Form 8-K
8-K — Bankwell Financial Group, Inc.
Accession: 0001505732-26-000098
Filed: 2026-07-23
Period: 2026-07-23
CIK: 0001505732
SIC: 6022 (STATE COMMERCIAL BANKS)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — bwfg-20260723.htm (Primary)
EX-99.1 (ex991q22026earningsrelease.htm)
EX-99.2 (q22026bwfginvestorpresen.htm)
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8-K
8-K (Primary)
Filename: bwfg-20260723.htm · Sequence: 1
bwfg-20260723
0001505732FALSE00015057322026-07-232026-07-23
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): July 23, 2026
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 July 23, 2026, Bankwell Financial Group, Inc., the holding company for Bankwell Bank, issued a press release describing its results of operations for the period ended June 30, 2026.
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 July 23, 2026, 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 June 30, 2026. 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 July 23, 2026, Bankwell Financial Group, Inc. (the Company), parent company of Bankwell Bank, announced that on July 23, 2026, its Board of Directors voted to pay a quarterly dividend in the amount of $0.20 per share on August 21, 2026 to all shareholders of record as of August 10, 2026.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit Number Description
99.1
Press Release Dated July 23, 2026
99.2
Presentation Materials
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
July 23, 2026
By: /s/ Courtney E. Sacchetti
Courtney E. Sacchetti
Executive Vice President
and Chief Financial Officer
EX-99.1
EX-99.1
Filename: ex991q22026earningsrelease.htm · Sequence: 2
Document
BANKWELL FINANCIAL GROUP REPORTS OPERATING RESULTS FOR THE SECOND QUARTER, DECLARES THIRD QUARTER DIVIDEND
New Canaan, CT – July 23, 2026 – Bankwell Financial Group, Inc. (NASDAQ: BWFG) reported GAAP net income of $12.4 million, or $1.52 per share for the second quarter of 2026, versus $11.3 million, or $1.41 per share, for the first quarter of 2026. The Company's Board of Directors declared a $0.20 per share cash dividend, payable August 21, 2026 to shareholders of record on August 10, 2026.
Discussion of Outlook; Bankwell Financial Group Chief Executive Officer, Christopher R. Gruseke:
"I’d like to congratulate our team for another outstanding quarter. Profitability continues to increase as we achieved a 1.46% Return on Average Assets and a 15.61% Return on Average Tangible Common Equity. We continue to execute key strategic objectives by meaningfully growing and improving our deposit base, accelerating loan growth, and establishing a more rate neutral balance sheet. We are particularly proud to note that as we continue to invest in our future, we have achieved a peer-leading 47.5% Efficiency Ratio this quarter.
Given our year-to-date results, we are updating prior full year guidance for 2026. We are increasing our Net Interest Income guidance to a range of $115 to $117 million while raising our outlook for loan growth to a range of 5% to 7%. We reiterate our previous guide to Non-interest Income of $12 to $13 million. Reflecting on our momentum this year, we will continue to make targeted investments in talent and infrastructure to support continued growth, and to compensate appropriately our teams for the strong performance they've delivered. Accordingly, we are raising our full-year non-interest expense guide to $65 to $67 million. Given our updated outlook for revenue, we would not expect our increased expense guidance to have a negative impact on our 2026 Efficiency Ratio."
Key Points for Second Quarter and Bankwell’s Outlook
Core Deposit Growth Funds Robust Loan Production, Reduces Wholesale Funding.
•Core deposit growth of $128 million during the quarter ended June 30, 2026, including $72.0 million growth in noninterest bearing and NOW deposits, when compared to March 31, 2026.
•Gross loans grew $93.1 million, or 3.2% compared to March 31, 2026, reaching $3.0 billion at June 30, 2026, as $268.2 million of funded originations, including $26.0 million of SBA originations, outpaced portfolio runoff.
•Wholesale funding decreased $43.7 million during the quarter ended June 30, 2026, lowering the Wholesale Ratio to 16.3%(1), from 21.2% at year end.
•As of June 30, 2026, continued core deposit growth has enabled the Company to reduce brokered deposits by 50.6%, or $519.9 million, from their $1,026.6 million peak at December 31, 2022.
Net Interest Margin Expands on Favorable Repricing Dynamics.
•Reported Net Interest Margin expanded 30 basis points to 3.58% for the second quarter of 2026, compared to 3.28% for the quarter ended March 31, 2026.
