[Form 4] Bankwell Financial Group Inc Insider Trading Activity

Rhea-AI Filing Summary

Lawrence B. Seidman, a director of Bankwell Financial Group, Inc. (BWFG), reported purchases and vesting-related ownership changes. On 09/04/2025 he acquired 448 shares of common stock at $42.45. On 09/05/2025 he acquired 180 shares at $42.53 under a deferred compensation plan. The filing lists multiple indirect holdings through affiliated entities and partnerships totaling large positions across Seidman-controlled vehicles. Several grants of restricted stock from 2021–2025 are described with scheduled vesting: portions of 1,800; 1,600; 1,600; and 1,600 share awards vesting on specified future anniversaries and some portions already vested.

Positive

• Insider purchases reported: 448 shares at $42.45 on 09/04/2025 and 180 shares at $42.53 on 09/05/2025
• Vesting schedules disclosed: Multiple restricted-stock grants with clear vesting timelines through 2028
• Significant indirect ownership: Holdings reported via Seidman-controlled entities and partnerships, showing insider alignment

Negative

• None.

Insights

Securities Analyst

TL;DR: Director purchases and scheduled restricted-stock vesting increase insider exposure and alignment with shareholders.

These transactions show routine insider purchases and vesting activity rather than extraordinary corporate events. Two open-market purchases at ~$42.45–$42.53 add 628 shares to Seidman’s direct holdings, and the filing enumerates significant indirect ownership across multiple affiliated entities, reflecting concentrated insider ownership. The restricted stock schedules indicate ongoing compensation alignment with multi-year vesting. For investors, the filing documents insider commitment without revealing material corporate developments.

Corporate Governance Expert

TL;DR: Multiple vesting schedules and entity holdings highlight governance considerations around related-party ownership.

Seidman’s ownership is distributed among several controlled entities and includes routine restricted-stock grants with staggered vesting through 2028. The Form 4 is detailed and properly discloses both direct purchases and indirect beneficial ownership, which is important for transparency and board-shareholder alignment. No departures, option exercises, or unusual derivative transactions are reported.

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

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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^*

SEIDMAN LAWRENCE B

(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)
09/04/2025

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	09/04/2025		P		448	A	$42.45	3,775	I	Deferred Compensation Plan
Common Stock	09/05/2025		P		180	A	$42.53	15,338	D
Common Stock								1,800	D(1)
Common Stock								1,067	D(2)
Common Stock								800	D(3)
Common Stock								400	D(4)
Common Stock								178,193	I	By Seidman and Associates, L.L.C.
Common Stock								128,045	I	By Seidman Investment Partnership, L.P.
Common Stock								168,997	I	By Seidman Investment Partnership II, L.P.
Common Stock								104,626	I	By LSBK06-08, L.L.C.
Common Stock								127,042	I	By Broad Park Investors, L.L.C.
Common Stock								19,539	I	By Chewy Gooey Cookies, L.P.

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. 1,800 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.

2. 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, 533 shares have vested.

3. 1,600 shares of restricted stock granted on December 30, 2022, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment vesting on January 2, 2024 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 800 shares have vested.

4. 1,600 shares of restricted stock granted on December 31, 2021, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment vesting on January 2, 2023 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.

Remarks:

	/s/ Angelo G. Fusaro, Attorney-in-Fact for Lawrence B. Seidman	09/05/2025
	** 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 purchases did Lawrence B. Seidman report on Form 4 for BWFG?

The filing reports a purchase of 448 shares at $42.45 on 09/04/2025 and 180 shares at $42.53 on 09/05/2025 (deferred compensation plan).

How many restricted stock grants and vesting schedules are disclosed in the Form 4?

The Form 4 describes four restricted-stock grants of 1,800, 1,600, 1,600, and 1,600 shares with staggered vesting through 2028, and notes portions already vested.

Does the filing show indirect ownership by related entities?

Yes. The filing lists indirect beneficial ownership through multiple entities including Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., and others with disclosed share amounts.

Were any derivative transactions reported on this Form 4?

No derivative securities (puts, calls, options, or convertible securities) are reported in Table II of this filing.

Who signed the Form 4 and when was it signed?

The form was signed by Angelo G. Fusaro, Attorney-in-Fact for Lawrence B. Seidman on 09/05/2025.