SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~April 323, 2025

Bankwell Financial Group, Inc.

(Exact name of registrant as specified in its charter)


Connecticut	001-36448	20-8251355
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

258 Elm Street

New Canaan, Connecticut 06840

(203) 652-0166

(Address of Principal Executive Officers and Telephone Number)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value per share	BWFG	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


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 April 23, 2025, Bankwell Financial Group, Inc., the holding company for Bankwell Bank, issued a press release describing its results of operations for the period ended March 31, 2025. 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 7.01			Regulation FD Disclosure
			On April 23, 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 March 31, 2025. 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
			On January 24, 2025, Bankwell Financial Group, Inc. ("the Company") sold a property that it had acquired in the fourth quarter of 2024 that it held as an Other Real Estate Owned (“OREO”) asset as of December 31, 2024. The OREO asset had previously secured a non-performing construction loan and was acquired by the Company out of the borrower’s bankruptcy for $8.3 million. The Company received net proceeds from the sale of such OREO in the amount of $8.3 million.On January 31, 2025, the Company closed the sale of a $27.1 million multifamily commercial real estate loan that it had put on nonperforming status during the third quarter of 2024. The Company received the full principal amount as well as all past due interest and late fees.As of December 31, 2024, the nonperforming assets as a percentage of total assets was 1.88%. Included in the 1.88% are the two disposed assets, totaling $35.4 million, or 108 basis points.FORWARD LOOKING STATEMENTS.In addition to historical information, this current report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on certain assumptions and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “could,” “may,” “view,” “opportunity,” “potential,” or similar expressions. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the banking industry or securities markets, and legislative and regulatory changes that could adversely affect the business in which the Company and its subsidiaries are engaged. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, under Item 1A - Risk Factors and elsewhere, and should be considered in evaluating forward-looking statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
			Quarterly Dividend AnnouncementOn April 23, 2025, Bankwell Financial Group, Inc. (the Company), parent company of Bankwell Bank, announced that on April 23, 2025, its Board of Directors voted to pay a quarterly dividend in the amount of $0.20 per share on May 20, 2025 to all shareholders of record as of May 9, 2025.
Item 9.01			Financial Statements and Exhibits
			(d) Exhibits None
(a)			Not applicable.
(b)			Not applicable.
(c)			Not applicable.
(d)			Exhibits.

SIGNATURES
Exhibit Number			Description
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.
99.1			Press Release Dated April 23, 2025
			BANKWELL FINANCIAL GROUP, INC.
99.2			Presentation Materials
			Registrant
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)
February 3, 2025			By: /s/ Courtney E. Sacchetti
			Courtney E. Sacchetti
			Executive Vice President
			and Chief Financial Officer


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



April 23, 2025			By: /s/ Courtney E. Sacchetti
			Courtney E. Sacchetti
			Executive Vice President
			and Chief Financial Officer

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