•Total deposit costs improved 16 basis points to 2.94% for the quarter ended June 30, 2026, compared to the quarter ended March 31, 2026.
•Earning asset yields expanded 11 basis points to 6.26% for the quarter ended June 30, 2026, compared to the linked quarter, as the average yield on new loan production of 7.00% continued to exceed the runoff yield.
Revenue Growth and Expense Management Drive Positive Operating Leverage.
•Pre-provision net revenue rose 31.4% to $17.5 million, or 2.07% of average assets, for the quarter ended June 30, 2026, driven by revenue growth and improved efficiency.
•Net interest income increased to $29.5 million for the quarter ended June 30, 2026, from $26.9 million for the quarter ended March 31, 2026, as net interest margin expanded 30 basis points to 3.58% on favorable repricing dynamics.
•SBA loan sale gains contributed $2.4 million of the Company's $3.3 million in total noninterest income for the quarter ended June 30, 2026, bringing first-half gains to $4.8 million, compared to $1.5 million in the first half of 2025.
1
•Noninterest expense declined to $15.3 million for the quarter ended June 30, 2026, from $16.9 million for the quarter ended March 31, 2026, primarily reflecting lower salaries and employee benefits following seasonal first-quarter compensation costs.
•The efficiency ratio improved to 47.5% for the quarter ended June 30, 2026, compared to 55.8% for the quarter ended March 31, 2026, resulting in a year-to-date efficiency ratio of 51.4%.
(1) Wholesale Ratio is a Non-GAAP Financial Measure and is calculated as brokered deposits and FHLB borrowings divided by total assets. Refer to the "Non-GAAP Financial Measures" section of this document for additional detail.
Second Quarter 2026 Financial Highlights and Key Performance Indicators (KPIs):
June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025
Return on average assets(1)(6)
1.46 % 1.35 % 1.11 % 1.24 % 1.14 %
Pre-tax, pre-provision net revenue return on average assets(1)(6)
2.07 % 1.60 % 1.80 % 1.70 % 1.43 %
Return on average shareholders' equity(1)(6)
15.49 % 14.88 % 12.20 % 13.84 % 12.98 %
Return on average tangible shareholders' equity(1)(6)
15.61 % 15.00 % 12.31 % 13.96 % 13.10 %
Net Interest Margin(1)(6)(7)
3.58 % 3.28 % 3.40 % 3.34 % 3.10 %
Efficiency Ratio(1)(3)
47.5 % 55.8 % 50.8 % 51.4 % 56.1 %
Noninterest expense to average assets(1)(6)
1.80 % 2.03 % 1.87 % 1.80 % 1.83 %
Net loan (recoveries) charge-offs as a percentage of average loans(1)(6)
0.00 % 0.01 % 0.00 % (0.01) % 0.00 %
Dividend payout ratio(1)(4)
13.16 % 14.18 % 17.39 % 15.75 % 17.39 %
Fully diluted tangible book value per common share(1)(2)
$ 40.25 $ 38.79 $ 37.84 $ 36.84 $ 35.65
Total capital to risk-weighted assets(1)(5)
12.70 % 13.00 % 12.94 % 13.48 % 13.28 %
Total common equity tier 1 capital to risk-weighted assets(1)(5)
11.66 % 11.97 % 11.87 % 12.39 % 12.20 %
Tier I Capital to Average Assets(1)(5)
10.36 % 10.32 % 10.56 % 10.71 % 10.57 %
Tangible common equity to tangible assets(1)(2)
9.24 % 9.17 % 8.90 % 8.95 % 8.68 %
Earnings per common share - diluted $ 1.52 $ 1.41 $ 1.15 $ 1.27 $ 1.15
Common shares issued and outstanding 7,973,180 7,973,180 7,899,943 7,877,443 7,873,387
(1) Non-GAAP Financial Measure, refer to the "Non-GAAP Financial Measures" section of this document for additional detail.
(2) Refer to the "Reconciliation of GAAP to Non-GAAP Measures" section of this document for additional detail.
(3) Efficiency ratio is defined as noninterest expense, less other real estate owned expenses and amortization of intangible assets, divided by our operating revenue, which is equal to net interest income plus noninterest income excluding gains and losses on sales of securities and gains and losses on other real estate owned. In our judgment, the adjustments made to operating revenue allow investors and analysts to better assess our operating expenses in relation to our core operating revenue by removing the volatility that is associated with certain one-time items and other discrete items that are unrelated to our core business.
