Bankwell (BWFG) officer awarded shares, sells stock for taxes

Rhea-AI Filing Summary

Bankwell Financial Group EVP & Chief Credit Officer Christine Chivily reported multiple stock transactions on February 9, 2026. She received 2,054 shares under the 2022 stock plan, split between time-based restricted stock vesting from February 7, 2027 and performance shares that may cliff vest on February 7, 2029 if goals are met.

She also received and immediately vested 581 performance-related shares tied to 2023–2025 awards. To cover tax liabilities on a total of 4,232 vested shares, 1,985 shares were withheld and sold through a company cashless program at prices ranging from $49.38 to $50.15, leaving her with 16,186 directly held common shares plus previously granted restricted and performance awards.

Insider Trade Summary

Net Seller: 1,985 shares ($98,853)

Net Sell 6 txns

Insider Chivily Christine

Role EVP & Chief Credit Officer

Sold 1,985 shs ($99K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,054	$0.00	--
Grant/Award	Common Stock	581	$0.00	--
Sale	Common Stock	1,985	$49.80	$99K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,054 shares (Direct)

Footnotes (1)

1. 2,054 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,057 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. 1,057 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved. 581 shares were granted and vested on February 9, 2026. These shares were related to 2023, 2024, and 2025 additional performance shares. Range of reported sale price is $49.38 - $50.15. Reporting person agrees to provide individual transaction information to SEC upon request. 1,985 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 4,232 shares. 4,894 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,447 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. 2,447 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. 490 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. 1,470 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 735 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. 735 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2028 if the performance goals are achieved. As of the vesting date, 245 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^*

Chivily Christine

(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 Credit 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		2,054	A	$0	2,054	D(1)
Common Stock	02/09/2026		A		581	A	$0	18,171	D(2)
Common Stock	02/09/2026		S		1,985	D	$49.8(3)	16,186	D(4)
Common Stock								1,630	D(5)
Common Stock								490	D(6)
Common Stock								1,225	D(7)

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. 2,054 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,057 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. 1,057 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved.

2. 581 shares were granted and vested on February 9, 2026. These shares were related to 2023, 2024, and 2025 additional performance shares.

3. Range of reported sale price is $49.38 - $50.15. Reporting person agrees to provide individual transaction information to SEC upon request.

4. 1,985 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 4,232 shares.

5. 4,894 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,447 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. 2,447 of those shares are performance restricted stock and may vest when and if the performance goal is achieved.

6. 490 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.

7. 1,470 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 735 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. 735 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2028 if the performance goals are achieved. As of the vesting date, 245 shares have vested.

Remarks:

	/s/ Angelo G. Fusaro, Attorney-in-Fact for Christine Chivily	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 insider activity did BWFG executive Christine Chivily report?

Christine Chivily reported new stock grants and a tax-related share sale. She received 2,054 shares under the 2022 stock plan and 581 vested performance shares, and 1,985 shares were sold via a company cashless program to cover tax liabilities on vested stock.

How many BWFG shares did Christine Chivily sell and at what price?

She sold 1,985 Bankwell Financial Group shares on February 9, 2026. The sale occurred through a company cashless program at prices ranging from $49.38 to $50.15 per share, specifically to cover tax liabilities arising from the vesting of 4,232 total shares.

What stock awards did Christine Chivily receive under BWFG’s 2022 Stock Plan?

She received 2,054 shares under the 2022 Stock Plan. Half are time-based restricted stock vesting in three annual installments starting February 7, 2027, and half are performance restricted stock that may cliff vest on February 7, 2029 if stated performance goals are achieved.

How many BWFG shares does Christine Chivily own after these transactions?

After the reported sale, she directly owns 16,186 common shares. She also holds additional restricted and performance-based awards, including grants of 1,630, 490, and 1,225 shares under the 2022 Stock Plan, which vest over time or upon achievement of performance goals.

Were any of Christine Chivily’s BWFG awards performance-based?

Yes, several awards are performance-based. The 2,054-share grant includes 1,057 performance restricted shares that may cliff vest in 2029, and separate grants of 490 and 1,470 shares also include performance restricted stock that vest only if specified performance goals are achieved.