BWFG officer sells shares to cover tax on vesting

Bankwell Financial Group, Inc. Chief Innovation Officer Ryan Jason Hildebrand reported a share sale tied to tax withholding on recently vested stock.

Rhea-AI Filing Summary

Bankwell Financial Group, Inc. Chief Innovation Officer Ryan Jason Hildebrand reported a share sale tied to tax withholding on recently vested stock. On July 1, 2026, 1,088 shares of common stock were sold at $58.48 per share through the company’s cashless stock exercise program to cover tax liabilities on the vesting of 3,334 shares.

After this transaction, he directly holds 2,246 common shares. In addition, he holds 15,000 performance restricted shares granted under the 2022 Stock Plan, which have a three-year cliff vesting on February 7, 2028 if performance goals are met. He also holds 3,116 restricted and performance restricted shares from the same plan, with half vesting in three equal annual installments starting February 7, 2027 and half subject to three-year cliff vesting on February 7, 2029 based on performance.

Insights

Equity compensation analyst

Routine tax-related sale linked to stock vesting; no strong signal.

The filing shows Chief Innovation Officer Ryan Jason Hildebrand selling 1,088 Bankwell Financial Group common shares at $58.48 per share. A footnote explains these shares were sold through a company cashless stock exercise program to cover tax obligations on vesting of 3,334 shares.

This pattern is typical for equity compensation and does not indicate a discretionary reduction in ownership. After the sale, he holds 2,246 common shares plus substantial unvested awards, including 15,000 performance restricted shares vesting on February 7, 2028 and 3,116 restricted/performance shares vesting between 2027 and 2029.

Insider Trade Summary

Net Seller: 1,088 shares

Net Sell 3 txns

Insider Hildebrand Ryan Jason

Role Chief Innovation Officer

Sold 1,088 shs ($64K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,088	$58.48	$64K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 20,362 shares (Direct)

Footnotes (4)

1. F1. 1,088 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 3,334 shares.
2. F2. Range of reported sale price is $58.19 - $58.70. Reporting person agrees to provide individual transaction information to SEC upon request.
3. F3. 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.
4. F4. 3,116 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,558 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. 1,558 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved

Key Figures

Shares sold for taxes: 1,088 shares Sale price per share: $58.48 per share Shares vested: 3,334 shares +3 more

6 metrics

Shares sold for taxes 1,088 shares Sold via cashless stock exercise program to cover tax liability

Sale price per share $58.48 per share Price for 1,088 common shares sold on July 1, 2026

Shares vested 3,334 shares Total shares vesting that triggered the tax liability

Shares held after transaction 2,246 shares Direct common stock holdings following the sale

Performance restricted shares 15,000 shares Three-year cliff vesting on February 7, 2028 if performance goals are achieved

Additional restricted/performance shares 3,116 shares Restricted and performance restricted stock vesting 2027–2029

Key Terms

cashless stock exercise program, performance restricted stock, three year cliff vesting, restricted stock, +1 more

5 terms

cashless stock exercise program financial

"shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability"

performance restricted stock financial

"These shares are performance restricted stock with a three year cliff vesting on February 7, 2028"

three year cliff vesting financial

"performance restricted stock with a three year cliff vesting on February 7, 2028"

restricted stock financial

"1,558 of those shares are restricted stock that will vest in three substantially equal annual installments"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Stock Plan financial

"granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BWFG’s Chief Innovation Officer report?

The Chief Innovation Officer reported selling 1,088 shares of Bankwell Financial Group common stock at $58.48 per share. According to the filing, these shares were sold through a company cashless stock exercise program specifically to cover tax liabilities from the vesting of 3,334 shares.

Was the BWFG insider sale a discretionary sale or for taxes?

The filing states the sale was tax-related, not discretionary. It explains that 1,088 shares were withheld and sold through the company’s cashless stock exercise program solely to cover the tax liability associated with vesting of a total of 3,334 shares.

How many BWFG shares does the insider hold after this Form 4?

Following the reported transaction, the insider directly holds 2,246 shares of Bankwell Financial Group common stock. The filing also shows additional unvested awards: 15,000 performance restricted shares and 3,116 restricted and performance restricted shares under the 2022 Stock Plan.

What are the vesting terms of the 15,000 BWFG performance restricted shares?

The 15,000 Bankwell Financial Group performance restricted shares were granted under the 2022 Stock Plan. They have a three-year cliff vesting schedule, vesting on February 7, 2028, if the specified performance goals are achieved, as described directly in the Form 4 footnote.

How do the 3,116 BWFG restricted and performance shares vest?

The 3,116 shares are split between restricted and performance restricted stock under the 2022 Stock Plan. Half vest in three substantially equal annual installments beginning February 7, 2027, while the remaining half are performance restricted shares vesting on February 7, 2029, if the performance goal is achieved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 02:03 PM Learn about SEC filing dates

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^*

Hildebrand Ryan Jason

(Last) (First) (Middle)

C/O BANKWELL FINANCIAL GROUP, INC.

258 ELM STREET

(Street)

NEW CANAAN CONNECTICUT 06840

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Innovation Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		S		1,088(1)	D	$58.48(2)	2,246	D
Common Stock								15,000	D(3)
Common Stock								3,116	D(4)

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. 1,088 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 3,334 shares.

2. Range of reported sale price is $58.19 - $58.70. Reporting person agrees to provide individual transaction information to SEC upon request.

3. 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.

4. 3,116 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,558 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. 1,558 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved

Remarks:

	/s/ Angelo G. Fusaro, Attorney-in-Fact for Ryan J. Hildebrand	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)