(4) The dividend payout ratio is calculated by dividing dividends per share by earnings per share.
(5) Represents Bank ratios. Current period capital ratios are preliminary subject to finalization of the FDIC Call Report.
(6) Return on average assets is calculated by dividing annualized net income by average assets. Pre-tax, pre-provision net revenue return on average assets is calculated by dividing PPNR (calculated as set forth in the "Pre-Tax, Pre-Provision Net Revenue (PPNR)" section of this document) by average assets. Return on average shareholders' equity is calculated by dividing annualized net income by average shareholders' equity. Return on average tangible shareholders' equity is calculated by dividing annualized net income by average shareholders' equity less average intangible assets. Net Interest Margin is calculated by dividing average annualized net interest income by average total earning assets. Noninterest expense to average assets is calculated by dividing annualized noninterest expense by average total assets. Net loan (recoveries) charge-offs as a percentage of average loans is calculated by dividing net loan (recoveries) charge offs recoveries by average total loans.
(7) Based on a fully tax equivalent basis.
2
Pre-Tax, Pre-Provision Net Revenue(1) ("PPNR")
PPNR for the second quarter ended June 30, 2026 was $17.5 million, an increase of 31.4% from $13.3 million recognized for the first quarter ended March 31, 2026.
For the Quarter Ended
(Dollars in thousands) June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025
Net interest income $ 29,503 $ 26,886 $ 26,946 $ 25,987 $ 23,936
Total noninterest income 3,280 3,343 3,376 2,495 2,012
Total revenues 32,783 30,229 30,322 28,482 25,948
Total noninterest expense 15,255 16,889 15,470 14,631 14,546
PPNR $ 17,528 $ 13,340 $ 14,852 $ 13,851 $ 11,402
(1) Non-GAAP Financial Measure, refer to the "Non-GAAP Financial Measures" section of this document for additional detail.
•Revenues (net interest income plus noninterest income) for the quarter ended June 30, 2026 were $32.8 million, compared with $30.2 million in the previous quarter. The increase in revenues was primarily due to higher interest income.
•Noninterest expense for the quarter ended June 30, 2026 was $15.3 million, compared with $16.9 million in the previous quarter. The decrease in noninterest expense was primarily due to a decrease in salaries and employee benefits resulting from seasonal compensation-related costs recognized in the first quarter.
Allowance for Credit Losses - Loans ("ACL-Loans")
The ACL-Loans was $30.6 million as of June 30, 2026 compared to $29.6 million as of March 31, 2026. The ACL-Loans as a percentage of total loans was 1.03% as of June 30, 2026 compared to 1.03% as of March 31, 2026. The provision for credit losses - loans was $1.0 million for the quarter ended June 30, 2026 primarily driven by loan volume.
Total nonperforming loans decreased $3.2 million to $15.9 million as of June 30, 2026, when compared to the previous quarter. Nonperforming assets as a percentage of total assets decreased to 0.46% at June 30, 2026, compared to the previous quarter's ratio of 0.56%. As of June 30, 2026, the ACL-Loans provided 193.14% coverage of total nonperforming loans.
3
BANKWELL FINANCIAL GROUP, INC.
