Form 8-K - Current report

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): December 23, 2024

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 1.01			Other Events

			Bankwell Financial Group, Inc. (the “Company”) and Lawrence B. Seidman (“Seidman”) have previously entered into an Agreement dated February 5, 2020, which was amended by a First Amendment to Agreement dated as of July 30, 2022 (as so amended, the “Agreement”), related to Seidman’s nomination and election to the Board of Directors. The Agreement restricted the ability of Seidman and his affiliates to acquire more than 9.9% of the Company’s common stock (subject to certain exceptions), which restriction was waived during any period that the tangible book value per share (“TBVPS”) of the Company’s common stock exceeded the closing price of the Company’s stock (as reported on the Nasdaq Stock Market) for 20 consecutive days. On December 19, 2024, the Company and Seidman entered into an Amendment to the Agreement (the “Amendment”), to allow Seidman and/or his affiliates to purchase up to 14.99% of the Company’s fully diluted outstanding common stock, without regarding to the TBVPS or stock price, provided that in no event shall Seidman or his affiliates directly or indirectly acquire any securities of the Company that would, upon acquisition or conversion of such securities, result in the ownership or control of more than 14.99% of the Company’s fully diluted outstanding common stock. The amendment is attached as Exhibit 10.1 and incorporated by this reference.

Item 9.01			Financial Statements and Exhibits

			(d) Exhibits None

Exhibit Number			Description
10.1			December 19, 2024 Amended Agreement


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



December 23, 2024			By: /s/ Courtney E. Sacchetti
			Courtney E. Sacchetti
			Executive Vice President
			and Chief Financial Officer

Amendment to February 5, 2020 Agreement This Amendment is made and entered into as of December 19 , 2024 (the “Effective Date”) by and among Bankwell Financial Group, Inc., a Connecticut corporation, (the “Company”) and Lawrence B. Seidman, an individual (“Seidman”). Whereas the Company and Seidman entered into an Agreement on February 5, 2020 concerning Seidman’s ownership of the Company’s outstanding common stock and Seidman’s addition to the Company’s Board of Directors and the Company’s banking subsidiary Bankwell Bank (the “Bank”). Whereas the Company and Seidman desire to amend Section 8 “Acquisition of Shares” of the Agreement as follows: Section 8 is hereby amended to change the 9.9% to 14.99% as follows: 8. Acquisition of Shares. Notwithstanding anything herein or in any separate agreement between the Company and Seidman or his Affiliates (including without limitation the Funds) to the contrary, it is agreed that they may purchase up to 14.99% of the Company’s fully diluted outstanding Common Stock provided, however, that in no event, including without limitation the Company’s and/or its closing stock price, shall Seidman and his Affiliates (including without limitation the Funds) directly or indirectly acquire any securities of the Company that would, upon acquisition or conversion of such securities, result in the ownership or control of more than 14.99% of the Company’s fully diluted outstanding Common Stock. Notwithstanding anything herein or in any separate agreement between the Company and Seidman or his Affiliates (including without limitation the Funds) to the contrary, it is agreed that they may purchase up to 14.99% of the Company's fully diluted outstanding common stock. No other Section of the Agreement is modified by this Amendment and shall remain in full force and effect. [Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the Effective Date. BANKWELL FINANCIAL GROUP, INC. By: s/Blake Drexler Name: Blake Drexler Title: Chairman s/Lawrence Seidman Lawrence B. Seidman

Cover	Dec. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 23, 2024
Entity Registrant Name	Bankwell Financial Group, Inc.
Entity Incorporation, State	CT
Entity File Number	001-36448
Entity Tax Identification Number	20-8251355
Entity Address, Street Name	258 Elm Street
Entity Address, City	New Canaan
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06840
City Area Code	203
Local Phone Number	652-0166
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of Each Class	Common Stock, no par value pershare
Trading Symbol(s)	BWFG
Name of Each Exchange on Which Registered	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001505732
Amendment Flag	false