Welcome to our dedicated page for Bridgewater Banc SEC filings (Ticker: BWBBP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Bridgewater Bancshares, Inc. (Nasdaq: BWB) disclosed that on 24 June 2025 it completed a private placement of $80 million aggregate principal amount of 7.625% fixed-to-floating rate subordinated notes due 2035. The debt was issued at par to institutional accredited investors and QIBs under a Subordinated Note Purchase Agreement and will be treated as Tier 2 regulatory capital.
The notes carry a 7.625% fixed coupon through 30 June 2030, after which the rate resets quarterly to three-month term SOFR + 388 bps. The company can redeem the notes in whole—but not in part—only under limited circumstances before 30 June 2030; thereafter it may redeem all or a portion at 100% of principal on any interest-payment date. The notes are unsecured, subordinated obligations, rank junior to senior indebtedness, and are not guaranteed by subsidiaries.
Net proceeds will be used to redeem $50 million of outstanding 5.25% subordinated notes due 2030 and for general corporate purposes, effectively lengthening liability duration but at a higher coupon. A Registration Rights Agreement obliges Bridgewater to exchange the privately placed notes for registered notes with substantially identical terms; failure to do so would trigger additional interest payments. The financing documents—including the Indenture, Purchase Agreement, and Registration Rights Agreement—are filed as Exhibits 4.1, 10.1, and 10.2, respectively.
An accompanying press release (Ex. 99.1) and investor presentation (Ex. 99.2) were furnished under Item 7.01, but are expressly not incorporated by reference for Exchange Act liability purposes.
Bridgewater Bancshares, Inc. (BWB) – Form 4 insider activity
Executive Vice President & Chief Strategy Officer Mary Jayne Crocker exercised employee stock options and acquired additional common shares on 06/17/2025.
- Non-derivative transaction: 20,000 common shares acquired through option exercise (Code M) at an exercise price of $7.47 per share.
- Post-transaction direct ownership rises to 202,985 common shares.
Derivative positions after the transaction
- 130,000 remaining options with a $7.47 strike expiring 09/30/2027 (2017 plan, vesting 20 % annually from 10/01/2017).
- 27,000 options at $12.92, expiring 12/06/2029 (2019 grant, 25 % annual vesting).
- 20,000 options at $17.50, expiring 02/01/2032 (2022 grant, 25 % annual vesting).
No shares were sold and no open-market transactions were disclosed. The filing was signed by attorney-in-fact Ben Klocke on 06/18/2025.
For investors, the key takeaway is that a senior officer chose to convert options into stock without immediately liquidating the shares, modestly increasing her equity stake and potentially signalling confidence in the company’s prospects.
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