ASSET QUALITY (unaudited)
(Dollars in thousands)
For the Quarter Ended
June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025
ACL-Loans:
Balance at beginning of period $ 29,580 $ 30,705 $ 29,984 $ 29,256 $ 29,485
Charge-offs:
Residential real estate — — — — —
Commercial real estate — — — — —
Commercial business (13) (148) — (14) (15)
Consumer (35) (73) — (46) (5)
Construction — — — — —
Total charge-offs (48) (221) — (60) (20)
Recoveries:
Residential real estate — — — — —
Commercial real estate 10 5 7 272 —
Commercial business 8 15 23 92 112
Consumer 31 33 10 4 10
Construction — — — — —
Total recoveries 49 53 40 368 122
Net loan recoveries (charge-offs) 1 (168) 40 308 102
(Credit) provision for credit losses - loans 1,046 (957) 681 420 (331)
Balance at end of period $ 30,627 $ 29,580 $ 30,705 $ 29,984 $ 29,256
As of
June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025
Asset quality:
Nonaccrual loans
Residential real estate $ 530 $ 544 $ 557 $ 570 $ 617
Commercial real estate 13,923 17,112 14,445 14,667 16,387
Commercial business 1,404 1,380 1,302 1,729 6,871
Construction — — — — —
Consumer — — — — —
Total nonaccrual loans 15,857 19,036 16,304 16,966 23,875
Other real estate owned — — — 1,284 1,284
Total nonperforming assets $ 15,857 $ 19,036 $ 16,304 $ 18,250 $ 25,159
Nonperforming loans as a % of total loans 0.54 % 0.66 % 0.57 % 0.62 % 0.89 %
Nonperforming assets as a % of total assets 0.46 % 0.56 % 0.49 % 0.56 % 0.78 %
ACL-loans as a % of total loans 1.03 % 1.03 % 1.08 % 1.10 % 1.10 %
ACL-loans as a % of nonperforming loans 193.14 % 155.39 % 188.33 % 176.73 % 122.54 %
Total past due loans to total loans 0.59 % 0.62 % 0.31 % 0.76 % 0.91 %
4
Financial Condition & Capital
Assets totaled $3.5 billion at June 30, 2026, an increase of $115.7 million, or 3.4% compared to December 31, 2025. Gross loans totaled $3.0 billion at June 30, 2026, an increase of $119.6 million, or 4.2% compared to December 31, 2025. Deposits totaled $3.0 billion at June 30, 2026, an increase of $171.0 million, or 6.0% compared to December 31, 2025. Brokered deposits have decreased $52.1 million or 9.3%, when compared to December 31, 2025.
Period End Loan Composition June 30, 2026 December 31,
2025 June 30, 2025
Current YTD
% Change Year over Year
% Change
Residential Real Estate $ 28,464 $ 33,139 $ 34,978 (14.1) % (18.6) %
Commercial Real Estate(1)
1,989,747 1,930,979 1,802,224 3.0 10.4
Construction 153,522 153,778 203,758 (0.2) (24.7)
Total Real Estate Loans 2,171,733 2,117,896 2,040,960 2.5 6.4
Commercial Business 715,934 645,321 559,221 10.9 28.0
Consumer 72,026 76,855 68,801 (6.3) 4.7
Total Loans $ 2,959,693 $ 2,840,072 $ 2,668,982 4.2 % 10.9 %
(1) Includes owner occupied commercial real estate of $0.8 billion at June 30, 2026, $0.8 billion at December 31, 2025, and $0.7 billion at June 30, 2025, respectively.
Period End Deposit Composition June 30, 2026 December 31,
2025 June 30, 2025
Current YTD
% Change Year over Year
% Change
Noninterest bearing demand $ 472,008 $ 403,652 $ 397,195 16.9 % 18.8 %
NOW 133,032 90,205 118,019 47.5 12.7
Money Market 1,175,536 1,007,844 875,457 16.6 34.3
Savings 98,626 97,418 91,612 1.2 7.7
Time 1,121,328 1,230,362 1,276,998 (8.9) (12.2)
Total Deposits $ 3,000,530 $ 2,829,481 $ 2,759,281 6.0 % 8.7 %
Shareholders’ equity totaled $323.5 million as of June 30, 2026, an increase of $22.0 million compared to December 31, 2025, primarily a result of year-to-date net income of $23.6 million. The increase was partially offset by dividends paid of $3.2 million.
As of June 30, 2026, the Bank's regulatory capital ratios were all above 'well capitalized' values, with total risk-based capital, common-equity tier 1 capital and leverage ratios at 12.70%, 11.66%, and 10.36%, respectively.
5
We recommend reading this earnings release in conjunction with the Second Quarter 2026 Investor Presentation, located at https://investor.mybankwell.com/events-and-presentations/ and included as an exhibit to our July 23, 2026 Current Report on Form 8-K.
Conference Call
Bankwell will host a conference call to discuss the Company’s financial results and business outlook on July 23, 2026, at 11:00 a.m. E.T. The call will be accessible by telephone and webcast using https://investor.mybankwell.com/events-and-presentations/. A supplementary slide presentation will be posted to the website prior to the event, and a replay will be available for 12 months following the event.
