2022 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

1,517,400 of the shares and sole dispositive power over all the shares. The address reported on the Schedule 13G/A is 55 East 52nd Street, New York, NY 10055. (2) Based solely on information provided by Castle Creek Capital Partners V, LP (“Castle Creek”), includes 2,206,568 shares beneficially owned by Castle Creek and 6,400 shares beneficially owned by Castle Creek Advisors IV LLC. The address for Castle Creek is 11682 El Camino Real, Suite 320, San Diego, CA 92130. (3) Includes 40,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 28, 2022. Includes 86,775 shares held by Mr. Juran as co-trustee of a marital trust dated June 18, 2002 and includes 10,725 shares held by Mr. Juran as co-trustee of a residuary trust dated June 18, 2002. Includes 239,274 shares held by Mr. Juran as trustee of a revocable trust dated September 17, 2018. Includes 8,532 shares held in a revocable trust dated January 31, 2014 for which Mr. Juran is the attorney-in-fact for the trustee of the trust and Mr. Juran may possess voting power and investment power with respect to the shares of common stock under the trust. (4) Reflects shares beneficially owned by Thrivent Financial for Lutherans (“Thrivent”) as of December 31, 2021, according to a Schedule 13G/A filed by Thrivent with the SEC on March 3, 2022. Based solely on the Schedule 13G/A, Thrivent had sole voting power and sole dispositive power over 19,262 shares and shared voting power and shared dispositive power over 1,909,138 shares. The address reported on the Schedule 13G/A is 901 Marquette Avenue, Suite 2500, Minneapolis, Minnesota 55402. (5) Includes 217,500 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 28, 2022. Excludes 162,500 shares of our common stock underlying options that are subject to vesting. Includes 9,600 shares of unvested restricted stock of which he has the right to vote. Excludes 37,866 shares of restricted stock units that will not vest within 60 days of February 28, 2022. Includes 3,000 shares held by Mr. Baack as custodian for children. Includes 4,200 shares held by Mr. Baack for dependent child. Includes 7,000 shares held jointly with Mr. Baack’s spouse. A total of 300,000 shares are pledged as security for indebtedness. (6) Includes 148,250 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 28, 2022. Excludes 63,500 shares of our common stock underlying options that are subject to vesting. Includes 5,000 shares of unvested restricted stock of which she has the right to vote. Excludes 21,255 shares of restricted stock units that will not vest within 60 days of February 28, 2022. Includes 25,000 shares held jointly with Ms. Crocker’s spouse and 5,000 shares held jointly with Ms. Crocker’s child. (7) Includes 40,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 28, 2022. Includes 69,250 shares held by Mr. Johnson as co-trustee of the James S. Johnson Trust, dated May 28, 2015 and includes 76,750 shares held by Mr. Johnson as co-trustee of the Jolynn Johnson Trust dated May 28, 2015. Includes 10,417 shares held by Mr. Johnson’s spouse in an IRA. (8) Includes 207,500 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 28, 2022. Excludes 62,500 shares of our common stock underlying options that are subject to vesting. Includes 4,667 shares of unvested restricted stock of which he has the right to vote. Excludes 19,018 shares of restricted stock units that will not vest within 60 days of February 28, 2022. Includes 298,890 shares held by Mr. Shellberg as co-trustee of the Jeffrey D. Shellberg Trust under agreement dated October 1, 2014. Includes 172,000 shares held by Mr. Shellberg as co-trustee of the Susan K. Shellberg Trust under agreement dated October 1, 2014. A total of 100,000 shares are pledged as security for indebtedness. (9) Includes 40,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 28, 2022. Includes 40,478 shares held jointly with Mr. Trutna’s spouse. (10) Includes 40,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 28, 2022. A total of 350,478 shares are pledged as security for indebtedness. (11) Mr. Volk is a principal at Castle Creek Capital V LLC, which is the sole general partner of Castle Creek, which entity owns 2,206,568 shares of the Company’s common stock. Additionally, Castle Creek Advisors IV LLC, an affiliate of Castle Creek, owns 6,400 shares of the Company’s common stock. Mr. Volk disclaims beneficial ownership of such shares held by Castle Creek and Castle Creek Advisors IV LLC, except to the extent of his pecuniary interest therein. (12) Includes a total of 1,073,978 shares subject to stock options that are currently exercisable or are exercisable within 60 days of February 28, 2022. Excludes 564,000 shares of our common stock underlying options that are subject to vesting. Includes a total of 29,601 shares of unvested restricted stock of which such holder has the right to vote. Excludes 136,602 shares of restricted stock units that will not vest within 60 days of February 28, 2022. A total of 760,478 shares are pledged as security for indebtedness.

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Bridgewater Bancshares, Inc.