| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Common Stock, no par value per share | ||||||||
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
| Item 2.02 | Results of Operations and Financial Condition | ||||
On A copy of the press release is included as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. | |||||
| The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing. | |||||
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers | ||||
Matthew McNeill, age 49, was elected to President of Bankwell Bank (the "Bank") and Bankwell Financial Group, Inc. (the "Company") as of January 22, 2025. Mr. McNeill joined the Company in 2020 as Executive Vice President and Chief Banking Officer. He has more than 20 years of experience in Commercial Banking. Prior to joining Bankwell, he served as Head of Commercial Lending at Metropolitan Commercial Bank, Mr. McNeill has additionally held lending roles at HSBC Bank US and Banco Santander. There are no family relationships between Mr. McNeill and any director or executive officer, or any arrangements or understandings between Mr. McNeill and the Company or any other person, pursuant to which he was appointed President of the Bank and the Company. Mr. McNeill is party to an employment contract with the Company and the Bank that expires December 31, 2026, the terms of which are described in the proxy statement for the Company’s 2024 annual shareholders meeting, and is eligible to participate in the Company’s annual and long-term incentive programs for senior executives as well as all general employee benefit plans maintained by the Company. Neither the Company nor the Bank entered into any new contract or arrangement with Mr. McNeill in connection with his appointment as President of the Bank and the Company. | |||||
| Item 7.01 | Regulation FD Disclosure | ||||
On January 22, 2025, Bankwell Financial Group, Inc., the holding company for Bankwell Bank, issued slide presentation material, which includes among other things, a review of financial results and trends through the period ended December 31, 2024. A copy of the material will also be available on the Company’s website, https://investor.mybankwell.com/events-and-presentations/ A copy of the Presentation Material is included as Exhibit 99.2 to this current report on Form 8-K and is incorporated herein by reference. | |||||
| The information furnished under this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing. | |||||
| Item 8.01 | Other Events | ||||
Quarterly Dividend Announcement On | |||||
| Item 9.01 | Financial Statements and Exhibits | ||||
| (a) | Not applicable. | ||||
| (b) | Not applicable. | ||||
| (c) | Not applicable. | ||||
| (d) | Exhibits. | ||||
| Exhibit Number | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| SIGNATURES | |||||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||||
| BANKWELL FINANCIAL GROUP, INC. | |||||
| Registrant | |||||
By: /s/ Courtney E. Sacchetti | |||||
| Courtney E. Sacchetti | |||||
| Executive Vice President | |||||
| and Chief Financial Officer | |||||