Sec Form 4 Filing - Chivily Christine @ Bankwell Financial Group, Inc. - 2025-02-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chivily Christine 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 Credit Officer (Last) (First) (Middle) C/O BANKWELL FINANCIAL GROUP, INC., 258 ELM STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2025 (Street) NEW CANAAN, CT06840 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/07/2025 S 942 ( 1 ) D $ 32.63 ( 2 ) 16,047 D Common Stock 02/07/2025 A 1,470 A $ 0 1,470 D ( 3 ) Common Stock 02/07/2025 A 245 A $ 0 245 D ( 4 ) Common Stock 02/07/2025 A 490 A $ 0 490 D ( 5 ) Common Stock 3,262 D ( 6 ) Common Stock 1,529 D ( 7 ) Common Stock 1,668 D ( 8 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chivily Christine C/O BANKWELL FINANCIAL GROUP, INC. 258 ELM STREET NEW CANAAN, CT06840 EVP & Chief Credit Officer Signatures /s/ Angelo G. Fusaro, Attorney-in-Fact for Christine Chivily 02/10/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )942 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 2,540 shares. ( 2 )Range of reported sale price is $32.23 - $32.87. Reporting person agrees to provide individual transaction information to SEC upon request. ( 3 )1,470 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 735 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. 735 of those shares are performance restricted stock with a three year cliff vesting on February 7, 2028 if the performance goals are achieved. ( 4 )245 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 one year cliff vesting on February 7, 2026 if the performance goals are achieved. ( 5 )490 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. ( 6 )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 vested 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 goals are achieved. As of the filing date, 1,090 shares vested and 542 shares were forfeited. ( 7 )4,589 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,295 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vested on February 7, 2024 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,294 of those shares are performance restricted stock and may vest when and if the performance goals are achieved. As of the filing date, 2,295 shares have vested and 765 were forfeited. ( 8 )5,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,500 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vested on July 1, 2023 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,500 of those shares are performance restricted stock and may vest when and if the performance goals are achieved. As of the filing date, 3,332 shares have vested.

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).

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