Bankwell Financial (NASDAQ: BWFG) CFO awarded stock, sells shares to cover tax liability

Rhea-AI Filing Summary

Bankwell Financial Group EVP & CFO Courtney E. Sacchetti reported equity compensation and a related share sale in common stock of Bankwell Financial Group, Inc.

On February 9, 2026, Sacchetti received 1,994 common shares at $0 under the 2022 Stock Plan. According to the footnotes, 997 of these are time-based restricted stock vesting in three annual installments starting February 7, 2027, and 997 are performance restricted stock with a three-year cliff vesting on February 7, 2029 if performance goals are achieved.

Also on February 9, 2026, Sacchetti was granted and vested an additional 245 shares tied to 2024 and 2025 performance. To cover tax liabilities for vesting a total of 2,220 shares, 1,062 shares were withheld and sold through a company-sponsored cashless stock exercise program at a reported price of $49.79 per share, within a range of $49.47–$50.21. Following these transactions, Sacchetti reported direct ownership positions across several restricted and performance-based stock grants with varying vesting schedules.

Insider Trade Summary

Net Seller: 1,062 shares ($52,877)

Net Sell 7 txns

Insider Sacchetti Courtney E

Role EVP & Chief Financial Officer

Sold 1,062 shs ($53K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,994	$0.00	--
Grant/Award	Common Stock	245	$0.00	--
Sale	Common Stock	1,062	$49.79	$53K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,994 shares (Direct)

Footnotes (1)

1. 1,994 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 997 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. 997 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved. 245 shares were granted and vested on February 9, 2026. These shares were related to 2024 and 2025 additional performance shares. Range of reported sale price is $49.47 - $50.21. Reporting person agrees to provide individual transaction information to SEC upon request. 1,062 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 2,220 shares. 1,500 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in four substantially equal annual installments, with the first installment vested on February 7, 2024 and the second, third and fourth installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 1,125 shares have vested. 2,936 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,468 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. 1,468 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the filing date, 978 common shares vested and 653 performance shares have vested. 325 performance shares have been forfeited. 436 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 two year cliff vesting on February 7, 2027 if the performance goals are achieved. 1,308 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 654 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2026 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the vesting date, 218 shares have vested. 654 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2028 if the performance goal is achieved.

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^*

Sacchetti Courtney E

(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)
	EVP & Chief Financial Officer

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		1,994	A	$0	1,994	D(1)
Common Stock	02/09/2026		A		245	A	$0	4,263	D(2)
Common Stock	02/09/2026		S		1,062	D	$49.79(3)	3,201	D(4)
Common Stock								375	D(5)
Common Stock								980	D(6)
Common Stock								436	D(7)
Common Stock								1,090	D(8)

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. 1,994 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 997 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. 997 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved.

2. 245 shares were granted and vested on February 9, 2026. These shares were related to 2024 and 2025 additional performance shares.

3. Range of reported sale price is $49.47 - $50.21. Reporting person agrees to provide individual transaction information to SEC upon request.

4. 1,062 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 2,220 shares.

5. 1,500 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in four substantially equal annual installments, with the first installment vested on February 7, 2024 and the second, third and fourth installments to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 1,125 shares have vested.

6. 2,936 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,468 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. 1,468 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the filing date, 978 common shares vested and 653 performance shares have vested. 325 performance shares have been forfeited.

7. 436 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 two year cliff vesting on February 7, 2027 if the performance goals are achieved.

8. 1,308 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 654 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2026 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the vesting date, 218 shares have vested. 654 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2028 if the performance goal is achieved.

Remarks:

	/s/ Courtney E. Sacchetti	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).
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FAQ

What did BWFG CFO Courtney Sacchetti report in this Form 4 filing?

Courtney E. Sacchetti reported stock-based compensation and a related share sale. She received 1,994 common shares at $0 and 245 vested performance-related shares, and 1,062 shares were sold via a company cashless program to cover tax liabilities on vested stock.

How many BWFG shares were granted to the CFO on February 9, 2026?

On February 9, 2026, the CFO received 1,994 Bankwell Financial Group common shares at $0 under the 2022 Stock Plan. Half are time-based restricted stock vesting annually from February 7, 2027, and half are performance restricted stock with cliff vesting on February 7, 2029.

What performance-related BWFG shares vested for the CFO in this filing?

The filing states that 245 shares were granted and vested on February 9, 2026. These shares relate to additional performance shares for 2024 and 2025, reflecting previously earned incentives that converted into vested common stock on that date.

How many BWFG shares did the CFO sell and at what price?

The CFO had 1,062 common shares sold on February 9, 2026 at a reported price of $49.79 per share, within a range of $49.47 to $50.21. The footnotes explain these shares were withheld and sold to cover tax liabilities on vested shares.

Why were 1,062 BWFG shares sold through a cashless program?

According to the filing, 1,062 shares were withheld and sold through the company-sponsored cashless stock exercise program. The stated purpose was to cover the tax liability arising from the vesting of a total of 2,220 shares held by the CFO.

What are the vesting terms for the CFO’s new 1,994 BWFG-share grant?

The 1,994-share grant splits evenly between time-based and performance restricted stock. 997 restricted shares vest in three annual installments starting February 7, 2027, while 997 performance shares have a three-year cliff vesting on February 7, 2029, contingent on achieving the performance goal.