Bridgewater Bancshares Inc

For the period ended Apr 28, 2026. Filed Mar 16, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 28, 2026 · Filed Mar 16, 2026

Use the contents to explore the available documents and sections.

BWB$20.28+0.0%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY SUMMARY

This proxy statement summary highlights information which may be contained elsewhere in the document. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

About the Meeting

Date and Time:	Tuesday, April 28, 2026 at 2:00 p.m., Central Time
Place:	Virtual meeting at www.virtualshareholdermeeting.com/BWB2026
Record Date:	Close of business on February 27, 2026

Summary of Proposals

BOARD RECOMMENDATION
Proposal 1	Proposal 2	Proposal 3	Proposal 4
Election of Directors	Say-on-Pay	Approval of the 2026 Equity Incentive Plan	Ratificationof Independent RegisteredPublic Accounting Firm
The Board is presenting eleven (11) nominees for election as directors at this year’s Annual Meeting, to serve until the next annual meeting of shareholders. All of our prior director classes have completed the last of any multi-year terms, and the entire board is up for election at this year’s Annual Meeting.Provided with this proposal is information about each of the director nominees, the Company’s corporate governance practices, and director compensation.	A non-binding, advisory vote is being presented to approve the compensation of the Company’s named executive officers (“NEOs”), as set forth in this proxy statement (the “say-on-pay proposal”).The Compensation Discussion and Analysis (“CD&A”) section of this proxy statement explains the Board's process and decisions with respect to executive compensation. At our 2025 annual meeting of shareholders, 93.60% of the votes cast were in favor of the proposal to approve on a non-binding, advisory basis, the compensation of our NEOs.	The Board is presenting the Bridgewater Bancshares, Inc. 2026 Equity Incentive Plan (the “2026 Equity Plan”) to promote the long-term financial success of the Company and its subsidiaries by attracting and retaining key employees and other individuals.Provided with this proposal is a summary of the material provisions of the 2026 Equity Plan. A copy of the 2026 Equity Plan is attached to this proxy statement as Appendix A.	An advisory vote is being presented to ratify the appointment of RSM US LLP (“RSM”) as the Company's independent registered public accounting firm for year ended December 31, 2026. RSM has served in this capacity since 2023. At our 2025 annual meeting of shareholders, 99.91% of the votes cast were in favor of the proposal for the appointment of RSM.
✓ FOR	✓ FOR	✓ FOR	✓ FOR

Please Vote Your Shares

We encourage shareholders to vote promptly, as this will save the expense of additional proxy solicitation. You may vote in the following ways by 11:59 p.m., Eastern Time on April 27, 2026, or during the Annual Meeting:

BY INTERNET	BY MOBILE DEVICE	BY TELEPHONE	BY MAIL	DURING THE MEETING
Vote online atwww.proxyvote.com	Scan this QR Code to vote with your mobile device	Call the number included on your proxy card or notice	Mail your marked, signed and dated proxy card	Attend the meeting via the internet and vote during the meeting

2026 Proxy Statement	3

PROXY SUMMARY

Director Nominees

· · · · · ·
· · · · Committees
Director and Principal Occupation · Age · DirectorSince · Independent · Audit · Compensation · Nominatingand ESG
					.
Nominees · · · · · ·
· · · · ·
	Jerry BaackChairman and Chief Executive Officer of the Company and the Bank	59	2005	No
	Lisa BrezonikOwner of Pertingo LLC	56	2019	Yes
	Mary Jayne CrockerFormer Executive Vice President and Chief Strategy Officer of the Company and the Bank	64	2026	No
	James JohnsonRegional Franchise Developer of Express Services, Inc.	63	2005	Yes
	David JuranPresident and Chief Executive Officer of Colliers Mortgage	58	2010	Yes
	Mohammed LawalLead Founder, Chief Executive Officer and Principal Architect of LSE Architects, Inc.	59	2020	Yes
	Douglas ParishChief Financial Officer of Northern Star Scouting	59	2018	Yes
	Jeffrey ShellbergDirector, Secretary and Deputy Chief Credit Officer of the Company and the Bank	64	2005	No
	Thomas TrutnaChief Executive Officer and Founder of BIG INK	60	2005	Yes
	Todd UrnessShareholder at Winthrop & Weinstine, P.A.	69	2005	Yes
	David VolkPrincipal of Castle Creek Capital	49	2017	Yes

· · · · ·

= Chairperson = Member

4	Bridgewater Bancshares, Inc.

PROXY SUMMARY

Corporate Governance Highlights

The Board is committed to exercising good corporate governance practices. This includes, among other things, the highlights below:

●Separate lead independent director position●Each standing committee is composed exclusively of independent directors●Executive sessions without management present●Stock ownership guidelines for non-employee directors●Annual board self-evaluations●73% of the Board is comprised of independent directors		●Regular committee meetings throughout the year●Independent compensation consultant retained by and reporting to the Compensation Committee●Annual evaluation of Board skills matrix●Prohibition on hedging of stock●Board oversight of the Company’s environmental, social and governance (“ESG”) program ●27% of our directors self-identify as women or ethnic minorities

Shareholder Engagement

We believe active two-way engagement with shareholders is an important way to not only communicate the Company’s story, but also to solicit feedback from shareholders about aspects of the business they feel are most important.

Bridgewater regularly meets with shareholders to discuss the Company’s business model, strategy, financials, and corporate governance. In 2025, we engaged with institutional shareholders owning approximately 11.8 million shares of Company common stock, representing nearly 67% of the total institutional ownership as of December 31, 2025. Any shareholder feedback is regularly discussed among the strategic leadership team and the Board.

2025 Business Highlights and Positioning for Long-Term Success

2025 was a successful year for Bridgewater as we saw strong balance sheet growth, net interest margin expansion, and improved profitability. We executed on the strategic priorities we outlined at the beginning of the year, which included returning to more normalized levels of profitable growth, gaining loan and deposit market share, leveraging technology to support business growth, and executing on M&A integration and readiness initiatives. We believe we are well positioned to carry forward the momentum we created in 2025. Key business highlights in 2025 included the following:

●	pre-provision net revenue(1) increased $19.3 million, or 42.1%;

●	total deposits increased by $233.6 million, or 5.7%;

●	core deposits(2) increased by $244.6 million, or 7.9%;

●	gross loans increased by $441.0 million, or 11.4%;

●	full-year net interest margin (on a fully tax-equivalent basis) expanded 37 basis points;

●	net loan charge-offs as a percentage of average loans of 0.04%;

●	tangible book value per share(1) increased 15.3% to $15.55;

●	successfully completed the systems conversion related to the First Minnetonka City Bank acquisition; and

●	successfully launched an upgraded retail and small business online banking platform.

(1)	Represents a non-GAAP financial measure. See “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”), for further details.

(2)	Core deposits are defined as total deposits less brokered deposits and certificates of deposit greater than $250,000.

2026 Proxy Statement	5

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.