Bankwell Financial Group (BWFG) CEO reports new grants and share sale

Rhea-AI Filing Summary

Bankwell Financial Group CEO Christopher R. Gruseke reported several equity transactions in company stock. On February 9, 2026, he acquired 7,654 shares under the 2022 stock plan, split between time-vested restricted stock and performance-based restricted stock that may vest between 2027 and 2029 if goals are met. He also received and vested an additional 1,516 performance shares tied to 2023 and 2024 results. To cover tax obligations on a total of 11,265 vesting shares, he sold 5,056 shares in an open-market transaction at about $49.79 per share through a company-sponsored cashless program.

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

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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^*

Gruseke Christopher R

(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
X	Officer (give title below)		Other (specify below)
	CEO

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		7,654	A	$0	7,654	D(1)
Common Stock	02/09/2026		A		1,516	A	$0	177,203	D(2)
Common Stock	02/09/2026		S		5,056	D	$49.79(3)	172,147	D(4)(5)
Common Stock								4,568	D(6)
Common Stock								22,500	D(7)
Common Stock								12,500	I	IRA

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. 7,654 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 3,827 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. 3,827 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved.

2. 1,516 shares were granted and vested on February 9, 2026. These shares were related to 2023 and 2024 additional performance shares.

3. Range of reported sale price is $49.38 - $50.27. Reporting person agrees to provide individual transaction information to SEC upon request.

4. 62,287 shares reported are owned jointly with spouse.

5. 5,056 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 11,265 shares.

6. 13,704 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 6,852 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2025 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 6,852 of those shares are performance restricted stock and may vest when and if the performance goal is achieved.

7. 22,500 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.

Remarks:

	/s/ Angelo G. Fusaro, Attorney-in-Fact for Christopher R. Gruseke	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BWFG CEO Christopher Gruseke report?

Christopher Gruseke reported receiving stock awards and selling shares. He acquired 7,654 shares under the 2022 stock plan, received 1,516 additional performance shares, and sold 5,056 shares in an open-market transaction through a company-sponsored cashless program to cover tax liabilities.

How many Bankwell (BWFG) shares did the CEO acquire in this Form 4?

The CEO acquired 7,654 shares under the 2022 stock plan and 1,516 additional performance shares. The 7,654-share grant includes restricted stock and performance-based restricted stock, while the 1,516 shares were granted and vested on February 9, 2026, related to 2023 and 2024 performance.

How many Bankwell (BWFG) shares did the CEO sell and at what price?

He sold 5,056 shares of Bankwell common stock. The transaction was reported at a price of $49.79 per share, with a disclosed sale price range of $49.38 to $50.27. The shares were sold through a company-sponsored cashless program to cover tax on vesting shares.

What are the vesting terms of the 7,654-share stock grant to the BWFG CEO?

The 7,654-share grant includes 3,827 restricted shares and 3,827 performance restricted shares. The restricted shares vest in three equal annual installments starting February 7, 2027, while the performance shares have a three-year cliff vesting on February 7, 2029, if performance goals are achieved.

What future vesting milestones are tied to the BWFG CEO’s stock awards?

Several awards have scheduled vesting milestones. Restricted portions vest annually beginning February 7, 2025 and February 7, 2027, while performance-based grants may cliff vest on February 7, 2028 and February 7, 2029, if specified performance goals under the 2022 stock plan are achieved.

Does the BWFG CEO hold Bankwell shares indirectly as well as directly?

Yes. The filing shows direct ownership of multiple common stock positions and an indirect holding of 12,500 shares through an IRA. Footnotes also state that 62,287 of the directly reported shares are owned jointly with the CEO’s spouse, reflecting shared ownership of that portion.