Jeffrey Shellberg retains control after 54,882-share plan transfers

Rhea-AI Filing Summary

Bridgewater Bancshares Inc. (BWB) Form 4 shows director Jeffrey D. Shellberg reported transactions dated 10/09/2025. The filing records two Code G transactions affecting common stock: a disposition of 54,882 shares and an acquisition of 54,882 shares, both reported with a $0 price, consistent with transfers under a Rule 10b5-1 or similar plan. After the reported activity, Mr. Shellberg directly beneficially owned 289,613 shares and indirectly beneficially owned 372,272 shares through three trusts (holding 87,000, 65,000 and 220,272 implied) for which he has voting and investment power as trustee. The form is signed by an attorney-in-fact on 10/10/2025.

Positive

• Maintained voting and investment control over a substantial combined stake (direct 289,613 + indirect 372,272)
• Use of Code G transactions indicates transfers occurred under an established plan, which can reduce market-timing concerns

Negative

• None.

Insights

Corporate Governance Analyst

Director reports matched transfers of 10/09/2025

The transactions are coded G, indicating they were made under a previously established trading plan or instruction that satisfies Rule 10b5-1 conditions; both the sale and purchase list 54,882 shares at a $0 reported price, consistent with non-open-market transfer mechanics rather than market trades.

This reporting shows continued alignment of voting and investment control: Mr. Shellberg retains direct voting power over 289,613 shares and indirect control of 372,272 shares via three trusts where he is trustee. Monitor future Form 4 filings for additional plan-based transfers or open-market trades within the next 12 months.

10/10/2025 - 04:14 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shellberg Jeffrey D.

(Last) (First) (Middle)

C/O BRIDGEWATER BANCSHARES, INC.

4450 EXCELSIOR BLVD., SUITE 100

(Street)

ST. LOUIS PARK MN 55416

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bridgewater Bancshares Inc [ BWB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/09/2025		G		54,882	D	$0	289,613	D
Common Stock	10/09/2025		G		54,882	A	$0	372,272	I	By Trust(1)
Common Stock								87,000	I	By Trust(2)
Common Stock								65,000	I	By Trust(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares of common stock are held by Mr. Shellberg as trustee of the Jeffrey D. Shellberg Trust under agreement dated October 1, 2014. Mr. Shellberg possesses voting and investment power with respect to the shares of common stock held by the Jeffrey D. Shellberg Trust under agreement dated October 1, 2014.

2. Shares of common stock are held by Mr. Shellberg as trustee of the Susan K Shellberg Family Trust dated July 16, 2024. Mr. Shellberg possesses voting and investment power with respect to the shares of common stock held by the Susan K. Shellberg Family Trust dated July 16, 2024.

3. Shares of common stock are held by Mr. Shellberg as trustee of the Susan K. Shellberg Marital Trust dated July 16, 2024. Mr. Shellberg possesses voting and investment power with respect to the shares of common stock held by the Susan K. Shellberg Marital Trust dated July 16, 2024.

	/s/ Ben Klocke, Attorney-in-Fact	10/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did BWB director Jeffrey D. Shellberg report on Form 4 for 10/09/2025?

He reported two Code G transactions: a disposition of 54,882 shares and an acquisition of 54,882 shares, both shown at a $0 price.

How many BWB shares does Jeffrey D. Shellberg beneficially own after the reported transactions?

He directly beneficially owns 289,613 shares and indirectly beneficially owns 372,272 shares through three trusts.

What does Transaction Code G mean on a Form 4?

Code G indicates the transaction was made under a trading plan, commonly associated with Rule 10b5-1, allowing pre-planned transfers without market-timing.

Who holds voting and investment power for the trust-held BWB shares?

Mr. Shellberg is the trustee and possesses voting and investment power over the shares held in the three named trusts.

When was the Form 4 signed and filed for these transactions?

The form bears a signature by an attorney-in-fact dated 10/10/2025.