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

Rhea-AI Filing Summary

Bankwell Financial Group, Inc. (BWFG) reported an equity award to its CEO on a Form 4. On 11/18/2025, the CEO received 22,500 shares of common stock at a price of $0, granted under the 2022 Bankwell Financial Group, Inc. Stock Plan. These are performance restricted shares with a three-year cliff vesting on February 7, 2028, and they vest only if stated performance goals are achieved.

The filing also describes prior equity awards under the same plan that include time-based restricted stock vesting in three equal annual installments and additional performance restricted stock that may vest if separate performance goals are met. Some shares are held through an IRA and some are jointly owned with the CEO’s spouse, reflecting both incentive alignment and personal investment in the company’s stock.

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^*

Gruseke Christopher R

(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)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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	11/18/2025		A		22,500	A	$0	22,500	D(1)
Common Stock								9,136	D(2)
Common Stock								5,181	D(3)
Common Stock								12,500	I	IRA
Common Stock								165,938	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. 22,500 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.

2. 13,704 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 6,852 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. 6,852 of those shares are performance restricted stock and may vest when and if the performance goal is achieved.

3. 15,543 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 7,772 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2024 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 7,771 of those shares are performance restricted stock and may vest when and if the performance goal is achieved.

4. 62,287 shares reported are owned jointly with spouse.

Remarks:

	/s/ Angelo G. Fusaro, Attorney-in-Fact for Christopher R. Gruseke	11/19/2025
	** 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).
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 equity award did BWFG's CEO receive on 11/18/2025?

The CEO of Bankwell Financial Group, Inc. (BWFG) received 22,500 shares of common stock on 11/18/2025, granted under the 2022 Bankwell Financial Group, Inc. Stock Plan at a price of $0.

How do the new 22,500 BWFG shares for the CEO vest?

The 22,500 shares are performance restricted stock with a three-year cliff vesting on February 7, 2028, and they vest only if the specified performance goals are achieved.

What other restricted stock awards has the BWFG CEO received under the 2022 plan?

The CEO previously received 13,704 shares and 15,543 shares under the 2022 plan. Each grant is split between time-based restricted stock that vests in three equal annual installments and performance restricted stock that may vest if performance goals are achieved.

When do the earlier time-based restricted BWFG shares vest for the CEO?

For the 13,704-share award, 6,852 restricted shares vest in three substantially equal annual installments starting on February 7, 2025. For the 15,543-share award, 7,772 restricted shares vest in three substantially equal annual installments starting on February 7, 2024.

What are performance restricted BWFG shares in the CEO's awards?

Performance restricted shares are stock granted under the 2022 plan that may vest when and if specified performance goals are achieved, rather than vesting solely based on time.

Does the BWFG CEO hold any shares indirectly or with a spouse?

Yes. The filing notes shares held through an IRA and a separate block of shares that are owned jointly with the CEO’s spouse, indicating both direct and indirect beneficial ownership.