About Bankwell Financial Group
Bankwell Financial Group, Inc. is the holding company for Bankwell Bank ("Bankwell"), a full-service commercial bank headquartered in New Canaan, CT. Bankwell provides businesses and professionals with a range of commercial financing solutions, including working capital lines of credit, SBA loans, acquisition financing, and commercial mortgages, along with treasury management and deposit services. Bankwell emphasizes accessibility, expertise, and responsiveness through experienced local banking teams serving its markets.
For more information about this press release, interested parties may contact Christopher R. Gruseke, Chief Executive Officer or Courtney E. Sacchetti, Executive Vice President and Chief Financial Officer of Bankwell Financial Group, Inc. at (203) 652-0166 or at ir@mybankwell.com.
For more information, visit www.mybankwell.com.
This press release may contain certain forward-looking statements about the Company. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” 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.
Non-GAAP Financial Measures
In addition to evaluating the Company's financial performance in accordance with U.S. generally accepted accounting principles ("GAAP"), management may evaluate certain non-GAAP financial measures, such as the efficiency ratio. A computation and reconciliation of certain non-GAAP financial measures used for these purposes is contained in the accompanying Reconciliation of GAAP to Non-GAAP Measures tables. We believe that providing certain non-GAAP financial measures provides investors with information useful in understanding our financial performance, our performance trends and financial position. For example, the Company believes that the efficiency ratio is useful in the assessment of financial performance, including noninterest expense control. The Company believes that tangible common equity, tangible assets, tangible common equity to tangible assets, tangible common shareholders' equity, fully diluted tangible book value per common share, efficiency ratio, noninterest expense to average assets, return on average shareholders' equity, return on average tangible shareholders' equity, pre-tax, pre-provision net revenue, net interest margin, net loan (recoveries) charge-offs as a percentage of average loans, pre-tax, pre-provision net revenue on average assets, wholesale ratio, and the dividend payout ratio are useful to evaluate the relative strength of the Company's performance and capital position. We utilize these measures for internal planning and forecasting purposes. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures and results, and we strongly encourage investors to review our consolidated financial statements in their entirety and not to rely on any single financial measure. See "Reconciliation of GAAP to Non-GAAP Measures (unaudited)".
6
BANKWELL FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS (unaudited)
(Dollars in thousands)
June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025
ASSETS
Cash and due from banks $ 191,378 $ 208,904 $ 214,567 $ 289,628 $ 313,998
Federal funds sold 12,018 8,997 10,354 5,732 8,466
Cash and cash equivalents 203,396 217,901 224,921 295,360 322,464
Investment securities
Marketable equity securities, at fair value 2,263 2,254 2,248 2,223 2,188
Available for sale investment securities, at fair value 174,036 155,934 160,409 96,473 103,930
Held to maturity investment securities, at amortized cost 29,314 29,386 29,465 29,538 36,434
Total investment securities 205,613 187,574 192,122 128,234 142,552
Loans receivable (net of ACL-Loans of $30,627, $29,580, $30,705, $29,984, and $29,256, at June 30, 2026, March 31, 2026, December 31, 2025, September 30, 2025, and June 30, 2025, respectively) 2,924,890 2,832,678 2,804,441 2,684,016 2,635,742
Accrued interest receivable 16,270 16,029 16,143 15,633 14,741
Federal Home Loan Bank stock, at cost 3,143 4,207 6,207 4,951 5,051
