[D/A] Bridgewater Bancshares, Inc. SEC Filing

Rhea-AI Filing Summary

Bridgewater Bancshares Inc. (symbol: BWBBP) has filed an amended Form D notice (Rule 506(b) exemption) confirming completion of an $80 million private placement of debt securities. The first sale occurred on 24 June 2025 and the entire authorized amount has already been sold, leaving $0 remaining. The offering was limited to 37 investors, each committing at least $100,000. No non-accredited investors participated.

The company engaged three broker-dealers—Piper Sandler & Co., D.A. Davidson & Co., and Hovde Group LLC—and expects to pay a combined $1 million in sales commissions; no finder’s fees were disclosed. The filing states that none of the proceeds will be paid to executive officers, directors, or promoters, addressing potential related-party concerns.

The notice affirms that the offering will not extend beyond one year and is unrelated to any business-combination transaction. Bridgewater Bancshares declines to disclose its revenue range, but classifies itself under the Commercial Banking industry and confirms it is not an investment company under the 1940 Act.

Key implications for investors:

• Completion of a significant non-dilutive capital raise enhances liquidity without issuing equity.
• The use of a well-known Reg D exemption limits public disclosure of terms such as interest rate or maturity.
• Modest commission expense (~1.25% of proceeds) and $0 insider payments suggest prudent capital-raising practices.

Positive

• $80 million debt offering fully subscribed, providing immediate liquidity.
• Capital raise is non-dilutive to existing shareholders since securities are debt, not equity.
• No proceeds directed to insiders, reducing conflict-of-interest concerns.
• Reasonable $1 million commission (~1.25% of proceeds) indicates cost-effective execution.

Negative

• Additional leverage increases balance-sheet risk; specific debt terms are undisclosed.
• Reliance on private placement limits transparency—investors lack information on interest rate, maturity, and covenants.

Insights

Financial Analyst

TL;DR: Bridgewater closes $80 M debt raise under Reg D; boosts liquidity, raises leverage, no insider payouts.

The filing confirms a fully subscribed $80 million private debt placement completed within weeks of first sale. For a regional bank, this bolsters capital resources without equity dilution, which shareholders often view favorably. The 1.25% commission is reasonable versus market norms and signals efficient execution by the three lead brokers. Absence of insider proceeds removes governance red flags. However, additional leverage—terms undisclosed—could pressure capital ratios if not matched by asset growth. Overall, the transaction looks incrementally positive but impact hinges on cost of debt, which is not provided in the Form D.

Corporate Governance Expert

TL;DR: Governance clean—no insider payments, transparent broker disclosure, standard Rule 506(b) safeguards.

From a governance stance, the company discloses all key executives and directors and certifies that none will receive proceeds. Rule 506(b) restricts solicitation to accredited investors, reducing retail-investor protection risk. The filing also documents service-of-process acceptance and affirms no disqualifying events under Rule 506(d). These elements limit compliance risk and enhance fiduciary credibility. Because it is an amendment, investors should note any prior changes, but this document alone shows sound governance practices.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001341317

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Bridgewater Bancshares Inc

Jurisdiction of Incorporation/Organization

MINNESOTA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Bridgewater Bancshares Inc
Street Address 1		Street Address 2
4450 EXCELSIOR BLVD.		SUITE 100
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ST. LOUIS PARK	MINNESOTA	55416	952-893-6868

3. Related Persons

Last Name	First Name	Middle Name
Baack	Jerry
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman and CEO

Last Name	First Name	Middle Name
Chybowski	Joe
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President and CFO

Last Name	First Name	Middle Name
Crocker	Mary Jayne
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive VP and Chief Strategy Officer

Last Name	First Name	Middle Name
Place	Nick
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Banking Officer

Last Name	First Name	Middle Name
Salazar	Lisa
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

Last Name	First Name	Middle Name
Shellberg	Jeff
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive VP and Chief Credit Officer

Last Name	First Name	Middle Name
Brezonik	Lisa
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Johnson	James
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Juran	David
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lawal	Mohammed
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Parish	Douglas
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Trutna	Tom
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Urness	Todd
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Volk	David
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale	2025-06-24				First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Piper Sandler & Co.	000000665
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
800 Nicollet Mall
City	State/Province/Country	ZIP/Postal Code
Minneapolis	MINNESOTA	55402
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CONNECTICUT GEORGIA ILLINOIS IOWA KANSAS MINNESOTA MISSISSIPPI MISSOURI NEBRASKA NEW JERSEY NEW YORK NORTH CAROLINA OHIO OKLAHOMA SOUTH DAKOTA WASHINGTON

Recipient	Recipient CRD Number None
D.A. Davidson & Co.	000000199
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
227 W. Monroe	Suite 5250
City	State/Province/Country	ZIP/Postal Code
Chicago	ILLINOIS	60606
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CONNECTICUT GEORGIA ILLINOIS IOWA KANSAS MINNESOTA MISSISSIPPI MISSOURI NEBRASKA NEW JERSEY NEW YORK NORTH CAROLINA OHIO OKLAHOMA SOUTH DAKOTA WASHINGTON

Recipient	Recipient CRD Number None
Hovde Group LLC	000025425
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1629 Colonial Parkway
City	State/Province/Country	ZIP/Postal Code
Inverness	ILLINOIS	60067
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA CONNECTICUT GEORGIA ILLINOIS IOWA KANSAS MINNESOTA MISSISSIPPI MISSOURI NEBRASKA NEW JERSEY NEW YORK NORTH CAROLINA OHIO OKLAHOMA SOUTH DAKOTA WASHINGTON

13. Offering and Sales Amounts

Total Offering Amount	$80,000,000	USD	or Indefinite
Total Amount Sold	$80,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

37

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$1,000,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Bridgewater Bancshares Inc	/s/ Joe Chybowski	Joe Chybowski	President and CFO	2025-07-09

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.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital did Bridgewater Bancshares (BWBBP) raise in the private offering?

The company raised $80 million in debt securities.

What exemption did Bridgewater Bancshares use for this offering?

It relied on Regulation D, Rule 506(b), allowing sales to accredited investors without public registration.

How many investors participated and what was the minimum investment?

A total of 37 accredited investors participated, with a $100,000 minimum investment.

Will any proceeds be paid to Bridgewater Bancshares executives or directors?

The filing states that $0 of the proceeds will be used for payments to executives, directors, or promoters.

What were the sales commissions for the offering?

Bridgewater expects to pay $1 million in sales commissions to the three broker-dealers involved.

Is this a new offering or an amendment?

The Form D is marked as an Amendment; the first sale occurred on 24 June 2025.

Does the offering extend beyond one year?

No. The issuer indicated the offering will not last more than one year.