[Form 4] Bankwell Financial Group Inc Insider Trading Activity

Rhea-AI Filing Summary

Blake S. Drexler, a director of Bankwell Financial Group, Inc. (BWFG), reported multiple changes in his beneficial ownership on a Form 4 filed for transactions dated 09/04/2025. The filing shows a purchase of 170 shares of common stock at $42.45 per share. It also reports several dispositions from various accounts and awards, including 1,200 shares disposed from a deferred compensation plan, 1,067 shares and 800 shares disposed under other listed entries, and 158,928 shares disposed associated with an IRA-401(k) entry. The filing lists indirect beneficial ownership positions (for example 36,649 shares and 58,224 shares) and describes restricted stock grants from 2021–2025 with vesting schedules and amounts in the explanations.

Positive

• Reported open-market purchase of 170 shares at $42.45, showing an insider purchase was executed
• Detailed vesting schedules disclosed for restricted stock grants from 2021–2025, improving transparency on compensation timing

Negative

• Large disposals reported, including 158,928 shares listed as disposed associated with an IRA-401(k) entry
• Multiple disposition entries (1,200; 1,067; 800 shares) reduce direct beneficial holdings reported on the form

Insights

Securities Analyst

TL;DR: Small open-market purchase amid multiple large disposals and existing indirect holdings; likely routine reporting of vesting and account transfers.

The Form 4 documents a modest purchase of 170 shares at $42.45 and numerous disposals across compensation and retirement accounts, plus disclosures of restricted stock grants with specified vesting schedules. From an insider-transaction perspective, the purchase size is immaterial relative to the large disposals reported; the filing primarily reconciles ownership and restricted award vesting. There is no derivative activity reported. The entry-level detail allows verification of compensation-related vesting and shifts between direct and indirect ownership forms but does not indicate change in control or material corporate actions.

Corporate Governance Expert

TL;DR: Filing provides transparency on compensation vesting and account movements; disclosures appear routine and compliant.

The explanatory notes disclose restricted stock grants from 2021, 2022 and 2023 with specific vesting tranches and amounts, which matches common equity-compensation practices for directors or executives. The combination of vested portions and disposals suggests reporting to reflect transfers or distributions from plans and retirement accounts. The Form 4 includes the attorney-in-fact signature indicating proper execution. No regulatory exceptions or unexplained entries are present in the text provided.

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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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^*

Drexler Blake S

(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		170	A	$42.45	36,649	I	Deferred Compensation Plan
Common Stock								1,200	D(1)
Common Stock								1,067	D(2)
Common Stock								800	D(3)
Common Stock								400	D(4)
Common Stock								58,224	I	Exercises Control
Common Stock								1,128	I	IRA-401(k)
Common Stock								158,928	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 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 Blake S. Drexler	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 transaction did Blake S. Drexler report on Form 4 for BWFG?

The filing reports a purchase of 170 shares of BWFG common stock on 09/04/2025 at a price of $42.45, plus multiple dispositions and ownership reconciliations.

How many shares were disposed and from which accounts in the BWFG Form 4?

The Form 4 lists dispositions of 1,200 shares from a deferred compensation plan, 1,067, 800 and 58,224 in other entries, and 158,928 associated with an IRA-401(k) entry, as reported.

Are there restricted stock grants disclosed in the BWFG Form 4?

Yes. Explanations list restricted stock grants from December 31, 2021, December 30, 2022, December 29, 2023, and February 7, 2025 with specified vesting tranches and amounts.

Does the Form 4 show any derivative transactions for BWFG?

No. The Form 4 content provided contains no entries in Table II for derivative securities; only non-derivative common stock transactions are reported.

Who signed the Form 4 for Blake S. Drexler?

The filing is signed by Angelo G. Fusaro, Attorney-in-Fact for Blake S. Drexler, dated 09/05/2025.