Sec Form 4 Filing - Brunner Steven H @ Bankwell Financial Group, Inc. - 2024-02-07

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 Brunner Steven H 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 & Operations (Last) (First) (Middle) C/O BANKWELL FINANCIAL GROUP, INC, 258 ELM STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2024 (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 02/07/2024 F 465 ( 1 ) D $ 24.59 ( 2 ) 3,221 D Common Stock 02/07/2024 A 4,894 A $ 0 4,894 D ( 3 ) Common Stock 1,333 D ( 4 ) Common Stock 3,728 D ( 5 ) Common Stock 2,522 D ( 6 ) Common Stock 1,070 D ( 7 ) Common Stock 1,068 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 Brunner Steven H C/O BANKWELL FINANCIAL GROUP, INC 258 ELM STREET NEW CANAAN, CT06840 EVP & Chief Risk & Operations Signatures /s/ Courtney E. Sacchetti, Attorney-in-Fact for Steven H. Brunner 02/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )465 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 1,069 shares. ( 2 )Range of reported sale price is $24.50 - $24.63. Reporting person agrees to provide individual transaction information to SEC upon request. ( 3 )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. ( 4 )2,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vesting on August 31 , 2023 and the second, and third installments to vest on each annual anniversary of the vesting date thereafter. As of the transaction date, 667 shares have vested. ( 5 )7,457 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in two substantially equal annual installments, with the first installment vesting on December 15, 2023 and the second on December 15, 2024. As of the transaction date, 3,729 shares have vested. ( 6 )2,522 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in two substantially equal annual installments, with the first installment vesting on March 15 , 2024 and the second on March 15 , 2025. ( 7 )1,604 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vesting on February 7 , 2024 and the second, and third installments to vest on each annual anniversary of the vesting date thereafter. As of the transaction date, 534 shares have vested. ( 8 )1,603 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 1,603 of those shares are performance restricted stock and may vest when and if the performance goal is achieved, with the first installment vesting on February 7, 2024 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the transaction date, 535 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).

** 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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