2019 Proxy Statement

Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan . The Company adopted the Bridgewater Bancshares, Inc. 2012 Combined Incentive and Non-Statutory Stock Option Plan, or the 2012 Stock Option Plan, effective March 27, 2012, subject to shareholder approval. Our shareholders approved the plan on April 24, 2012. Under the 2012 Stock Option Plan, we were permitted to grant awards to eligible persons in the form of incentive and non-statutory stock options. We had reserved up to 750,000 shares of common stock for issuance under the plan. After October 1, 2017, no shares remained available for grant under this plan. Any shares subject to options that are cancelled or expire prior to exercise become available for reissuance under the plan. Options that were granted under this plan will vest, become exercisable and contain such other terms and conditions as determined by the Board and set forth in individual agreements with the employees receiving the awards. The plan provides for acceleration of vesting and exercise privileges of outstanding options upon the occurrence of a change in control transaction. Bridgewater Bancshares, Inc. 2005 Combined Incentive and Non-Statutory Stock Option Plan . The Company adopted the Bridgewater Bancshares, Inc. 2005 Combined Incentive and Non-Statutory Stock Option Plan, or the 2005 Stock Option Plan, effective October 17, 2005. The 2005 Stock Option Plan was approved by shareholders on October 21, 2005. Under the 2005 Stock Option Plan, we were permitted to grant awards to eligible persons in the form of incentive and non-statutory stock options. We had reserved up to 1,000,000 shares of common stock for issuance under the plan. After January 1, 2014, no shares remained available for grant under this plan. Any shares subject to options that are cancelled or expire prior to exercise become available for reissuance under the plan; however, no new grants can be made from the plan after October 17, 2015. Options that were granted under this plan will vest, become exercisable and contain such other terms and conditions as determined by the Board and set forth in individual agreements with the employees receiving the awards. The plan provides for acceleration of vesting and exercise privileges of outstanding options upon the occurrence of a change in control. Outstanding Equity Awards at Fiscal Year-End The following table provides information for each of our named executive officers regarding outstanding stock options and unvested stock awards held by the officers as of December 31, 2018.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth information as of February 25, 2019, regarding the beneficial ownership of our common stock: • each shareholder known by us to beneficially own more than 5% of our outstanding common stock;

• each of our directors and director nominees; • each of our named executive officers; and • all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to options exercisable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each person identified in the table has sole voting and investment power over all of the shares shown opposite such person’s name. The percentage of beneficial ownership is based on 30,097,674 shares of our common stock outstanding as of February 25, 2019. Except as otherwise indicated, the address for each shareholder listed in the table below is: c/o Bridgewater Bancshares, Inc., 3800 American Boulevard West, Suite 100, Bloomington, Minnesota 55431.

Option Awards Number of Securities Underlying Option Unexercised Options (1) Exercise Exercisable Unexercisable Price

Amount and Nature of Percent

Name

Beneficial Ownership

of Class

5% Shareholders Castle Creek Capital Partners V, LP (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EJF Capital LLC (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FMR LLC (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Endeavour Capital Advisors Inc. (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors and Named Executive Officers Jerry Baack (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mary Jayne Crocker (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . James S. Johnson (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David B. Juran (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Douglas J. Parish . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jeffrey D. Shellberg (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thomas P. Trutna (10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Todd B. Urness (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David J. Volk (12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All directors and executive officers—as a group (12 persons) (13) . . . . . . . . . . . . . . .

Name

(#)

(#)

($) Option Expiration Date

2,263,582 2,260,193 1,743,761 1,614,796 1,216,704 199,981 254,333 1,289,090 834,750 222,478 1,116,882 9,000

7.52 % 7.51 % 5.79 % 5.37 %

Jerry Baack . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,000

30,000 $ 3.00 December 31, 2023

30,000

120,000 10,000 120,000 15,000 120,000

7.47 September 30, 2027 3.00 December 31, 2023 7.47 September 30, 2027 3.00 December 31, 2023

Mary Jayne Crocker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000

30,000

Jeffrey D. Shellberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000

30,000 7.47 September 30, 2027 (1) All option awards vest in 20% increments on the first five anniversaries of the date of grant. All outstanding unvested options are accelerated and vest in full upon a change in control of the Company or in the event of the death of a named executive officer.

4.02 %

* *

4.28 %

*

2.76 %

*

3.71 %

—

*

5,319,968

17.31 %

*Indicates one percent or less.

(1) Reflects shares beneficially owned by Castle Creek Capital Partners V, LP (“Castle Creek”) as of October 25, 2018, according to a Schedule 13D filed jointly by Castle Creek and Castle Creek Capital V LLC (“CCC V”) with the SEC on February 26, 2019.

22

23