Bankwell Financial Group, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of Bankwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that Bankwell’s disclosure controls and procedures were effective as of the end of the period covered by this report. Internal Control over Financial Reporting Bankwell’s management has issued a report on its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. As of December 31, 2025, senior management concluded that Bankwell maintained effective internal control over financial reporting. There were no changes made in the Company's internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The report of the Company's management follows. Management’s Report on Internal Control over Financial Reporting The management of Bankwell Financial Group and its Subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on management’s assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. The Company's independent registered public accounting firm, RSM US LLP, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2025, as stated in their audit report appearing below. 113 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Bankwell Financial Group, Inc. Opinion on the Internal Control Over Financial Reporting We have audited Bankwell Financial Group, Inc.'s (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), shareholders' equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements and our report dated March 4, 2026 expressed an unqualified opinion. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Hartford, Connecticut March 4, 2026 114 Item 9B. Other Information Officer and Director Trading Arrangements The Company maintains a Directors’ Deferred Compensation Plan (the “DCP”), pursuant to which all (but not less than all) retainer fees and any meeting fees (or other cash compensation) payable to a participating director for service on the Board of Directors is deferred. An election to participate in the DCP is effective for calendar year following the election and each subsequent calendar year until the director revokes the election, which revocation will be effective for the following calendar year. Amounts deferred under the DCP are credited to a book account and deemed invested in the Company’s common stock. The DCP is indirectly funded by the Compa ny through a so-called “Rabbi Trust,” which is administered by an independent third party trustee. The Company deposits deferred amounts into the Rabbi Trust, which funds are invested in our common stock through open market purchases by the trustee, which purchases are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934. A director’s deferred compensation is paid in our common stock following retirement, except under certain specified circumstances that permit earlier payment, including a severe financial hardship resulting from illness or accident, loss of property or other similar extraordinary and unforeseeable circumstances. In 2025 , directors Eric J. Dale, Jeffrey R. Dunne, Carl M. Porto, and Lawrence B. Seidman participated in the DCP. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspection Not Applicable. 115 PART III Item 10. Directors, Executive Officers and Corporate Governance The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission (the "Commission") no later than April 30, 2026. Item 11. Executive Compensation The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, to be filed with the Commission no later than April 30, 2026. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, to be filed with the Commission no later than April 30, 2026. Item 13. Certain Relationships and Related Transactions, and Director Independence The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, to be filed with the Commission no later than April 30, 2026. Item 14. Principal Accountant Fees and Services The Company responds to this item by incorporating herein by reference the material responsive to such item in the Company’s definitive proxy statement for its 2026 Annual Meeting of Shareholders, to be filed with the Commission no later than April 30, 2026. 116 PART IV Item 15. Exhibits, Financial Statement Schedules (A)(1) FINANCIAL STATEMENTS The following consolidated financial statements of the Company are included in Item 8 of this report: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - As of December 31, 202 5 and 20 24 Consolidated Statements of Income - For the years ended December 31, 202 5 and 20 24 Consolidated Statements of Comprehensive Income (Loss) - For the years ended December 31, 202 5 and 20 24 Consolidated Statements of Shareholders' Equity - For the years ended December 31, 202 5 and 20 24 Consolidated Statements of Cash Flows - For the years ended December 31, 202 5 and 20 24 Notes to Consolidated Financial Statements (A)(2) FINANCIAL STATEMENT SCHEDULES Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or the information was contained elsewhere herein. (A)(3) EXHIBITS The exhibits listed in the Exhibit Index in this Form 10-K are filed herewith or are incorporated herein by reference to other SEC filings. 