Premises and equipment, net 20,068 20,947 21,582 22,387 23,020
Bank-owned life insurance 54,931 54,566 54,207 53,846 53,488
Goodwill 2,589 2,589 2,589 2,589 2,589
Deferred income taxes, net 9,992 11,436 11,356 9,027 9,684
Other real estate owned — — — 1,284 1,284
Other assets 34,678 25,932 26,291 26,636 25,978
Total assets $ 3,475,570 $ 3,373,859 $ 3,359,859 $ 3,243,963 $ 3,236,593
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits
Noninterest bearing deposits $ 472,008 $ 428,384 $ 403,652 $ 397,408 $ 397,195
Interest bearing deposits 2,528,522 2,456,865 2,425,829 2,360,007 2,362,086
Total deposits 3,000,530 2,885,249 2,829,481 2,757,415 2,759,281
Advances from the Federal Home Loan Bank 30,000 60,000 110,000 75,000 75,000
Subordinated debentures 69,820 69,759 69,697 69,636 69,574
Accrued expenses and other liabilities 51,720 46,985 49,192 49,121 49,448
Total liabilities 3,152,070 3,061,993 3,058,370 2,951,172 2,953,303
Shareholders’ equity
Common stock, no par value 121,997 121,060 120,118 119,353 118,698
Retained earnings 202,073 191,281 181,587 174,008 165,495
Accumulated other comprehensive (loss) (570) (475) (216) (570) (903)
Total shareholders’ equity 323,500 311,866 301,489 292,791 283,290
Total liabilities and shareholders’ equity $ 3,475,570 $ 3,373,859 $ 3,359,859 $ 3,243,963 $ 3,236,593
7
BANKWELL FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(Dollars in thousands, except share data)
For the Quarter Ended For the Six Months Ended
June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025 June 30,
2026 June 30,
2025
Interest and dividend income
Interest and fees on loans $ 48,423 $ 46,787 $ 46,739 $ 46,328 $ 44,128 $ 95,210 $ 87,603
Interest and dividends on securities 1,919 1,784 1,834 1,410 1,478 3,703 2,923
Interest on cash and cash equivalents 1,894 1,965 2,037 2,853 3,043 3,859 6,600
Total interest and dividend income 52,236 50,536 50,610 50,591 48,649 102,772 97,126
Interest expense
Interest expense on deposits 21,267 21,930 22,388 22,585 23,083 43,197 47,855
Interest expense on borrowings 1,466 1,720 1,276 2,019 1,630 3,186 3,269
Total interest expense 22,733 23,650 23,664 24,604 24,713 46,383 51,124
Net interest income 29,503 26,886 26,946 25,987 23,936 56,389 46,002
Provision (credit) for credit losses 1,228 (1,029) 616 372 (411) 199 52
Net interest income after provision (credit) for credit losses 28,275 27,915 26,330 25,615 24,347 56,190 45,950
Noninterest income
Bank owned life insurance 366 358 361 359 352 724 696
Service charges and fees 665 780 771 779 674 1,445 1,276
Gains and fees from sales of loans 2,398 2,425 2,184 1,372 1,080 4,823 1,522
Other (149) (220) 60 (15) (94) (369) 23
Total noninterest income 3,280 3,343 3,376 2,495 2,012 6,623 3,517
Noninterest expense
Salaries and employee benefits 8,678 9,830 7,717 7,995 7,521 18,508 14,573
Occupancy and equipment 2,816 2,705 2,575 2,469 2,505 5,521 5,080
Professional services 1,364 1,393 1,415 1,412 1,632 2,757 3,161
Data processing 694 716 877 633 712 1,410 1,597
Director fees 357 363 337 333 333 720 681
FDIC insurance 530 543 612 610 684 1,073 1,463
Marketing 129 126 108 140 218 255 360
Other 687 1,213 1,829 1,039 941 1,900 1,772
Total noninterest expense 15,255 16,889 15,470 14,631 14,546 32,144 28,687
Income before income tax expense 16,300 14,369 14,236 13,479 11,813 30,669 20,780
Income tax expense 3,928 3,094 5,092 3,401 2,725 7,022 4,804
Net income $ 12,372 $ 11,275 $ 9,144 $ 10,078 $ 9,088 $ 23,647 $ 15,976
Earnings Per Common Share:
Basic $ 1.55 $ 1.42 $ 1.16 $ 1.28 $ 1.16 $ 2.99 $ 2.04
Diluted $ 1.52 $ 1.41 $ 1.15 $ 1.27 $ 1.15 $ 2.95 $ 2.03
Weighted Average Common Shares Outstanding:
Basic 7,856,210 7,724,253 7,776,740 7,774,887 7,777,469 7,790,596 7,724,143
Diluted 7,980,973 7,800,935 7,858,047 7,844,785 7,819,829 7,877,158 7,795,820
Dividends per common share $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.40 $ 0.40
8
BANKWELL FINANCIAL GROUP, INC.
