Bankwell CIO files Form 4 after modest stock sale

Rhea-AI Filing Summary

Bankwell Financial Group (BWFG) insider activity: Chief Innovation Officer Ryan J. Hildebrand filed a Form 4 on 5-Aug-2025 disclosing a sale of 2,051 common shares on 4-Aug-2025 at $39.69 per share, a cash value of ≈ $81k. The transaction was coded “S” (open-market sale) and leaves him with no freely-tradeable shares in direct ownership after the sale.

Hildebrand continues to hold significant unvested equity under the 2022 Stock Plan:

• 15,000 performance restricted shares that cliff-vest on 7-Feb-2028 contingent on meeting performance goals.
• 3,334 time-based restricted shares that will vest in equal annual installments; 6,666 of the original 10,000 have already vested.

No derivative securities were acquired or disposed of, and no 10b5-1 plan was indicated. The filing represents a modest insider sale relative to BWFG’s float and does not, by itself, signal a change in the company’s fundamentals.

Positive

• Officer retains 18,334 unvested restricted shares, aligning future compensation with shareholder value.

Negative

• Insider sale of 2,051 shares at $39.69 may be viewed as a short-term confidence downtick, albeit modest in size.

Insights

Financial Analyst

TL;DR: Small insider sale (~$81k) with sizeable unvested holdings; neutral signal.

The 2,051-share sale equals less than 0.03 % of BWFG’s ~7 m share float, so liquidity impact is negligible. Insider still holds 18,334 restricted shares, indicating long-term alignment. No derivatives, no 10b5-1 plan, and no multiple officers involved. In isolation, the sale neither confirms bullish nor bearish sentiment; therefore I view the filing as immaterial to valuation.

Corporate Governance Expert

TL;DR: Routine Form 4; governance posture unchanged.

The transaction appears to be a one-off open-market sale with required disclosure. Retention of a substantial performance-based stake meets best-practice incentive design by linking pay to long-term performance. Absence of derivative trades or accelerated vesting limits governance red flags. Overall impact on shareholder interests is neutral.

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^*

Hildebrand Ryan Jason

(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)
	Chief Innovation Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		S		2,051	D	$39.69	0	D
Common Stock								15,000	D(1)
Common Stock								3,334	D(2)

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. 15,000 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.

2. 10,000 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 July 1, 2024 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 6,666 shares have vested.

Remarks:

	/s/ Angelo G. Fusaro, Attorney-in-Fact for Ryan J. Hildebrand	08/05/2025
	** 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

How many BWFG shares did the insider sell on 4-Aug-2025?

The filing shows a sale of 2,051 common shares.

At what price were the BWFG shares sold?

Shares were sold at an average price of $39.69.

What equity stake does the officer still hold after the sale?

He retains 15,000 performance restricted and 3,334 time-based restricted shares, totaling 18,334 unvested shares.

When will the 15,000 performance shares vest?

They cliff-vest on 7-Feb-2028, subject to meeting performance goals.

Were any derivative securities involved in this Form 4?

No, the filing reports no derivative securities acquired or disposed.

Does the filing mention a Rule 10b5-1 trading plan?

The checkbox for a 10b5-1 plan was not indicated as selected.