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

Jeffrey D. Shellberg, EVP and Chief Credit Officer of Bridgewater Bancshares, sold 6,040 shares of common stock for approximately $16.09 per share under a pre-arranged 10b5-1 plan.

Summary

• Jeffrey D. Shellberg, Executive Vice President and Chief Credit Officer of Bridgewater Bancshares Inc. (BWB), reported a sale of the company's common stock.
• The transaction involved the disposition of 6,040 shares of common stock.
• The shares were sold at a weighted average price of $16.0923 per share, with individual transaction prices ranging from $16.01 to $16.22.
• The sale was executed on August 22, 2025, and was conducted pursuant to a Rule 10b5-1(c) trading plan.
• Following this transaction, Mr. Shellberg directly holds 289,613 shares and indirectly holds 469,390 shares through various family trusts, totaling 758,003 shares.

Sentiment

Score: 6

Explanation: The sale is a routine insider transaction under a 10b5-1 plan, which is generally neutral. The executive retains significant ownership, which is a positive. However, any insider sale can be viewed with slight caution by some investors.

Positives

• The sale was conducted under a Rule 10b5-1(c) plan, indicating it was pre-scheduled and not based on new, non-public information, which enhances transparency.
• Mr. Shellberg retains a significant beneficial ownership of 758,003 shares in Bridgewater Bancshares, demonstrating continued alignment with shareholder interests.

Negatives

• An insider sale, even if pre-planned, can sometimes be perceived with slight caution by the market as it reduces the insider's direct equity stake.

Risks

• No specific risks are mentioned in this Form 4 filing beyond the general market perception of insider sales.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance. It solely reports an insider transaction.

Management Comments

• The reporting person undertakes to provide to Bridgewater Bancshares, Inc., any security holder of Bridgewater Bancshares, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price set forth in this footnote to this Form 4.

Industry Context

Insider transactions are common across all industries. For banking, such sales by executives can sometimes be interpreted as a signal, though a 10b5-1 plan mitigates concerns about opportunistic timing. The sale of a relatively small portion of total holdings by a senior executive in a regional bank like Bridgewater Bancshares is generally not a significant industry-wide event.

Comparison to Industry Standards

• Insider sales under Rule 10b5-1 plans are a standard practice for executives to manage personal finances while avoiding accusations of trading on material non-public information. This aligns with best practices for corporate governance in publicly traded companies, including those in the banking sector.
• The retained ownership of 758,003 shares by Mr. Shellberg is substantial, indicating continued alignment with shareholder interests, which is a positive signal compared to executives who significantly reduce their holdings.

Corporate Governance

Related Party Transactions

• Shares are held indirectly by Mr. Shellberg as trustee for the Jeffrey D. Shellberg Trust, Susan K Shellberg Family Trust, and Susan K. Shellberg Marital Trust, which are related party holdings.

Stakeholder Impact

• Shareholders: The sale by a key executive, even if pre-planned, might lead to minor short-term market speculation. However, the executive's continued substantial ownership suggests ongoing commitment.

Next Steps

• Bridgewater Bancshares, Inc. or the SEC staff may request full information regarding the number of shares sold at each separate price from the reporting person.

Key Dates

Recommendation

The filing reports a routine insider sale under a pre-arranged 10b5-1 plan, which is a neutral event. The executive retains a substantial equity stake, indicating continued alignment with the company's performance. There are no new material financial disclosures or strategic shifts that would warrant a change in investment thesis based solely on this Form 4.

Keywords

Bridgewater Bancshares, BWB, Insider Sale, Form 4, Jeffrey D. Shellberg, EVP, Chief Credit Officer, Stock Transaction, 10b5-1 Plan, Financial Services, Banking