Sacchetti Courtney E 4

What Happened

• Courtney E. Sacchetti, Chief Financial Officer of Bankwell Financial Group (BWFG), received equity awards and completed a sale on February 9, 2026. She was granted 1,994 shares under the 2022 Stock Plan and 245 shares that vested immediately (total grants = 2,239 shares). Separately, 1,062 shares were sold in an open market/private sale for reported prices in the $49.47–$50.21 range (reported average price listed as $49.79), yielding about $52,877.
• The filing states the 1,062-share sale was a withholding/sale through the company’s cashless program to cover tax liabilities arising from vesting (routine tax withholding rather than a discretionary market sale).

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 10, 2026 (filed timely).
• Grants: 1,994 shares (2022 Stock Plan) and 245 shares (vested 2/9/2026) — total 2,239 shares granted/vested per filing.
  • Of the 1,994-share grant: 997 restricted shares vest in three equal annual installments beginning 2/7/2027; 997 are performance-restricted with a three‑year cliff vesting on 2/7/2029 if performance goals are met. (See footnote F1.)
  • The 245 shares were granted and vested on 2/9/2026 related to 2024 and 2025 additional performance shares (footnote F2).
• Sale: 1,062 shares sold; reported sale price range $49.47–$50.21; reported proceeds about $52,877 (footnote F3). Footnote F4 states the 1,062 shares were withheld/sold to cover taxes for vesting of 2,220 shares.
• Shares owned after transaction: total beneficial ownership is not stated in the provided excerpt of the filing.
• Transaction codes: A = Award/Grant, S = Sale; withholding sale for taxes (routine).

Context

• This was primarily a grant/vesting event with a simultaneous tax-withholding sale (cashless sell to cover withholding). Such withholding sales are routine and do not necessarily signal a change in the insider’s view of the company.
• Grants include both time-based restricted stock (scheduled installment vesting) and performance-restricted stock (cliff vesting if goals are met), so some shares may not vest unless performance conditions are satisfied.