Bankwell Financial (NASDAQ: BWFG) director receives 1,455-share restricted stock grant

Rhea-AI Filing Summary

Bankwell Financial Group director Eric J. Dale received a grant of 1,455 shares of restricted common stock on February 9, 2026. The award was issued at a price of $0 per share under the 2022 Bankwell Financial Group, Inc. Stock Plan.

The restricted stock vests in three equal installments of 485 shares on February 7, 2027, February 7, 2028, and February 7, 2029. The Form 4 also lists Dale’s other holdings, including directly held common stock and 41,296 shares held indirectly through a Deferred Compensation Plan, along with prior restricted stock grants with multi‑year vesting schedules.

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^*

Dale Eric J

(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)

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

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		1,455	A	$0	1,455	D(1)
Common Stock								400	D(2)
Common Stock								534	D(3)
Common Stock								1,200	D(4)
Common Stock								41,296	I	Deferred Compensation Plan
Common Stock								37,330	D

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. 1,455 shares of restricted stock granted on February 9, 2026, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan with 485 to vest on February 7, 2027. 485 will vest on February 7, 2028 and 485 will vest on February 7, 2029.

2. 1,600 shares of restricted stock granted on December 30, 2022, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment vested on January 2, 2024 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 1,200 shares have vested.

3. 1,600 shares of restricted stock granted on December 29, 2023, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan with 533 vested on February 7, 2025, 533 will vest on February 7, 2026 and 534 will vest on February 7, 2027. As of the filing date, 1,066 shares have vested.

4. 1,800 shares of restricted stock granted on February 7, 2025, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan with 600 to vest on February 7, 2026. 600 will vest on February 7, 2027 and 600 will vest on February 7, 2028. As of the filing date, 600 shares have vested.

Remarks:

	/s/ Angelo G. Fusaro, Attorney-in-Fact for Eric J. Dale	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 report for director Eric J. Dale?

Bankwell Financial Group reported that director Eric J. Dale received a grant of 1,455 shares of restricted common stock on February 9, 2026. The shares were awarded under the 2022 Bankwell Financial Group, Inc. Stock Plan at a stated price of $0 per share.

How many restricted BWFG shares were granted to Eric J. Dale and how do they vest?

Eric J. Dale was granted 1,455 restricted shares of Bankwell Financial Group common stock. These shares vest in three equal installments of 485 shares each, scheduled for February 7, 2027, February 7, 2028, and February 7, 2029, if the vesting conditions are satisfied.

What other BWFG share holdings does Eric J. Dale report on this Form 4?

In addition to the new 1,455-share grant, the Form 4 shows Dale with various direct holdings and 41,296 Bankwell Financial Group shares held indirectly through a Deferred Compensation Plan, as well as previously granted restricted stock awards with partial vesting already completed.

Was cash paid for the 1,455 restricted BWFG shares granted to Eric J. Dale?

No cash was paid for this award; the 1,455 Bankwell Financial Group restricted shares were granted at a reported price of $0 per share, reflecting an equity compensation grant under the company’s 2022 stock plan rather than an open-market purchase.

What is the 2022 Bankwell Financial Group, Inc. Stock Plan mentioned in the Form 4?

The 2022 Bankwell Financial Group, Inc. Stock Plan is the equity compensation program under which Dale’s restricted stock awards were granted. The footnotes show multiple grants from this plan, each with specified grant dates and multi-year vesting schedules tied to future calendar dates.

How do earlier BWFG restricted stock grants to Eric J. Dale vest over time?

Earlier grants cited include 1,600-share and 1,800-share awards with annual vesting. For example, a 2025 grant vests in three tranches of 600 shares each in 2026, 2027, and 2028, while earlier 2022 and 2023 grants vest in equal or specified installments over several years.