Brunner Steven H 4

What Happened

• Steven H. Brunner, Executive Vice President & Chief Risk Officer of Bankwell Financial Group (BWFG), received a total of 2,076 shares as awards and had 1,876 shares sold/withheld on February 9, 2026. The sale generated approximately $93,519 (reported sale price $49.85/share; reporting range $49.52–$50.26).
• The 2,076 awarded shares consist of 1,558 shares granted under the 2022 Stock Plan (split into 779 time‑based restricted shares and 779 performance restricted shares) and 518 shares that vested immediately and relate to additional performance shares for 2023–2025. The 1,876 shares were withheld and sold through the company’s cashless stock program to cover tax liability for vesting a total of 3,717 shares.

Key Details

• Transaction date: February 9, 2026. Report filed February 10, 2026 (timely).
• Sale: 1,876 shares disposed; reported price $49.85/share; gross proceeds reported ~$93,519 (price range disclosed $49.52–$50.26).
• Awards: 1,558 shares granted (779 time‑based restricted, 779 performance restricted with multi‑year vesting/ cliffs); 518 shares granted and vested on Feb 9, 2026.
• Reason for sale: tax withholding via company cashless stock exercise program (withheld/sold to cover taxes on vesting of 3,717 shares).
• Shares owned after the transaction: not specified in the Form 4 filing.
• Transaction codes: A = Award/Grant; S = Sale (withholding for taxes).

Context

• This activity appears compensation‑related (awards and tax withholding). The sale was not an open‑market discretionary sell by the insider but part of the company’s cashless withholding to satisfy tax obligations on vested shares.
• Such awards and withholding sales are routine for executives receiving equity compensation and do not necessarily indicate a change in insider sentiment.