[Form 4] Bankwell Financial Group Inc Insider Trading Activity

Rhea-AI Filing Summary

Carl M. Porto, a director of Bankwell Financial Group, Inc. (BWFG), reported an insider purchase and several dispositions on this Form 4. The filing shows a purchase of 506 shares of common stock on 09/04/2025 at $42.45 per share, recorded with transaction code "P." After the reported transactions, the filing lists 20,837 shares beneficially owned (reported as indirect ownership). The form also records dispositions: 1,800 shares, 1,067 shares, 800 shares, 400 shares and a separate line showing 20,465 shares disposed to a Law Firm Pension Plan. The filing is signed by Angelo G. Fusaro as attorney-in-fact for Mr. Porto.

Positive

• Director purchase disclosed: 506 shares acquired on 09/04/2025 at $42.45 (transaction code P)
• Clear reporting: Form 4 includes explanatory footnotes on restricted stock grants and vesting schedules

Negative

• Large disposition recorded: 20,465 shares disposed to a Law Firm Pension Plan (reported as D)
• Multiple other dispositions: 1,800; 1,067; 800; and 400 shares reported as disposals, reducing directly held share counts

Insights

Financial Analyst

TL;DR: Director purchased 506 shares at $42.45, modest buy versus total reported holdings of 20,837 shares; multiple disposals also reported.

The reported purchase of 506 shares at $42.45 is explicit and represents a limited open-market acquisition based on the Form 4. The filing also documents several dispositions including a 20,465-share disposition linked to a Law Firm Pension Plan and smaller dispositions totaling 4,067 shares across other lines. The net effect on beneficial ownership is shown as 20,837 shares indirect after the transactions. These are transaction-level disclosures; the filing does not state motives, net change in percentage ownership, or whether dispositions are transfers to plans or sales, so materiality to valuation cannot be determined solely from this Form 4.

Corporate Governance Expert

TL;DR: Director-level insider activity disclosed with both purchase and multiple disposals; all actions documented under Section 16 reporting rules.

The Form 4 properly identifies the reporting person as a director and records a purchase (code P) and several dispositions (code D), including a transfer involving a Law Firm Pension Plan. The filing includes explanatory footnotes describing restricted stock grants and vesting schedules for prior grants, but does not provide any declaration of intent or plan language. The signature by an attorney-in-fact is present and dated, meeting procedural requirements for the filing.

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

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OMB Number:			3235-0287
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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^*

Porto Carl M

(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		506	A	$42.45	20,837	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								4,303	I	Law Firm Pension Plan
Common Stock								20,465	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 31, 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 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 vested 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 Carl M. Porto	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 Carl M. Porto report on the Form 4 for BWFG?

The Form 4 reports a purchase of 506 shares at $42.45 on 09/04/2025 and several dispositions including a 20,465-share disposition to a Law Firm Pension Plan.

How many shares does the filing show Mr. Porto beneficially owns after the transactions?

The filing shows 20,837 shares beneficially owned following the reported transactions (reported as indirect ownership).

Were the disposals related to restricted stock grants?

The filing includes explanatory notes describing restricted stock grants from 2021–2025 with vesting schedules, but the Form 4 lists those items under dispositions; no sale prices or reasons are stated.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Angelo G. Fusaro, Attorney-in-Fact for Carl M. Porto on 09/05/2025.

What price was paid for the reported purchase?

The reported purchase price was $42.45 per share for the 506-share acquisition.