Bridgewater Bancshares, Inc._2024 Proxy Statement

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION  The Board recommends a vote for a “1 YEAR” frequency for the non-binding shareholder vote to approve the compensation of our named executive officers.

PROPOSAL 3

General In accordance with Section 14A of the Exchange Act, we are conducting a separate non-binding, advisory shareholder vote, commonly known as a “say-on-frequency” vote, on the frequency with which shareholders will vote on the compensation of our NEOs, such as the one contained in Proposal 2 above, in future years. Shareholders are provided the option of selecting a frequency of every year, every two years or every three years, or they may abstain from the vote. Say on Frequency Vote Section 14A of the Exchange Act requires us to conduct a say-on-frequency vote at least once every six years. The next such vote will be held at the 2030 annual meeting. After careful consideration, the Board is recommending that future shareholder advisory votes on NEO compensation continue to be conducted annually. The Board values and encourages constructive input from our shareholders regarding the Company’s compensation philosophy, policies and practices, and believes it is important that such policies and practices are aligned with the best interests of our shareholders. An annual advisory vote on NEO compensation will provide the Board and the Compensation Committee with useful information on shareholder sentiment about these important matters on a frequent and consistent basis. Shareholder Vote Necessary to Approve the Frequency of Future Shareholder Advisory Votes on Named Executive Officer Compensation The choice which receives the highest number of votes will be deemed the choice of the shareholders. Abstentions and “broker non-votes” will be disregarded and have no effect on the outcome of the vote. While this Say-on-Frequency advisory vote is required, as provided in Section 14A of the Exchange Act, it is not binding on the Board and may not be construed as overruling any decision by the Board. However, the Board will take into account the outcome of the vote when determining the frequency of future advisory votes on NEO compensation.

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Bridgewater Bancshares, Inc.