RECONCILIATION OF GAAP TO NON-GAAP MEASURES (unaudited)
(Dollars in thousands, except share data)
As of
Computation of Tangible Common Equity to Tangible Assets June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025
Total Equity $ 323,500 $ 311,866 $ 301,489 $ 292,791 $ 283,290
Less:
Goodwill 2,589 2,589 2,589 2,589 2,589
Other intangibles — — — — —
Tangible Common Equity $ 320,911 $ 309,277 $ 298,900 $ 290,202 $ 280,701
Total Assets $ 3,475,570 $ 3,373,859 $ 3,359,859 $ 3,243,963 $ 3,236,593
Less:
Goodwill 2,589 2,589 2,589 2,589 2,589
Other intangibles — — — — —
Tangible Assets $ 3,472,981 $ 3,371,270 $ 3,357,270 $ 3,241,374 $ 3,234,004
Tangible Common Equity to Tangible Assets 9.24 % 9.17 % 8.90 % 8.95 % 8.68 %
As of
Computation of Fully Diluted Tangible Book Value per Common Share June 30,
2026 March 31,
2026 December 31,
2025 September 30,
2025 June 30,
2025
Total shareholders' equity $ 323,500 $ 311,866 $ 301,489 $ 292,791 $ 283,290
Less:
Preferred stock — — — — —
Common shareholders' equity $ 323,500 $ 311,866 $ 301,489 $ 292,791 $ 283,290
Less:
Goodwill 2,589 2,589 2,589 2,589 2,589
Other intangibles — — — — —
Tangible common shareholders' equity $ 320,911 $ 309,277 $ 298,900 $ 290,202 $ 280,701
Common shares issued and outstanding 7,973,180 7,973,180 7,899,943 7,877,443 7,873,387
Fully Diluted Tangible Book Value per Common Share $ 40.25 $ 38.79 $ 37.84 $ 36.84 $ 35.65
9
BANKWELL FINANCIAL GROUP, INC.
EARNINGS PER SHARE ("EPS") (unaudited)
(Dollars in thousands, except share data)
For the Quarter Ended June 30,
For the Six Months Ended June 30,
2026 2025 2026 2025
(In thousands, except per share data)
Net income
$ 12,372 $ 9,088 $ 23,647 $ 15,976
Dividends to participating securities(1)
(26) 26 (52) 53
Undistributed earnings allocated to participating securities(1)
(175) (125) (333) (241)
Net income for earnings per share calculation
12,171 8,989 23,262 15,788
Weighted average shares outstanding, basic
7,856,210 7,777,469 7,790,596 7,724,143
Effect of dilutive equity-based awards(2)
124,763 42,359 86,562 71,677
Weighted average shares outstanding, diluted
7,980,973 7,819,828 7,877,158 7,795,820
Net earnings per common share:
Basic earnings per common share
$ 1.55 $ 1.16 $ 2.99 $ 2.04
Diluted earnings per common share
$ 1.52 $ 1.15 $ 2.95 $ 2.03
(1) Represents dividends paid and undistributed earnings allocated to unvested stock-based awards that contain non-forfeitable rights to dividends.
(2) Represents the effect of the assumed exercise of stock options and the vesting of restricted shares, as applicable, utilizing the treasury stock method.
10
BANKWELL FINANCIAL GROUP, INC.
NET INTEREST MARGIN ANALYSIS ON A FULLY TAX EQUIVALENT BASIS - QTD (unaudited)
(Dollars in thousands)
For the Quarter Ended
June 30, 2026 June 30, 2025
Average
Balance Interest
Yield/
Rate (4)
Average
Balance Interest
Yield/
Rate (4)
Assets:
Cash and Fed funds sold $ 232,612 $ 1,893 3.26 % $ 296,054 $ 3,043 4.12 %
Securities(1)
196,622 1,941 3.95 149,475 1,535 4.11
Loans:
Commercial real estate 1,908,622 30,597 6.34 1,788,354 27,427 6.07
Residential real estate 29,597 415 5.60 37,549 597 6.36
Construction 153,259 2,776 7.17 196,373 3,851 7.76
Commercial business 719,041 13,617 7.49 558,237 11,195 7.93
Consumer 65,680 1,018 6.22 72,137 1,058 5.88
Total loans 2,876,199 48,423 6.66 2,652,650 44,128 6.58
Federal Home Loan Bank stock 4,441 89 8.06 5,000 86 6.85
Total earning assets 3,309,874 $ 52,346 6.26 % 3,103,179 $ 48,792 6.22 %
Other assets 92,463 88,967
Total assets $ 3,402,337 $ 3,192,146
Liabilities and shareholders' equity:
Interest bearing liabilities:
NOW $ 109,018 $ 59 0.22 % $ 107,818 $ 77 0.29 %
Money market 1,143,254 9,681 3.40 898,777 8,579 3.83
Savings 99,360 677 2.73 91,415 667 2.93
Time 1,110,658 10,850 3.92 1,273,372 13,760 4.33
Total interest bearing deposits 2,462,290 21,267 3.46 2,371,382 23,083 3.90
Borrowed Money 130,824 1,466 4.49 138,380 1,630 4.72
Total interest bearing liabilities 2,593,114 $ 22,733 3.52 % 2,509,762 $ 24,713 3.95 %
Noninterest bearing deposits 443,870 352,623
Other liabilities 44,921 48,956
Total liabilities 3,081,905 2,911,341
Shareholders' equity 320,432 280,805
Total liabilities and shareholders' equity $ 3,402,337 $ 3,192,146
Net interest income(2)
$ 29,613 $ 24,079
Interest rate spread 2.74 % 2.27 %
Net Interest Margin(3)
3.58 % 3.10 %
(1)Average balances and yields for securities are based on amortized cost.
