Bankwell Financial Group (BWFG) EVP awarded shares, sells 1,876

Rhea-AI Filing Summary

Bankwell Financial Group EVP & Chief Risk Officer Steven H. Brunner reported stock-based compensation and related share sales on February 9, 2026. He received 1,558 common shares at $0 under the 2022 Stock Plan, split between time-vested restricted stock and performance-based restricted stock with vesting dates in 2027 and 2029, if goals are met. He was also granted and vested an additional 518 shares tied to 2023–2025 performance awards.

To cover tax liabilities on the vesting of 3,717 shares, 1,876 shares were withheld and sold through the company-sponsored cashless stock exercise program at an average price of about $49.85, within a reported range of $49.52–$50.26. Following these transactions, Brunner continued to hold several blocks of Bankwell common stock directly.

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).

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^*

Brunner Steven H

(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 Risk 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		1,558	A	$0	1,558	D(1)
Common Stock	02/09/2026		A		518	A	$0	5,265	D(2)
Common Stock	02/09/2026		S		1,876	D	$49.85(3)	3,389	D(4)
Common Stock								1,630	D(5)
Common Stock								498	D(6)
Common Stock								1,244	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. 1,558 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 779 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. 779 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2029 if the performance goal is achieved.

2. 518 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 $49.52 - $50.26. Reporting person agrees to provide individual transaction information to SEC upon request.

4. 1,876 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 3,717 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. As of the filing date, 1,632 restricted shares have vested, 816 performance shares vested, and 542 performance shares have been forfeited. 282 additional performance shares vested.

6. 498 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. 1,493 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 746 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. 746 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, 249 shares have vested.

Remarks:

	/s/ Steven H. Brunner	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).
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FAQ

What insider transactions did BWFG executive Steven H. Brunner report on February 9, 2026?

Steven H. Brunner reported stock grants and a related share sale. He received 1,558 Bankwell Financial Group shares and 518 additional performance-related shares, then had 1,876 shares sold through a company cashless stock exercise program to cover tax liabilities on vesting shares.

How many Bankwell Financial Group (BWFG) shares were granted to Steven H. Brunner in this Form 4 filing?

The filing shows Brunner receiving 1,558 shares under the 2022 Stock Plan and 518 additional performance-related shares. The 1,558-share grant includes both restricted stock and performance restricted stock with multi-year vesting schedules tied to time and performance goals.

What are the vesting terms for Steven H. Brunner’s 1,558-share BWFG grant?

Of the 1,558 shares, 779 are restricted stock vesting in three equal annual installments starting February 7, 2027. The remaining 779 are performance restricted stock that cliff vest on February 7, 2029, contingent on achieving a specified performance goal under the 2022 Stock Plan.

Why were 1,876 BWFG shares sold in Steven H. Brunner’s February 2026 transaction?

The 1,876 shares were withheld and sold through Bankwell’s company-sponsored cashless stock exercise program. According to the filing, they were sold specifically to cover the tax liability associated with vesting a total of 3,717 Bankwell Financial Group shares.

What sale price range was reported for Steven H. Brunner’s 1,876 BWFG shares sold?

The reported sale price range for the 1,876 Bankwell Financial Group shares was $49.52 to $50.26 per share. The filing notes an average reported price of $49.85 and states Brunner will provide detailed transaction information to the SEC upon request.

What is the role of the 2022 Bankwell Financial Group Stock Plan in Steven H. Brunner’s BWFG holdings?

The 2022 Bankwell Financial Group Stock Plan is the source of multiple grants reported by Brunner. It provided the 1,558-share award, the 498-share performance restricted grant, and other restricted and performance stock awards with various vesting schedules tied to time and performance conditions.

Does Steven H. Brunner hold BWFG shares directly or indirectly after these transactions?

The Form 4 indicates that Brunner’s reported Bankwell Financial Group common stock positions are held directly. The ownership form for the reported post-transaction share amounts is marked as “D” for direct, with no separate indirect ownership nature described in the filing.