[Form 4] Bankwell Financial Group Inc Insider Trading Activity

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

Corporate Governance Expert

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.

Compensation & Equity Plan Analyst

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.

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^*

Brunner Steven H

(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)
	EVP & Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		245(1)	D	$41.55(2)	1,969	D
Common Stock								1,493	D(3)
Common Stock								249	D(4)
Common Stock								498	D(5)
Common Stock								3,262	D(6)
Common Stock								536	D(7)
Common Stock								533	D(8)

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. 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.

2. Range of reported sale price is $41.54 - $41.56. Reporting person agrees to provide individual transaction information to SEC upon request.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

	/s/ Steven H. Brunner	09/02/2025
	** 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 did BWFG insider Steven H. Brunner sell on 09/02/2025?

He sold 245 shares through a company cashless stock exercise to cover tax liability from vesting 666 shares, at prices reported between $41.54 and $41.56.

How many BWFG shares does Steven H. Brunner beneficially own after the reported transactions?

The Form 4 reports 1,969 shares beneficially owned following the reported transactions.

What types of equity awards were disclosed in the Form 4 for BWFG (symbol BWFG)?

Grants under the 2022 Stock Plan including restricted stock and performance restricted stock, with various cliff and staggered vesting schedules (vesting dates between 2024 and 2028).

Were any performance shares forfeited according to the filing?

Yes. The filing discloses 542 performance shares forfeited for one grant and 535 performance shares forfeited for another grant.

Are the sale proceeds or exact transaction-by-transaction prices provided in the Form 4?

The filing reports a range for the sale price ($41.54–$41.56) and states the reporting person will provide individual transaction information to the SEC upon request.