(2)The adjustment for securities and loans taxable equivalency amounted to $111 thousand and $143 thousand for the quarters ended June 30, 2026 and 2025, respectively.
(3)Annualized net interest income as a percentage of earning assets.
(4)Yields are calculated using the contractual day count convention for each respective product type.
11
BANKWELL FINANCIAL GROUP, INC.
NET INTEREST MARGIN ANALYSIS ON A FULLY TAX EQUIVALENT BASIS - YTD (unaudited)
(Dollars in thousands)
For the Six Months Ended
June 30, 2026 June 30, 2025
Average
Balance Interest
Yield/
Rate (4)
Average
Balance Interest
Yield/
Rate (4)
Assets:
Cash and Fed funds sold $ 238,382 $ 3,859 3.26 % $ 322,498 $ 6,600 4.13 %
Securities(1)
194,382 3,771 3.88 150,059 3,011 4.01
Loans:
Commercial real estate 1,904,478 60,108 6.28 1,818,282 55,710 6.09
Residential real estate 30,931 879 5.68 39,544 1,230 6.22
Construction 158,465 5,715 7.17 187,674 7,320 7.76
Commercial business 700,801 26,433 7.50 533,310 21,204 7.91
Consumer 69,935 2,075 5.98 76,784 2,139 5.62
Total loans 2,864,610 95,210 6.61 2,655,594 87,603 6.56
Federal Home Loan Bank stock 5,111 153 6.05 4,799 196 8.21
Total earning assets 3,302,485 $ 102,993 6.20 % 3,132,950 $ 97,410 6.18 %
Other assets 89,445 89,353
Total assets $ 3,391,930 $ 3,222,303
Liabilities and shareholders' equity:
Interest bearing liabilities:
NOW $ 103,703 $ 108 0.21 % $ 103,675 $ 187 0.36 %
Money market 1,101,058 18,746 3.43 896,084 17,100 3.85
Savings 98,544 1,349 2.76 89,800 1,325 2.98
Time 1,163,863 22,989 3.98 1,325,630 29,243 4.45
Total interest bearing deposits 2,467,168 43,192 3.53 2,415,189 47,855 4.00
Borrowed Money 143,561 3,186 4.47 136,161 3,269 4.84
Total interest bearing liabilities 2,610,729 $ 46,378 3.58 % 2,551,350 $ 51,124 4.04 %
Noninterest bearing deposits 422,066 343,261
Other liabilities 45,207 49,752
Total liabilities 3,078,002 2,944,363
Shareholders' equity 313,928 277,940
Total liabilities and shareholders' equity $ 3,391,930 $ 3,222,303
Net interest income(2)
$ 56,615 $ 46,286
Interest rate spread 2.62 % 2.14 %
Net Interest Margin(3)
3.43 % 2.95 %
(1)Average balances and yields for securities are based on amortized cost.
(2)The adjustment for securities and loans taxable equivalency amounted to $225 thousand and $285 thousand for the six months ended June 30, 2026 and 2025, respectively.
(3)Annualized net interest income as a percentage of earning assets.
(4)Yields are calculated using the contractual day count convention for each respective product type.
12
EX-99.2
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Cover
Jul. 23, 2026
Cover [Abstract]
Document Type
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Document Period End Date
Jul. 23, 2026
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
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Local Phone Number
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-Name Securities Act
-Number 230
-Section 425
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