What Bankwell Financial Group, Inc. told the SEC could break it.

Bankwell carries meaningful commercial-real-estate concentration: as of December 31, 2025 it had $267.8 million of multifamily-collateralized loans (9.4% of total loans) within a larger CRE portfolio, with properties in Connecticut, New York, New Jersey and Pennsylvania (eight totaling $49.8 million in New York City, 78.3% of that NYC exposure in Brooklyn); a single-relationship lending guideline of up to 30% of equity capital for CRE-secured exposures, combined with declines in CRE/multifamily values or rent regulation in these markets, could materially impair its collateral and credit quality.

“As of December 31, 2025, we had $267.8 million of loans collateralized by multifamily properties, which represented 9.4% of the total loan portfolio. 78.2% of the portfolio is pass rated and current; these properties are all located in Connecticut, New York, New Jersey, or Pennsylvania, with the majority in suburban locations, with eight properties totaling $49.8 million located in New York City.”

Bankwell depends on the successful, uninterrupted functioning of its information-technology and telecommunications systems, many of which interface with and depend on third-party systems and providers; a failure of these third parties to perform, a cyberattack, a capacity-driven service denial, or the termination of a third-party software license or service agreement could interrupt its operations and compromise its ability to process loans, gather deposits and serve customers, causing financial and reputational harm.

“We rely on third parties to provide key components of our business infrastructure, and failure of these parties to perform for any reason could disrupt our operations.”

Bankwell's operations are geographically concentrated: the Bank operates nine full-service branches in Fairfield County and Hamden, Connecticut (New Canaan, Stamford, Fairfield, Westport, Darien, Norwalk, Hamden) plus limited-service offices, and in Q1 2026 opened a new full-service branch in Brooklyn, New York; it focuses lending on borrowers in this Connecticut/New York-metro market, so a regional economic downturn, real-estate decline or adverse local conditions would disproportionately affect its loan quality, deposits and growth.

“The Bank operates nine full-service branches in New Canaan, Stamford, Fairfield, Westport, Darien, Norwalk, and Hamden, Connecticut.”

Bankwell is subject to extensive bank regulation: the Bank is examined by and must obtain approvals from the FDIC, the Connecticut Department of Banking and the New York Department of Financial Services (including for mergers/acquisitions and new branches), Connecticut statutes require regulatory approval to pay dividends exceeding specified retained-profit thresholds (and prohibit dividends that would breach minimum capital ratios), and it is subject to consumer-protection laws such as the Community Reinvestment Act and fair-lending statutes whose violation can bring fines, remedial orders and litigation; such regulatory constraints could limit its capital actions and raise compliance costs.

“In accordance with Connecticut statutes, regulatory approval is required to pay dividends in excess of the Bank's profits retained in the current year plus retained profits from the previous two years.”