[Form 4] Bankwell Financial Group Inc Insider Trading Activity

Rhea-AI Filing Summary

Eric J. Dale, a director of Bankwell Financial Group, Inc. (BWFG), purchased 819 shares of common stock on 09/04/2025 at $42.45 per share and, after the transaction, beneficially owns 40,550 shares indirectly through a deferred compensation plan. The Form 4 also reports dispositions of restricted shares: 1,800 shares from a February 7, 2025 grant (vesting schedule noted), 1,067 shares from a December 29, 2023 grant (533 vested as of filing), 800 shares from a December 30, 2022 grant (800 vested as of filing), and 400 shares from a December 31, 2021 grant (1,200 vested as of filing). The filing was signed by an attorney-in-fact on 09/05/2025.

Positive

• Insider purchase: Eric J. Dale acquired 819 shares at $42.45, indicating personal investment in BWFG.
• Substantial beneficial ownership: Reporting shows 40,550 shares beneficially owned indirectly via a deferred compensation plan.

Negative

• Restricted-stock dispositions/vestings: Multiple restricted-stock items are reported as disposed or vested (totaling reported reductions including 1,800; 1,067; 800; 400), which reduces unvested equity holdings.
• No context on market impact: The transactions are modest and there is no company-level explanation of materiality in the filing.

Insights

Securities Analyst

TL;DR: Director purchased a modest number of shares while several restricted-stock tranches were recorded as disposed or vested.

The director's open-market purchase of 819 shares at $42.45 signals a personal investment into BWFG, increasing indirect beneficial ownership to 40,550 shares held via a deferred compensation plan. The Form 4 simultaneously documents multiple restricted-stock items moving out of the director's reported holdings, with detailed vesting schedules for grants from 2021 through 2025 and noted vesting amounts already realized. These combined entries reflect routine insider compensation vesting and an additional purchase rather than a material change in control or capital structure.

Corporate Governance Expert

TL;DR: Transactions reflect standard equity compensation vesting and a small open-market buy, not a governance event.

The disclosures describe restricted stock grants subject to multi-year vesting schedules and vesting events already occurred for portions of prior grants. The reported purchase is modest relative to total share counts typical for publicly traded banks and does not indicate an extraordinary governance development. Documentation includes attorney-in-fact signature, which is common for timely filings.

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
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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^*

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)
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		819	A	$42.45	40,550	I	Deferred Compensation Plan
Common Stock								1,800	D(1)
Common Stock								1,067	D(2)
Common Stock								800	D(3)
Common Stock								400	D(4)
Common Stock								35,397	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. 1,800 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 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, 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 Eric J. Dale	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 did Eric J. Dale report on Form 4 for BWFG?

He purchased 819 shares of common stock on 09/04/2025 at $42.45 and reports 40,550 shares beneficially owned indirectly.

Were any restricted shares vested or disposed according to the Form 4?

Yes. The filing lists restricted-stock items from 2021, 2022, 2023, and 2025 with specified vesting schedules and reported dispositions/vestings totaling the amounts disclosed.

How many shares did the director own after the reported transaction?

40,550 shares beneficially owned following the reported purchase, held indirectly through a deferred compensation plan.

At what price were the shares purchased?

$42.45 per share for the 819-share acquisition on 09/04/2025.

Who signed the Form 4 for Eric J. Dale?

Angelo G. Fusaro, Attorney-in-Fact, signed the filing on 09/05/2025.