Bankwell Financial Group Inc
For the period ended Dec 31, 2023. Filed Mar 12, 2024.
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FY2023 · Filed Mar 12, 2024
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Item 15. Exhibits, Financial Statement Schedules
(A)(1) FINANCIAL STATEMENTS
The following consolidated financial statements of the Company are included in Item 8 of this report:
Consolidated Statements of Comprehensive Income (Loss) - For the years ended December 31, 2023 and 2022
Consolidated Statements of Shareholders' Equity - For the years ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
(A)(2) FINANCIAL STATEMENT SCHEDULES
Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or the information was contained elsewhere herein.
(A)(3) EXHIBITS
The exhibits listed in the Exhibit Index in this Form 10-K are filed herewith or are incorporated herein by reference to other SEC filings.
Exhibit Index
| Number | Description |
| Exhibit 3.1 | Certificate of Incorporation as amended to date (1) |
| Exhibit 3.2 | Amended and Restated Bylaws (1) |
| Exhibit 4.1 | Description of the Registrant's Common Stock(5) |
| Exhibit 10.1† | Employment Agreement of Christopher R. Gruseke dated June 1, 2016 (3) |
| Exhibit 10.2† | 2011 BNC Financial Group, Inc. Stock Option and Equity Award Plan (1) |
| Exhibit 10.3† | 2012 BNC Financial Group, Inc. Stock Plan (1) |
| Exhibit 10.4† | Amendment to the 2012 BNC Financial Group, Inc. Stock Plan (1) |
| Exhibit 10.5† | BNC Financial Group, Inc. and Affiliates Deferred Compensation Plan for Directors, January 23, 2008(1) |
| as amended by the Bankwell Financial Group, Inc. and Affiliates Amended and Restated Deferred Compensation Plan for Directors and Related Investment Policy Statement (9) | |
| Exhibit 10.6 | Form of Director Indemnification Agreement (2) |
| Exhibit 10.7 | Form of Executive Officer Indemnification Agreement (2) |
| Exhibit 10.8† | Employment Agreement of Christine Chivily (4) |
| Exhibit 10.9 | Agreement dated February 5, 2020 between Lawrence B. Seidman and Bankwell Financial Group, Inc.(5) |
| Exhibit 10.10 | First Amendment to Agreement dated as of July 30, 2022, amending Agreement dated as of February 5, 2020 by and among Bankwell Financial Group, Inc. and Lawrence B. Seidman(7) |
| Exhibit 10.11† | Employment Agreement of Matthew McNeill (6) |
| Exhibit 10.12† | 2018 Bankwell Financial Group, Inc. Long-Term Incentive Plan (6) |
| Exhibit 10.13† | 2022 Bankwell Financial Group, Inc. Stock Plan (7) |
| Exhibit 10.14† | Employment Agreement of Courtney E. Sacchetti (8) |
| Exhibit 21.1 | Subsidiaries of the Registrant (1) |
| Exhibit 23.1 | Consent of RSM US LLP |
| Exhibit 31.1 | Certification of Christopher R. Gruseke Pursuant to Rule 13a-14(a) |
| Exhibit 31.2 | Certification of Courtney Sacchetti pursuant to Rule 13a-14(a) |
| Exhibit 32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 97 | Clawback Policy |
| 101 | The following materials from Bankwell Financial Group, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2023, formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
† Management contract or compensatory plan or arrangement.
(1) Filed as part of the Registrant’s Registration Statement on Form S-1 filed on April 4, 2014.
(2) Filed as part of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on May 5, 2014.
(3) Filed as part of the Registrant’s December 31, 2016 Form 10-K.
(4) Filed as part of the Registrant's June 30, 2018 Form 10-Q.
(5) Filed as part of the Registrant's December 31, 2019 Form 10-K.
(6) Filed as part of the Registrant's December 31, 2020 Form 10-K.
(7) Filed as an Exhibit to Registrant's June 30, 2022 Form 10-Q.
(8) Filed as part of the Registrant's December 31, 2022 Form 10-K.
(9) Filed as an Exhibit to Registrant's September 30, 2023 Form 10-Q.
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