8-K - BWB - Equibles

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

FORM 8-K CURRENT REPORT

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

August 18, 2025

Date of Report

(Date of earliest event reported)

BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

<br><br><br><br>	<br><br>	<br><br><br><br>
Minnesota<br><br>(State or other jurisdiction of<br><br>incorporation)	001-38412<br><br>(Commission File Number)	26-0113412<br><br>(I.R.S. Employer<br><br>Identification No.)
	4450 Excelsior Boulevard, Suite 100<br><br>St. Louis Park , Minnesota<br><br>(Address of principal executive offices)	55416<br><br>(Zip Code)

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

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

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:

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

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

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

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

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

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, $0.01 Par Value<br><br>Depositary Shares, each representing a 1/100th interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 par value per share	BWB<br><br>BWBBP	The NASDAQ Stock Market LLC<br><br>The NASDAQ Stock Market LLC

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).

Emerging growth Company ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 19, 2025, Bridgewater Bancshares, Inc. (the “Company”), the parent company of Bridgewater Bank (the “Bank”), announced the upcoming retirements of Mary Jayne Crocker, Executive Vice President and Chief Strategy Officer, and Jeffrey Shellberg, Executive Vice President and Chief Credit Officer. Mr. Shellberg is also a director of the Company and the Bank. In connection with their retirements, the Company announced the promotion to its Strategic Leadership Team, effective September 15, 2025, of Laura Espeseth as Chief Administrative Officer, Katie Morrell as Chief Credit Officer, and Jessica Stejskal as Chief Experience Officer.

In preparation for the transition, the Company and the Bank entered into amendments of each of Ms. Crocker’s and Mr. Shellberg’s existing employment agreements, which modify the terms and compensation arrangements of their agreements for the duration of their respective employment terms (together, the “Amendments”). Pursuant to the Amendments, Ms. Crocker’s employment agreement was amended to end on February 15, 2026 and Mr. Shellberg’s employment agreement was amended to end on October 9, 2026. Each has indicated that they will retire at the end of the term of their employment agreement. Mr. Shellberg intends to continue to serve as director of the Company and the Bank following his retirement.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by the terms and conditions of those documents, complete copies of which are attached hereto as Exhibit 10.1 and 10.2. Except as modified by the Amendments, the employment agreements for each of Ms. Crocker and Mr. Shellberg remain in effect in accordance with their respective terms.

On August 18, 2025, the Board of Directors (the “Board”) of the Company increased the number of directors constituting the entire Board from ten to eleven directors, and, upon the recommendation of the Company’s Nominating and ESG Committee, appointed Mary Jayne Crocker as a director to fill the vacancy created by this increase. Ms. Crocker’s initial term will commence on February 16, 2026, following her retirement from employment with the Company. There are no arrangements or understandings between Ms. Crocker and any other persons pursuant to which she was selected as a director. The Board has determined that Ms. Crocker will not initially qualify as an independent director under the rules of The Nasdaq Stock Market LLC and the Securities and Exchange Commission due to her previous service as an executive officer of the Company, and as a non-independent director, she will not initially be appointed to any Board committees. There are no family relationships between Ms. Crocker and any director or executive officer of the Company, and there are no related party transactions between the Company and Ms. Crocker that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Crocker will also serve as director of the Bank, with her initial term commencing on February 16, 2026.

Upon commencement of her term as a non-employee director of the Company, Ms. Crocker will participate in the Company’s Non-Employee Director Compensation Program. Pursuant to such program, Ms. Crocker will receive a quarterly retainer of $20,000 for service on the Board, which amount will be prorated for any partial term. A portion of the quarterly retainer may be paid in the Company’s common stock in accordance with the terms of the Company’s Non-Employee Director Compensation Program.

Item 7.01 Regulation FD Disclosure.

On August 19, 2025, the Company issued a press release announcing its executive leadership transitions and Ms. Crocker’s appointment to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing. 2

Item 9.01 Financial Statements and Exhibits.