117 Exhibit Index Number Description Exhibit 3.1 Certificate of Incorporation as amended to date (1) Exhibit 3.2 Amended and Restated Bylaws (11) Exhibit 4.1 Description of the Registrant's Common Stock (5) Exhibit 10.1† Employment Agreement of Christopher R. Gruseke dated June 1, 2016 (3) Exhibit 10.2† 2012 BNC Financial Group, Inc. Stock Plan (1) Exhibit 10.3† Amendment to the 2012 BNC Financial Group, Inc. Stock Plan (1) Exhibit 10.4† BNC Financial Group, Inc. and Affiliates Deferred Compensation Plan for Directors, January 23, 2008 (1) as amended by the Bankwell Financial Group, Inc. and Affiliates Amended and Restated Deferred Compensation Plan for Directors and Related Investment Policy Statement (9) Exhibit 10.5† Form of Director Indemnification Agreement (2) Exhibit 10.6† Form of Executive Officer Indemnification Agreement (2) Exhibit 10.7† Employment Agreement of Christine Chivily (4) Exhibit 10.8 Agreement dated February 5, 2020 between Lawrence B. Seidman and Bankwell Financial Group, Inc. (5) Exhibit 10.9 First Amendment to Agreement dated as of July 30, 2022, amending Agreement dated as of February 5, 2020 by and among Bankwell Financial Group, Inc. and Lawrence B. Seidman. (7) As further amended by Amendment to February 5, 2020 Agreement date d as of December 19, 2024 (12) Exhibit 10.10† Employment Agreement of Matthew McNeill (6) Exhibit 10.11† 2018 Bankwell Financial Group, Inc. Long-Term Incentive Plan (6) Exhibit 10.12† 2022 Bankwell Financial Group, Inc. Stock Plan (7) Exhibit 10.13† Employment Agreement of Courtney E. Sacchetti (8) Exhibit 10.14 Employment Agreement of Ryan J. Hildebrand Exhibit 10.15 First Amendment to Employment Agreement of Ryan J. Hildebrand Exhibit 19 Insider Trading Policy (13) Exhibit 21.1 Subsidiaries of the Registrant (1) Exhibit 23.1 Consent of RSM US LLP Exhibit 31.1 Certification of Christopher R. Gruseke Pursuant to Rule 13a-14(a) Exhibit 31.2 Certification of Courtney Sacchetti pursuant to Rule 13a-14(a) Exhibit 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 97 Clawback Policy (10) 101 The following materials from Bankwell Financial Group, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2025, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Management contract or compensatory plan or arrangement. (1) Filed as part of the Registrant’s Registration Statement on Form S-1 filed on April 4, 2014. (2) Filed as part of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on May 5, 2014. (3) Filed as part of the Registrant’s December 31, 2016 Form 10-K. (4) Filed as part of the Registrant's June 30, 2018 Form 10-Q. (5) Filed as part of the Registrant's December 31, 2019 Form 10-K. (6) Filed as part of the Registrant's December 31, 2020 Form 10-K. (7) Filed as an Exhibit to Registrant's June 30, 2022 Form 10-Q. (8) Filed as part of the Registrant's December 31, 2022 Form 10-K. (9) Filed as an Exhibit to Registrant's September 30, 2023 Form 10-Q. 118 (10) Filed as an Exhibit to Registrant's December 31, 2023 Form 10-K. (11) Filed as an Exhibit to Registrant's July 25, 2024 Form 8-K. (12) Filed as an Exhibit to Registrant's December 23, 2024 Form 8-K. (13) Filed as an Exhibit to Registrant's December 31, 2024 Form 10-K. Item 16. Form 10-K Summary None. 119 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BANKWELL FINANCIAL GROUP, INC. By: /s/ Christopher R. Gruseke Christopher R. Gruseke Chief Executive Officer Dated: March 4, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature & Title Date /s/ Christopher R. Gruseke March 4, 2026 Christopher R. Gruseke Chief Executive Officer and a Director (principal executive officer) /s/ Courtney E. Sacchetti March 4, 2026 Courtney E. Sacchetti Executive Vice President & Chief Financial Officer (principal financial officer) /s/ Angelo G. Fusaro March 4, 2026 Angelo G. Fusaro Senior Vice President & Principal Accounting Officer /s/ Eric J. Dale March 4, 2026 Eric J. Dale Director /s/ Darryl Demos March 4, 2026 Darryl Demos Director /s/ Blake S. Drexler March 4, 2026 Blake S. Drexler Director /s/ Jeffrey R. Dunne March 4, 2026 Jeffrey R. Dunne Director /s/ Anahaita N. Kotval March 4, 2026 Anahaita N. Kotval Director /s/ Todd Lampert March 4, 2026 Todd Lampert Director /s/ Kevin D. Leitão March 4, 2026 Kevin D. Leitão Director /s/ Carl M. Porto March 4, 2026 Carl M. Porto Director /s/ Lawrence B. Seidman March 4, 2026 Lawrence B. Seidman Director 120