Bridgewater Bancshares Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A** INFORMATION**

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

4450 Excelsior Blvd., Suite 100

St. Louis Park, MN 55416

Fellow Shareholders,

On behalf of the Board of Directors of Bridgewater Bancshares, Inc., I would like to invite you to join us at our 2026 Annual Meeting of Shareholders, which will be held virtually through a live webcast. Our virtual meeting will be held on Tuesday, April 28, 2026 at 2:00 p.m., Central Time. Please see the enclosed Notice of Annual Meeting of Shareholders for additional details regarding the meeting.

As I look back at 2025, I reflect on a year of getting back to many of the positive trends we have become so accustomed to during our history at Bridgewater. Core deposit growth was once again the engine that allowed us to return to a more normalized level of profitable loan growth. We saw meaningful net interest margin expansion as our balance sheet was well positioned to benefit from the decline in interest rates, ultimately driving revenue higher. With improved profitability and asset quality trends remaining strong, we continued to generate consistent tangible book value growth.

We were also well positioned to gain additional market share throughout the year. M&A disruption continued across the Twin Cities, which provided ample opportunities to attract new clients and team members. We were able to do just that by demonstrating how Bridgewater is the bank of choice for those wanting to bank and work locally. In addition, we leveraged our expertise in the affordable housing space to expand our presence not only in the Twin Cities, but nationally as well.

Meanwhile, our Board of Directors provided critical oversight of the bank to ensure our organizational interests remain aligned with those of our shareholders. With approximately 20% of Bridgewater’s shares being owned by our Board of Directors and strategic leadership team, it is clear that we all come to work every day with the same goal as those of you who have invested in Bridgewater. We have also continued to proactively engage with shareholders to gather valuable feedback on our corporate governance practices.

In closing, we encourage you to vote your shares by following the enclosed instructions. We appreciate your continued support and investment in Bridgewater.

NOTICE OF 2026 ANNUAL MEETING

OF SHAREHOLDERS

The annual meeting of the shareholders of Bridgewater Bancshares, Inc., a Minnesota corporation, will be held online at www.virtualshareholdermeeting.com/BWB2026, on Tuesday, April 28, 2026 at 2:00 p.m., Central Time, for the following purposes:

There will not be a physical meeting at the Company’s principal executive office. You will be able to attend the meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BWB2026. We are not aware of any other business to come before the annual meeting. The Board of Directors has fixed the close of business on February 27, 2026 as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting. If there are an insufficient number of votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the meeting, the meeting may be adjourned or postponed to permit our further solicitation of proxies.

YOUR VOTE IS IMPORTANT. PLEASE EXERCISE YOUR SHAREHOLDER RIGHT TO VOTEREGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING.