Bankwell (BWFG) Form 4: Tax Withholding Sale and Multiple Equity Grants Listed
Rhea-AI Filing Summary
Steven H. Brunner, EVP & Chief Risk Officer of Bankwell Financial Group, Inc. (BWFG), reported transactions on 09/02/2025. He sold 245 shares through a company cashless exercise to cover taxes from vesting 666 shares at reported sale prices between $41.54 and $41.56. Following the reported transactions, he beneficially owned 1,969 shares. The filing also details multiple equity awards granted under the 2022 Stock Plan: 1,493 shares (mix of restricted and performance shares), 249 performance shares, 498 performance shares, 4,894 shares (restricted and performance, with 816 vested and 542 performance shares forfeited), 1,604 restricted shares (1,068 vested), and 1,603 performance shares (535 vested and 535 forfeited).
Positive
- Officer retains equity ownership after transactions (1,969 shares beneficially owned).
- Company uses mix of restricted and performance shares to align executive incentives and retention.
- Several grants include time-based vesting, supporting multi-year executive retention (vest dates from 2024–2028).
Negative
- Performance share forfeitures are recorded (542 and 535 shares forfeited), indicating unmet performance conditions for portions of awards.
Insights
TL;DR: Routine officer tax-withholding sale and multiple equity awards; governance action appears standard and non-disruptive.
The Form 4 shows a small, administrative sale of 245 shares to satisfy tax withholding tied to vesting 666 shares, consistent with typical cashless exercises. The reporting person retains 1,969 shares after the transactions. Multiple grants under the 2022 Stock Plan are documented with mixed restricted and performance-based vesting schedules, some of which have partially vested and some performance shares forfeited. These entries reflect ongoing compensation practices rather than a change in control or liquidity event.
TL;DR: Equity compensation mix of time-based and performance-based awards, with staggered vesting and noted forfeitures.
The filing itemizes several award tranches with clear vesting timelines: single- to three-year cliffs for performance shares and three-year staggered vesting for restricted shares. Specific forfeitures are recorded (542 and 535 performance shares forfeited in different grants), and some shares have already vested (e.g., 816 and 1,068 shares). These details indicate active use of performance metrics and time-based retention tools in executive compensation.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 245 | $41.55 | $10K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- 245 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 666 shares. Range of reported sale price is $41.54 - $41.56. Reporting person agrees to provide individual transaction information to SEC upon request. 1,493 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 746 of those shares are restricted stock 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. 746 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2028 if the performance goals are achieved. 249 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 one year cliff vesting on February 7, 2026 if the performance goals are achieved. 498 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 two year cliff vesting on February 7, 2027 if the performance goals are achieved. 4,894 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,447 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. 2,447 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the filing date, 816 shares have vested and 542 performance shares have been forfeited. 1,604 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 three substantially equal annual installments, with the first installment vested on February 7 , 2024 and the second, and third installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 1,068 shares have vested. 1,603 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,603 of those shares are performance restricted stock and may vest when and if the performance goal is achieved, with the first installment vested on February 7, 2024 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 535 shares have vested and 535 performance shares have been forfeited.
