| (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”) 3Q 2024 financial performance will be adversely impacted by an $8.2 million charge off, to be taken against a $13.7 million CRE loan. The loan is secured by a Class A suburban New Jersey office park, where the Company is a 17% participant in an $84 million multi-bank club deal. The loan had been reported as non-performing as of 2Q 2024 and had no previous reserve, given the then-current appraised valuation of $105.1 million, from April 2024. As of September 30, 2024, the borrower is in payment default and the bank group has commenced foreclosure. As a result, a new appraisal was procured, which resulted in an updated valuation of $36.2 million. After the charge off, the Company’s estimated remaining exposure is approximately $5.5 million. Additional information will be provided on the Company’s 3Q 2024 Earnings Call, scheduled for 10:00 a.m. Eastern Time, on Tuesday, October 29, 2024. 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 | |||||
October 11, 2024 | By: /s/ Courtney E. Sacchetti | ||||
| Courtney E. Sacchetti | |||||
| Executive Vice President | |||||
| and Chief Financial Officer | |||||