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

Bridgewater Bancshares CEO Jerry J. Baack sold 27,097 shares of common stock in two transactions totaling approximately $485,000, executed under a Rule 10b5-1 plan.

Summary

• CEO and Director Jerry J. Baack of Bridgewater Bancshares Inc (BWB) sold a total of 27,097 shares of common stock.
• The sales occurred on December 8, 2025, and December 9, 2025.
• On December 8, 2025, 14,058 shares were sold at a weighted average price of $17.9115 per share, with prices ranging from $17.82 to $18.05.
• On December 9, 2025, 13,039 shares were sold at a weighted average price of $17.9735 per share, with prices ranging from $17.76 to $18.025.
• These transactions were executed pursuant to a Rule 10b5-1 pre-arranged trading plan.
• Following these sales, Baack directly beneficially owns 1,162,264 shares and indirectly owns 3,000 shares as custodian for children.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While insider selling can be perceived negatively, the execution under a Rule 10b5-1 plan mitigates concerns that the sale is based on adverse non-public information, making it a more routine event.

Positives

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

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived negatively by the market as it reduces management's direct equity stake.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Management Comments

• The filing indicates that 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).

Industry Context

Insider selling is a common occurrence across all industries. While often viewed with caution, sales executed under a Rule 10b5-1 plan are generally considered less indicative of a negative outlook for the company compared to unscheduled sales, as they are pre-planned and not based on immediate, non-public information.

Comparison to Industry Standards

• This Form 4 reports a standard insider transaction. Without specific context on other insider activity within Bridgewater Bancshares or its banking industry peers, it is difficult to make a direct comparison.
• The use of a Rule 10b5-1 plan aligns with best practices for corporate insiders to manage their stock holdings while mitigating concerns about trading on material non-public information.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a signal, though the Rule 10b5-1 plan suggests it's for personal financial planning rather than a reflection of company performance.

Key Dates

Recommendation

The insider sale, while a reduction in direct ownership, was executed under a Rule 10b5-1 plan, which typically indicates a pre-scheduled transaction for personal financial management rather than a reaction to new, negative company developments. This mitigates the negative signal often associated with insider selling, suggesting no immediate change to the investment thesis based solely on this filing.

Keywords

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