Bankwell Financial (NASDAQ: BWFG) director receives 1,455-share stock grant

Rhea-AI Filing Summary

Bankwell Financial Group director Jeffrey R. Dunne received an equity grant of 1,455 shares of common stock on February 9, 2026. The shares are restricted stock issued under the 2022 Bankwell Financial Group, Inc. Stock Plan at a stated price of $0 per share.

The grant vests in three equal installments of 485 shares on February 7, 2027, February 7, 2028, and February 7, 2029, aligning compensation with longer-term service. Following the transaction, he directly holds 1,455 restricted shares, along with other direct and indirect common stock holdings reported in the filing.

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

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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^*

Dunne Jeffrey 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		1,455	A	$0	1,455	D(1)
Common Stock								534	D(2)
Common Stock								1,200	D(3)
Common Stock								5,448	I	Deferred Compensation Plan
Common Stock								4,166	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. 1,455 shares of restricted stock granted on February 9, 2026, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan with 485 to vest on February 7, 2027. 485 will vest on February 7, 2028 and 485 will vest on February 7, 2029.

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, 1,066 shares have vested.

3. 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. As of the filing date, 600 shares have vested.

Remarks:

	s/ Angelo G. Fusaro Attorney-in-Fact for Jeffrey R. Dunne	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.
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FAQ

What did BWFG director Jeffrey R. Dunne report on this Form 4?

Jeffrey R. Dunne reported receiving 1,455 shares of restricted common stock of Bankwell Financial Group, Inc. on February 9, 2026. The grant was made under the 2022 Stock Plan as equity compensation for his service as a director, with multi‑year vesting.

How many BWFG shares were granted to Jeffrey R. Dunne and at what price?

He was granted 1,455 shares of restricted Bankwell Financial Group common stock at a stated price of $0 per share. This represents an equity award rather than an open-market purchase, reflecting stock-based compensation instead of a cash-funded share acquisition.

What is the vesting schedule for Jeffrey R. Dunne’s 2026 restricted stock grant at BWFG?

The 1,455-share restricted stock grant vests in three equal installments of 485 shares. Vesting is scheduled for February 7, 2027, February 7, 2028, and February 7, 2029, creating a three-year service-based vesting period tied to continued board service.

Under which plan were Jeffrey R. Dunne’s BWFG restricted shares granted?

The restricted shares were granted under the 2022 Bankwell Financial Group, Inc. Stock Plan. This plan governs equity awards such as restricted stock for directors and other participants, including their vesting terms and conditions over time.

What other Bankwell Financial Group equity awards to Jeffrey R. Dunne are described?

Footnotes describe prior restricted stock grants of 1,600 shares in December 2023 and 1,800 shares in February 2025. Portions of these earlier awards have already vested, with remaining tranches scheduled to vest between February 2026 and February 2028 under the same stock plan.

Does the Form 4 show indirect ownership for Jeffrey R. Dunne in BWFG stock?

Yes. The filing lists 5,448 shares of Bankwell Financial Group common stock held indirectly through a Deferred Compensation Plan. This is shown separately from his directly held shares, indicating plan-based beneficial ownership rather than regular brokerage holdings.