| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| 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)) | |||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Common Stock, no par value per share | ||||||||
| 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 8.01 | Other Events | ||||
Bankwell Financial Group, Inc.’s (the “Company”) 2Q 2024 financial performance will be adversely impacted by an additional $6.6 million in specific reserves, to be taken against an $8.7 million C&I credit. The credit had been reported as a non-performing loan as of 4Q 2023 and had previously carried a $0.4 million specific reserve. The Company’s estimated remaining exposure is $1.7 million. The $8.7 million loan was originated in 2022 as the sole senior secured tranche of a $28 million financing to support a sponsor-owned pediatric dental practice. The sponsor and seller are engaged in ongoing litigation, causing unresolved billing issues and restricted cash flows. Additional information will be provided with the Company’s 2Q 2024 Earnings Release and Investor Presentation. 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. | |||||
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) Exhibits None | |||||
| 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 2, 2024 | By: /s/ Courtney E. Sacchetti | ||||
| Courtney E. Sacchetti | |||||
| Executive Vice President | |||||
| and Chief Financial Officer | |||||