Bridgewater Bancshares, Inc._2024 Proxy Statement

QUESTIONS AND ANSWERS

matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non - vote.” At the meeting, all of the proposals are considered non - routine matters, except for the ratification of the appointment of our independent registered public accounting firm, which is considered a routine matter. What options do I have in voting on each of the proposals? You may vote “FOR” or withhold your vote with respect to the election of each director nominee. You may vote “1 YEAR”, “2 YEARS”, “3 YEARS”, or “ABSTAIN” with respect to the Say-On-Frequency proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each other proposal described in this proxy statement, and with respect to any other proposal that may properly be brought before the meeting. How many votes may I cast? You are entitled to cast one vote for each share of common stock you owned on the record date. What is the quorum required for each matter? The holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on each matter represented in person or by proxy will constitute a quorum for purposes of such matter at the meeting. Virtual attendance at the annual meeting constitutes presence “in person” for purposes of determining a quorum at the meeting. If less than a majority of the outstanding shares are represented at the meeting, a majority of the shares represented may adjourn the meeting at any time. As of the close of business on February 26, 2024, the record date, there were 27,710,319 shares of common stock issued and outstanding. Therefore, at least 13,855,160 shares need to be represented in order to constitute a quorum. Broker non-votes will count for purposes of determining whether or not a quorum is present since a routine matter (the ratification of the appointment of our independent registered public accounting firm) is on the proxy ballot. Similarly, With respect to the election of directors, the four individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of the Company to serve until the Company’s next annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation or removal. In an uncontested election, all director-nominees will be elected if they receive at least one vote. As a result, abstentions and broker non-votes, if any, will not affect the outcome of the election. With respect to the approval, on a non-binding advisory basis, of the Say-on-Pay proposal, if a majority of votes cast are voted “FOR” the approval of the proposal, then it will be approved. With respect to the vote, on a non-binding advisory basis, on the Say-on-Frequency proposal, the choice that receives the highest number of votes cast will be considered the choice of the shareholders. With respect to the ratification of the appointment of our independent registered public accounting firm, if a majority of the voting power of the shares of common stock present and entitled to vote are voted “FOR” the approval of the proposal, then it will be approved. How are abstentions and broker non-votes treated? With respect to (i) the election of directors, (ii) the Say-on-Pay proposal, and (iii) the Say-on-Frequency proposal, abstentions will not affect the outcome of the election or the proposals. Broker non-votes, which occur when brokers are prohibited from exercising voting authority for beneficial owners who have not provided voting instructions or otherwise do not vote on the proposal, will be disregarded and have no effect on the election or the proposals. abstentions will be considered in determining the presence of a quorum. How many votes are needed for approval of each proposal?

2024 Proxy Statement

5