on February 7, 2028, contingent on the achievement of specified performance goals.

What restricted stock awards does the BWFG Chief Innovation Officer hold under the 2022 plan?
He has 3,116 restricted shares granted under the 2022 stock plan. 1,558 are time-based restricted stock vesting in three substantially equal annual installments from February 7, 2027, and 1,558 are performance restricted stock vesting on February 7, 2029 if a performance goal is achieved.

Do the BWFG restricted stock awards for Hildebrand have specific vesting dates?
Yes, the awards have defined vesting dates tied to time and performance conditions. The 15,000 performance shares cliff vest on February 7, 2028, while the 3,116 restricted shares vest in installments starting February 7, 2027 and in a cliff on February 7, 2029.
SEC Form 4
FORM 4UNITED 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*
Hildebrand Ryan Jason
(Last)(First)(Middle)
C/O BANKWELL FINANCIAL GROUP, INC.
258 ELM STREET
(Street)
NEW CANAAN CONNECTICUT 06840
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Bankwell Financial Group, Inc. [ BWFG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Innovation Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/31/2026S2,246D$66.74(1)0D
Common Stock15,000D(2)
Common Stock3,116D(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Range of reported sale price is $65.99 - $67.05. Reporting person agrees to provide individual transaction information to SEC upon request.
2. 15,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. These shares are performance restricted stock with a three year cliff vesting on February 7, 2028 if the performance goals are achieved.
3. 3,116 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,558 of those shares are restricted stock 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. 1,558 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved
Remarks:
/s/ Angelo G. Fusaro, Attorney-in-Fact for Ryan J. Hildebrand08/04/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR