Bankwell (BWFG) president awarded stock, sells shares to cover tax bill

Rhea-AI Filing Summary

Bankwell Financial Group’s President and CBO Matt McNeill received new equity awards and sold shares to cover taxes. On February 9, 2026, he was granted 4,860 common shares at $0 under the 2022 stock plan. Half are time-based restricted stock, vesting in three annual installments starting February 7, 2027, and half are performance-based shares that may cliff vest on February 7, 2029 if goals are met.

He also received 1,143 shares that granted and vested the same day, tied to additional 2023–2024 performance shares. To cover tax liabilities on a total of 8,462 vested shares, 3,794 shares were sold through a company cashless program at about $49.83, leaving 45,019 directly held shares plus separate restricted and performance awards of 3,588 and 15,000 shares under the same 2022 plan.

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^*

McNeill Matt

(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)
	President & CBO

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		4,860	A	$0	4,860	D(1)
Common Stock	02/09/2026		A		1,143	A	$0	48,813	D(2)
Common Stock	02/09/2026		S		3,794	D	$49.83	45,019	D(3)(4)
Common Stock								3,588	D(5)
Common Stock								15,000	D(6)

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. 4,860 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,430 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2027 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,430 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved.

2. 1,143 shares were granted and vested on February 9, 2026. These shares were related to 2023 and 2024 additional performance shares.

3. 3,794 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 8,462 shares.

4. Range of reported sale price is $49.44 - $50.21. Reporting person agrees to provide individual transaction information to SEC upon request.

5. 10,768 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 5,384 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2025 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 5,384 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the vesting date, 1,795 restricted stock shares vested, 1,795 performance based shares vested, and 621 additional performance based shares vested.

6. 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.

Remarks:

	/s/ Angelo Fusaro, Attorney-in-Fact for Matt McNeill	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BWFG President Matt McNeill report on February 9, 2026?

Matt McNeill reported a mix of stock grants and a tax-related sale. He received 4,860 new shares, 1,143 immediately vested shares, and sold 3,794 shares via a company cashless program to cover taxes on 8,462 vested shares.

How many Bankwell (BWFG) shares were granted to Matt McNeill under the 2022 stock plan?

McNeill was granted 4,860 shares on February 9, 2026. These consist of 2,430 time-based restricted shares vesting over three years starting February 7, 2027, and 2,430 performance-based shares that may cliff vest on February 7, 2029 if goals are achieved.

Why did Matt McNeill sell 3,794 shares of Bankwell Financial Group (BWFG)?

The 3,794 shares were sold to cover tax liabilities. They were withheld and sold through a company-sponsored cashless stock exercise program, related to the vesting of a total of 8,462 shares under the Bankwell 2022 stock plan.

What vesting schedule applies to Matt McNeill’s new BWFG restricted stock grant?

Half of the 4,860-share grant vests in three annual installments. 2,430 restricted shares vest in substantially equal amounts each year starting February 7, 2027, with additional performance-based shares potentially vesting on February 7, 2029 if performance goals are met.

How many BWFG shares does Matt McNeill directly hold after these transactions?

After the reported transactions, McNeill directly holds 45,019 common shares. He also has separate restricted and performance awards of 3,588 shares and 15,000 performance-based shares under the 2022 stock plan, subject to future vesting conditions.

What additional performance-based BWFG stock awards does Matt McNeill have outstanding?

McNeill has 3,588 and 15,000 performance-related shares outstanding. The 3,588 shares relate to prior 10,768-share grants under the 2022 plan, while the 15,000-share award cliff vests on February 7, 2028 if the specified performance goals are achieved.