[Form 4] Bankwell Financial Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Lawrence B. Seidman, a director of Bankwell Financial Group, Inc. (BWFG), reported multiple transactions on 09/12/2025. The filing shows purchases totaling 17,000 common shares across six entities at prices between $45.91 and $45.93 per share. The report also records dispositions of 19,405 shares associated with restricted stock vesting and a deferred compensation plan. Aggregating the transactions, the report shows a net decrease of 2,405 shares on that date across the reporting person’s holdings.

The record lists the beneficial ownership balances for each reporting entity after the purchases (for example, 194,509, 133,370, 172,234, 114,199, 129,711, and 21,419 shares). Explanatory notes specify the restricted stock grants, vesting schedules, and the number of shares vested as of the filing date.

Positive

• 17,000 shares acquired on 09/12/2025 across six entities at approximately $45.91–$45.93 per share
• Detailed disclosure of post-transaction beneficial ownership balances for each reporting entity
• Explanations provided for restricted stock grants and vesting schedules (2021–2025 grants described)

Negative

• 19,405 shares disposed on the filing date (including restricted stock vesting and deferred compensation plan distributions)
• Net decrease of 2,405 shares when aggregating reported acquisitions and dispositions on 09/12/2025

Insights

Securities Analyst

TL;DR: Insider activity shows sizeable buys and vesting-related disposals, resulting in a small net reduction of shares.

The filing documents significant open-market purchases totaling 17,000 shares at roughly $45.91 per share and disposals of 19,405 shares tied to restricted stock vesting and a deferred compensation plan. For investors, the purchases across multiple controlled entities confirm continued acquisition activity by the reporting person, while the disposals appear primarily administrative (vesting and plan distributions) rather than outright sales for liquidity. The net change is a modest -2,405 shares, and reported post-transaction beneficial holdings remain substantial across entities, indicating sustained insider exposure.

Corporate Governance Expert

TL;DR: Transactions reflect routine insider holdings management with vesting events and planned purchases; not a material governance red flag.

The Form 4 combines purchases (Code P) and multiple dispositions labeled as vesting or plan-related. The explanatory remarks clearly describe restricted stock grants from 2021–2025 and the vesting schedule, supporting that many dispositions relate to vesting mechanics rather than opportunistic sales. Reporting across several affiliated entities is transparent and accompanied by post-transaction holding totals, which aids oversight. Impact on governance is neutral given the administrative nature and ongoing disclosure.

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

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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).

1. Name and Address of Reporting Person^*

SEIDMAN LAWRENCE B

(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)
09/12/2025

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	09/12/2025		P		7,112	A	$45.91	194,509	I	By Seidman and Associates, L.L.C.
Common Stock	09/12/2025		P		2,321	A	$45.91	133,370	I	By Seidman Investment Partnership, L.P.
Common Stock	09/12/2025		P		1,411	A	$45.92	172,234	I	By Seidman Investment Partnership II, L.P.
Common Stock	09/12/2025		P		4,173	A	$45.91	114,199	I	By LSBK06-08, L.L.C.
Common Stock	09/12/2025		P		1,163	A	$45.92	129,711	I	By Broad Park Investors, L.L.C.
Common Stock	09/12/2025		P		820	A	$45.93	21,419	I	By Chewy Gooey Cookies, L.P.
Common Stock								1,800	D(1)
Common Stock								1,067	D(2)
Common Stock								800	D(3)
Common Stock								400	D(4)
Common Stock								3,775	I	Deferred Compensation Plan
Common Stock								15,338	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 vesting 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 vesting 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 Lawrence B. Seidman	09/15/2025
	** 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).
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FAQ

What insider transactions did BWFG director Lawrence B. Seidman report on 09/12/2025?

The Form 4 reports purchases of 17,000 common shares at about $45.91–$45.93 per share and dispositions of 19,405 shares related to restricted stock vesting and a deferred compensation plan.

How many shares were acquired and at what price in the BWFG Form 4?

The filing shows total acquisitions of 17,000 shares on 09/12/2025 with prices ranging from $45.91 to $45.93 per share.

What is the net change in Seidman’s holdings reported on this Form 4?

Aggregating the reported purchases and disposals produces a net decrease of 2,405 shares on the reported date.

Do the disposals represent open-market sales or other events?

The explanatory notes indicate the disposals are associated with restricted stock grants and vesting schedules and a deferred compensation plan, as described in the filing.

Are post-transaction beneficial ownership amounts disclosed?

Yes; the Form 4 lists post-transaction beneficial ownership for each reporting entity, including amounts such as 194,509, 133,370, 172,234, 114,199, 129,711, and 21,419 shares.