Form 4: Bridgewater Bancshares CEO Sells Shares Under 10b5-1 Plan

Bridgewater Bancshares CEO Jerry J. Baack sold a total of 25,000 shares of common stock in open market transactions on November 12 and 13, 2025, under a Rule 10b5-1(c) plan.

Summary

• Jerry J. Baack, CEO and Director of Bridgewater Bancshares Inc. (BWB), reported sales of common stock.
• The transactions were 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).
• On November 12, 2025, 18,007 shares of common stock were sold at a weighted average price of $17.0704 per share, with prices ranging from $17.00 to $17.21.
• On November 13, 2025, an additional 6,993 shares of common stock were sold at a weighted average price of $17.0009 per share, with prices ranging from $17.00 to $17.01.
• Following these transactions, Baack directly beneficially owns 1,164,361 shares of common stock.
• Baack also indirectly beneficially owns 3,000 shares of common stock as custodian for children.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling reduces direct ownership, the disclosure that the transactions were executed under a Rule 10b5-1(c) plan mitigates concerns that the sales are based on adverse non-public information. It represents a pre-planned liquidity event rather than a signal of management's immediate outlook on the company's prospects.

Positives

• The sales were conducted under a Rule 10b5-1(c) plan, indicating pre-scheduled transactions not based on new, non-public information.

Negatives

• CEO Jerry J. Baack reduced his direct beneficial ownership in Bridgewater Bancshares Inc. by a total of 25,000 shares.
• The sales occurred at prices between $17.00 and $17.21 per share.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This insider transaction report reflects a routine personal portfolio management activity by a senior executive and does not inherently provide insights into broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Jerry J. Baack indirectly beneficially owns 3,000 shares of common stock as custodian for children.

Stakeholder Impact

• Shareholders: The direct beneficial ownership of the CEO has decreased by 25,000 shares, which may be viewed as a slight reduction in insider alignment, though mitigated by the 10b5-1 plan.

Key Dates

Recommendation

The filing reports a pre-scheduled insider sale by the CEO under a Rule 10b5-1(c) plan. This is a routine event for executives managing their personal portfolios and does not typically provide new fundamental information about the company's operational performance or future prospects that would warrant a change in an investment thesis. Investors should monitor future company performance and financial reports for more substantive signals.

Keywords

Bridgewater Bancshares, BWB, Insider Transaction, Form 4, Stock Sale, CEO, Jerry J. Baack, 10b5-1 Plan