Bridgewater Bancshares Inc

Other than disclosed below, there have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2024.

Transaction-Related Risks

The Company May Fail to Realize the Anticipated Benefits of the Proposed Merger with First Minnetonka City Bank.

Bridgewater Bank and First Minnetonka City Bank have operated and, until the consummation of the proposed merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, the Company’s ability to combine the businesses of Bridgewater Bank and First Minnetonka City Bank in a manner that permits growth opportunities, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies, and does not materially disrupt the existing customer relationships of Bridgewater Bank and First Minnetonka City Bank nor result in decreased revenues due to any loss of customers. If the Company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on the surviving corporation’s business, financial condition, operating results, prospects and stock price.

While individuals employed by First Minnetonka City Bank immediately prior to the effective time will automatically become employees of Bridgewater Bank following the merger, certain employees may not be retained by Bridgewater Bank after the merger. In addition, certain employees that the Company wishes to retain may elect to terminate their employment as a result of the merger, which could delay or disrupt the integration process. It is possible that the integration process could result in the disruption of the Company’s or FMB’s ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of Bridgewater Bank and First Minnetonka City Bank to maintain relationships with customers and employees or to achieve the anticipated benefits and cost savings of the merger.

Among the factors considered by the boards of directors of both the Company and FMB in connection with their respective approvals of the merger agreement were the anticipated benefits that could result from the merger. There can be no assurance that these benefits will be realized within the time periods contemplated or at all.