Bankwell Financial Group, Inc.
4.98%
392,180
1505732
06654A103
Dec 9, 2025
Dec 18, 2025, 05:25 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| George P. Bauer | Individual | 4.98% | 392,180 | 392,180 | 0 |
Disclosure Items (6)
Common Stock
Bankwell Financial Group, Inc.
258 Elm Street, New Canaan, CT, 06840
This statement is being filed by the Reporting Person, George P. Bauer.
The address of the Reporting Person is 499 Silvermine Road, New Canaan, CT 06840
The Reporting Person's principal occupation is an investor.
The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States of America.
The information set forth in Item 3 of the Schedule 13D filed by the Reporting Person on May 23, 2014 is hereby incorporated by reference. Since the filing of Schedule 13D by the Reporting Person on May 23, 2014, the Reporting Person has acquired additional shares of Common Stock through (i) exercise of all the warrants granted to the Reporting Person, (ii) aggregate awards of 11,640 shares of restricted stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan, and (iii) award of 1,600 shares of restricted stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. The Reporting person has also sold a certain number of shares of Common Stock in open-market transactions. All shares of Common Stock acquired by the Reporting Person were acquired with personal funds or pursuant to equity compensation arrangements with the Company. As of the date of this Amendment No. 1, the Reporting Person owns (i) directly 237,085 shares of Common Stock, (ii) directly 1,600 shares of Common Stock which were granted to the Reporting Person on December 30, 2022, of which 800 shares have vested and 800 shares remain unvested, with 400 shares each to vest on January 2, 2026 and January 2, 2027, respectively; (iii) directly 1,600 shares of Common Stock granted to the Reporting Person on December 31, 2021, of which 1200 shares have vested and 400 shares remain unvested, with the 400 shares to vest on January 2, 2026; and (ii) indirectly 153,895 shares of Common Stock through The Bauer Foundation, of which the Reporting Person serves as president and holds investment and voting power with respect to such shares.
The Reporting Person is currently the beneficial owner of 392,180 shares of Common Stock and the beneficial owner of 4.98% of the total issued and outstanding shares of Common Stock of the Company.1 1 This total includes: (i) 238,285 shares of Common Stock beneficially owned directly by the Reporting Person; and (ii) 153,895 shares of Common Stock beneficially owned by The Bauer Foundation, of which Mr. Bauer serves as president and holds investment and voting power with respect to such shares.
The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 392,180 shares of the Company's Common Stock.
Between December 8, 2025 and December 10, 2025, the Reporting Person sold 22,226 shares of the Company's common stock via open market sales (the "Open Market Sales"). The Open Market Sales are set forth in Schedule A and are incorporated by reference herein. There have been no other transactions in the shares of Common Stock effected by the Reporting Person during the past 60 days.
No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's common stock reported as being beneficially owned (or which may be deemed to be beneficially owned) by the Reporting Person.
As of December 10, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's outstanding Common Stock. This Amendment No. 1 constitutes the Reporting Person's final amendment to Schedule 13D unless and until beneficial ownership again exceeds five percent.
The Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.