Bridgewater Bank Annual Report

Performance Graph

COMPARISON OF 9 MONTH CUMULATIVE TOTAL RETURN* Among Bridgewater Bancshares Inc.,the NASDAQ Composite Index and the NASDAQ Bank Index

$120

$110

$100

$90

$80

$70

$60

3/14/18

3/18

6/18

9/18

12/18

Bridgewater Bancshares Inc.

NASDAQ Composite

NASDAQ Bank

*$100 invested on3/14/18 in stockor 2/28/18 in index, including reinvestment of dividends. Fiscal year ending December 31.

Dividend Policy The Company has not historically declared or paid dividends on common stock and does not intend to declare or pay dividends on common stock in the foreseeable future. Instead, the Company anticipates that future earnings will be retained to support its operations and to finance the growth and development of the business. Any future determination relating to the Company’s dividend policy will be made by the board of directors and will depend on a number of factors, including historic and projected financial condition, liquidity and results of operations, capital levels and needs, tax considerations, any acquisitions or potential acquisitions that may be pursued, statutory and regulatory prohibitions and other limitations, the terms of any credit agreements or other borrowing arrangements that restrict the ability to pay cash dividends, general economic conditions and other factors deemed relevant by the board of directors. The Company is not obligated to pay dividends on its common stock and is subject to restrictions on paying dividends on common stock. Dividend Restrictions As a Minnesota corporation, the Company is subject to certain restrictions on dividends under the Minnesota Business Corporation Act, as amended. Generally, a Minnesota corporation is prohibited from paying a dividend if, after giving effect to the dividend the corporation would not be able to pay its debts as the debts become due in the usual course of business, or the corporation's total assets would be less than the sum of its total liabilities, plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. In addition, the Company is subject to certain restrictions on the payment of cash dividends as a result of banking laws, regulations and policies. See "Supervision and Regulation—Supervision and Regulation of the Company—Dividend Payments." Because the Company is a financial holding company and does not engage directly in business activities of a material nature, the ability to pay dividends to shareholders depends, in large part, upon receipt of dividends from the Bank, which is also subject to numerous limitations on the payment of dividends under federal and

43