Bridgewater Bancshares, Inc. Annual Report

ITEM 3. LEGAL PROCEEDINGS Neither the Company nor any of its subsidiaries is a party, and no property of these entities is subject, to any material pending legal proceedings, other than ordinary routine litigation incidental to the Bank’s business. The Company does not know of any proceeding contemplated by a governmental authority against the Company or any of its subsidiaries. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock trades on the Nasdaq Stock Market (“Nasdaq”) under the symbol “BWB.” As of March 3, 2020, the Company had 125 holders of record of the Company’s common stock and an estimated 1,957 additional beneficial holders of the Company’s common stock whose stock was held in street name by brokerages or fiduciaries. Issuer Purchases of Equity Securities On January 22, 2019, the Company’s board of directors approved a stock repurchase program (the “Program”) which authorizes the Company to repurchase up to $15.0 million of its common stock, subject to certain limitations and conditions. The Program was effective immediately and will continue for a period of 24 months. The Program does not obligate the Company to repurchase any shares of its common stock, and other than repurchases that have been completed to date, there is no assurance that the Company will do so. Under the Program, the Company may repurchase shares of common stock from time to time in open market or privately negotiated transactions. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including general market and economic conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The Company may, in its discretion, begin, suspend or terminate repurchases at any time prior to the Program’s expiration, without any prior notice. On July 23, 2019, the Company’s board of directors approved a $10.0 million increase to the Program, increasing the authorization to repurchase common stock under the Program from a total of $15.0 million to a total of $25.0 million. The Program continues through January 22, 2021. The Company made no repurchases of its outstanding common stock during the fourth quarter of 2019.

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