Bankwell Financial (NASDAQ: BWFG) director receives 1,455-share restricted stock grant

Rhea-AI Filing Summary

Bankwell Financial Group director Carl M. Porto reported an equity award of common stock. On February 9, 2026, he received 1,455 shares of restricted stock at $0 per share under the 2022 Stock Plan. These shares are scheduled to vest in three equal installments of 485 shares on February 7, 2027, February 7, 2028, and February 7, 2029.

After this grant, Porto directly holds several blocks of common stock, including 1,455 newly granted restricted shares and other vested holdings, as well as indirect holdings through a law firm pension plan and a deferred compensation plan. No derivative securities are reported.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Porto Carl M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,455	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,455 shares (Direct); Common Stock — 4,303 shares (Indirect, Law Firm Pension Plan)

Footnotes (1)

1. 1,455 shares of restricted stock granted on February 9, 2026, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan with 485 to vest on February 7, 2027. 485 will vest on February 7, 2028 and 485 will vest on February 7, 2029. 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, 1,200 shares have vested. 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, 1,066 shares have vested. 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. As of the filing date, 600 shares have vested.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/09/2026

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	02/09/2026		A		1,455	A	$0	1,455	D(1)
Common Stock								400	D(2)
Common Stock								534	D(3)
Common Stock								1,200	D(4)
Common Stock								4,303	I	Law Firm Pension Plan
Common Stock								21,307	I	Deferred Compensation Plan
Common Stock								22,398	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. 1,455 shares of restricted stock granted on February 9, 2026, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan with 485 to vest on February 7, 2027. 485 will vest on February 7, 2028 and 485 will vest on February 7, 2029.

2. 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, 1,200 shares have vested.

3. 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, 1,066 shares have vested.

4. 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. As of the filing date, 600 shares have vested.

Remarks:

	/s/ Angelo G. Fusaro, Attorney-in-Fact for Carl M. Porto	02/10/2026
	** 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 Bankwell Financial Group (BWFG) disclose about Carl M. Porto’s equity grant?

Bankwell Financial Group disclosed that director Carl M. Porto received 1,455 shares of restricted common stock on February 9, 2026. The award was granted under the 2022 Stock Plan and reported as acquired at a price of $0 per share, reflecting a compensatory stock grant.

How do the 1,455 restricted BWFG shares granted to Carl M. Porto vest?

The 1,455 restricted shares vest in three equal tranches of 485 shares. Vesting dates are scheduled for February 7, 2027, February 7, 2028, and February 7, 2029, tying the award to multi‑year continued service and alignment with Bankwell Financial Group’s long-term equity incentives.

What other Bankwell Financial Group (BWFG) share holdings does Carl M. Porto report?

Carl M. Porto reports additional direct holdings of Bankwell Financial Group common stock beyond the new 1,455 restricted shares. He also reports indirect ownership through a Law Firm Pension Plan and a Deferred Compensation Plan, reflecting both personal and benefit-plan related interests in BWFG stock.

Was any cash paid for Carl M. Porto’s new BWFG restricted stock grant?

No cash consideration was paid for the new restricted stock grant; it was recorded at $0 per share. This indicates the 1,455 Bankwell Financial Group shares were granted as equity compensation rather than purchased on the open market or through an option exercise.

Does Carl M. Porto report any BWFG derivative securities, such as options or warrants?

Carl M. Porto does not report any derivative securities in this filing. Table II, which would list options, warrants, or other derivatives, contains no entries, indicating his reported interests relate only to Bankwell Financial Group common stock and restricted stock awards.

Under which plans were Carl M. Porto’s BWFG restricted stock awards granted?

The newest 1,455 restricted shares were granted under the 2022 Bankwell Financial Group, Inc. Stock Plan. Earlier restricted stock awards referenced in the footnotes were granted under both the 2012 and 2022 Stock Plans, each with specified multi‑year vesting schedules tied to service.