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

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FORM 8-K
CURRENT REPORT

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

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August 17, 2022

Date of Report

(Date of earliest event reported)

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BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

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

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

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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:

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

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

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

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

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

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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).

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Emerging growth company ☒

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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. ☐

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Item 8.01           Other Events.

On August 18, 2022, Bridgewater Bancshares, Inc. (the “Company”) announced that its Board of Directors approved a new stock repurchase program (the “2022 Stock Repurchase Program”) which authorizes the Company to repurchase up to $25 million of its common stock, subject to certain limitations and conditions. This 2022 Stock Repurchase Program became effective on August 17, 2022 and will expire on August 16, 2024. The 2022 Stock Repurchase Program will replace and supersede the $40 million stock repurchase program which was originally announced in January 2019 (the “2019 Stock Repurchase Program”), under which approximately $1.6 million of Company common stock remained authorized for repurchase as of August 17, 2022. The 2019 Stock Repurchase Program was originally scheduled to expire in October 2022. The Company announced that it had purchased approximately $1.6 million of Company common stock under the 2019 Stock Repurchase Program during the third quarter of 2022. The 2022 Stock Repurchase Program does not obligate the Company to repurchase any shares of its common stock and there is no assurance that the Company will do so. A copy of the Company’s press release announcing the 2022 Stock Repurchase Program is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Under the 2022 Stock Repurchase Program, the Company may repurchase shares of common stock from time to time in open market or privately negotiated transactions. Any open market repurchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including general market and economic conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The Company may, in its discretion, begin, suspend or terminate repurchases at any time prior to the 2022 Stock Repurchase Program’s expiration, without any prior notice.

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Item 9.01           Financial Statements and Exhibits.

(d)          Exhibits

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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.

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