Bridgewater Bancshares, Inc._2024 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

(7) Includes 187,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 26, 2024. Excludes 10,000 shares of our common stock underlying options that are subject to vesting. Excludes 27,927 shares of restricted stock units that will not vest within 60 days of February 26, 2024. Includes 27,500 shares held jointly with Ms. Crocker’s spouse and 5,000 shares held jointly with Ms. Crocker’s child. (8) 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. (9) Includes 15,607 shares held by Mr. Parish as co-trustee of the Douglas J. Parish Revocable Trust, dated May 27, 2022. (10) Includes 206,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 26, 2024. Excludes 25,000 shares of our common stock underlying options that are subject to vesting. Excludes 22,345 shares of restricted stock units that will not vest within 60 days of February 26, 2024. Includes 9,300 shares held jointly with Mr. Place’s spouse. Includes 7,500 shares held by Mr. Place’s spouse in an IRA. (11) Includes 185,000 shares of our common stock underlying options that are currently exercisable or are exercisable within 60 days of February 26, 2024. Excludes 10,000 shares of our common stock underlying options that are subject to vesting. Excludes 24,149 shares of restricted stock units that will not vest within 60 days of February 26, 2024. Includes 283,890 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. (12) A total of 860,478 shares are pledged as security for indebtedness. (13) Mr. Volk is a principal at Castle Creek Capital VIII LLC, which is the sole general partner of Castle Creek, which entity owns 2,206,568 shares of the Company’s common stock. Mr. Volk disclaims beneficial ownership of such shares held by Castle Creek, except to the extent of his pecuniary interest therein. (14) Includes a total of 1,142,228 shares subject to stock options that are currently exercisable or are exercisable within 60 days of February 26, 2024. Excludes 152,500 shares of our common stock underlying options that are subject to vesting. Excludes 182,305 shares of restricted stock units that will not vest within 60 days of February 26, 2024. A total of 1,270,478 shares are pledged as security for indebtedness.

2024 Proxy Statement

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