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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

December 16, 2024

Date of Report

(Date of earliest event reported)

BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of

incorporation)

001-38412

(Commission File Number)

26-0113412

(I.R.S. Employer

Identification No.)

4450 Excelsior Boulevard, Suite 100

St. Louis Park, Minnesota

(Address of principal executive offices)

55416

(Zip Code)

Registrant’s telephone number, including area code: (952) 893-6868

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class: 

      

Trading Symbol

    

Name of each exchange on which registered: 

Common Stock, $0.01 Par Value

Depositary Shares, each representing a 1/100th interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share

 

BWB

BWBBP

 

The NASDAQ Stock Market LLC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 7.01           Regulation FD Disclosure.

On December 13, 2024, Bridgewater Bancshares, Inc.’s (the “Company”) wholly-owned banking subsidiary, Bridgewater Bank, completed its previously announced acquisition (the “Merger”) of First Minnetonka City Bank (“FMCB”), pursuant to the Agreement and Plan of Merger, dated August 28, 2024. At the effective time of the Merger on December 13, 2024, FMCB merged with and into Bridgewater Bank, with Bridgewater Bank surviving the Merger as a wholly-owned subsidiary of the Company.

On December 16, 2024, the Company issued a press release announcing the completion of the Merger, a copy of which is attached to this report as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this item of this Form 8-K, and the related exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01           Financial Statements and Exhibits.

(d)          Exhibits

Exhibit 99.1

Press Release of Bridgewater Bancshares, Inc., dated December 16, 2024

Exhibit 104

Cover Page Interactive Data File (embedded within the inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Bridgewater Bancshares, Inc.

Date: December 16, 2024

By: /s/ Jerry Baack

Name: Jerry Baack

Title: Chairman and Chief Executive Officer

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Exhibit 99.1

Graphic

Graphic

Media Contact: Investor Contact:
Jessica Stejskal | SVP MarketingJustin Horstman | VP Investor Relations
jessica.stejskal@bwbmn.com | 952.893.6860justin.horstman@bwbmn.com | 952.542.5169

December 16, 2024

Bridgewater Bancshares, Inc. Completes Acquisition

of First Minnetonka City Bank

St. Louis Park, MN – Bridgewater Bancshares, Inc. (Nasdaq: BWB) (“Bridgewater”), the parent company of Bridgewater Bank, announced the completion of Bridgewater Bank’s acquisition of First Minnetonka City Bank (“FMCB”), effective December 13, 2024.

“We are excited to welcome First Minnetonka City Bank’s team members and clients to Bridgewater as we demonstrate our unique culture, provide responsive service and simple solutions, and offer an enhanced suite of products and services,” said Bridgewater Chairman and Chief Executive Officer, Jerry Baack. “This complementary acquisition aligns with and accelerates Bridgewater’s strategic priorities, including our focus on continued growth within the Twin Cities community. We believe the momentum created through the acquisition, along with ongoing market disruption in the Twin Cities, provides a catalyst for future success as we head into 2025.”

With the completion of the acquisition, Bridgewater has approximately $5.0 billion in total assets with nine full-service branches across the Twin Cities.

D.A. Davidson & Co. served as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to Bridgewater. Olsen Palmer LLC served as financial advisor and Winthrop & Weinstine PA served as legal counsel to First Minnetonka City Bank.

About Bridgewater
Bridgewater Bancshares, Inc. is a St. Louis Park, Minnesota-based financial holding company. Bridgewater’s banking subsidiary, Bridgewater Bank, is a premier, full-service Twin Cities bank

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dedicated to serving the diverse needs of commercial real estate investors, entrepreneurs, business clients and successful individuals. By pairing a range of deposit, lending and treasury management solutions with a responsive service model, Bridgewater has seen continuous growth and profitability. With total assets of approximately $5.0 billion and nine branches, Bridgewater is considered one of the largest locally led banks in the State of Minnesota, and has received numerous awards for its growth, banking services and esteemed corporate culture.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Bridgewater. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the possibility that any of the anticipated benefits of the merger will not be realized or will not be realized within the expected time period; the challenges of integrating and retaining key employees; the risk that integration of First Minnetonka City Bank’s operations with those of Bridgewater Bank will be materially delayed or will be more costly or difficult than expected; changes to tax legislation and their potential effects on the accounting for the merger; diversion of management’s attention from ongoing business operations and opportunities due to the merger; the effect of the merger on Bridgewater Bancshares, Inc.’s customer and employee relationships and operating results; changes in the global economy and financial market conditions and the business, results of operations and financial condition of Bridgewater Bancshares, Inc.; and any other risks described in the “Risk Factors” sections of reports filed by Bridgewater Bancshares, Inc. with the Securities and Exchange Commission.

Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. Bridgewater undertakes no obligation to publicly update any forward-looking statement, whether written or

2


oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Certain of the information contained in this presentation is derived from information provided by industry sources. Although Bridgewater believes that such information is accurate and that the sources from which it has been obtained are reliable, Bridgewater cannot guarantee the accuracy of, and have not independently verified, such information.

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v3.24.4
Document and Entity Information
Dec. 16, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 16, 2024
Entity File Number 001-38412
Entity Registrant Name BRIDGEWATER BANCSHARES, INC.
Entity Incorporation, State or Country Code MN
Entity Tax Identification Number 26-0113412
Entity Address, Address Line One 4450 Excelsior Boulevard, Suite 100
Entity Address, City or Town St. Louis Park
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55416
City Area Code 952
Local Phone Number 893-6868
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001341317
Amendment Flag false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol BWB
Security Exchange Name NASDAQ
Depositary Shares  
Document Information [Line Items]  
Title of 12(b) Security Depositary Shares
Trading Symbol BWBBP
Security Exchange Name NASDAQ

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