(d)****Exhibits

Exhibit 10.1	First Amendment to Employment Agreement among Bridgewater Bancshares, Inc., Bridgewater Bank, and Mary Jane Crocker, dated August 18, 2025.
Exhibit 10.2	First Amendment to Employment Agreement among Bridgewater Bancshares, Inc., Bridgewater Bank, and Jeffrey Shellberg, dated August 18, 2025.
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Exhibit 99.1	Press Release of Bridgewater Bancshares, Inc., dated August 19, 2025
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Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.


	Bridgewater Bancshares, Inc.


Date: August 19, 2025
	By: /s/ Jerry Baack
	Name: Jerry Baack
	Title: Chairman and Chief Executive Officer

Exhibit 10.1 Bridgewater Bancshares, Inc.

First Amendment to Employment Agreement

This First Amendment to Employment Agreement **** (this “Amendment”) is made and entered into as of August 18, 2025 (the “Effective Date”), by and between Bridgewater Bancshares, Inc. (the “Company”), Bridgewater Bank (the “Bank,” and together with the Company, the “Employer”), and Mary Jayne Crocker (“Executive,” and together with the Employer, the “Parties”).

Recitals

A.Executive and the Employer are parties to that certain Employment Agreement dated January 1, 2022 (the “Employment Agreement”).

B.Pursuant to Section 15 of the Employment Agreement, by this writing, the Parties desire to amend the Employment Agreement as provided herein.

Agreements

In consideration of the foregoing and of the mutual promises and covenants of the Parties set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby covenant and agree to the following revisions to the Employment Agreement:

1.All references to “Executive Vice President and Chief Operating Officer” are hereby deleted and replaced with references to “Executive Vice President and Chief Strategy Officer”.

2.Section 1 of the Employment Agreement is hereby amended by deleting the existing language thereof and replacing it with the following new language:

“The Employer shall employ Executive, and Executive shall be so employed, during the Employment Period in accordance with the terms of this Agreement. The ‘Employment Period’ shall be the period beginning on the Effective Date and ending on February 15, 2026, unless sooner terminated as provided herein.”

3.Section 3(a) of the Employment Agreement is hereby amended by deleting the existing language thereof and replacing it with the following new language:

“Executive shall be compensated at an annual rate of Two Hundred Fifty Thousand Dollars ($250,000) (the ‘Annual Base Salary’), which shall be payable in accordance with the normal payroll practices of the Employer then in effect.”

4.All other provisions of the Employment Agreement remain in full force and effect.

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In witness whereof, the Parties have executed this Amendment as of the Effective Date.


Bridgewater Bancshares, Inc.		Mary Jayne Crocker
By:	/s/ Jerry Baack	/s/ Mary Jayne Crocker
	Jerry Baack, CEO
	Bridgewater Bank
By:	/s/ Jerry Baack
	Jerry Baack, CEO

Exhibit 10.2 Bridgewater Bancshares, Inc.

First Amendment to Employment Agreement

This First Amendment to Employment Agreement **** (this “Amendment”) is made and entered into as of August 18, 2025 (the “Effective Date”), by and between Bridgewater Bancshares, Inc. (the “Company”), Bridgewater Bank (the “Bank,” and together with the Company, the “Employer”), and Jeffrey D. Shellberg (“Executive,” and together with the Employer, the “Parties”).

Recitals

A.Executive and the Employer are parties to that certain Employment Agreement dated January 1, 2022 (the “Employment Agreement”).

B.Pursuant to Section 15 of the Employment Agreement, by this writing, the Parties desire to amend the Employment Agreement as provided herein.

Agreements

1.All references to “Executive Vice President and Chief Credit Officer” are hereby deleted and replaced with references to “Deputy Chief Credit Officer”.

2.Section 1 of the Employment Agreement is hereby amended by deleting the existing language thereof and replacing it with the following new language:

“The Employer shall employ Executive, and Executive shall be so employed, during the Employment Period in accordance with the terms of this Agreement. The ‘Employment Period’ shall be the period beginning on the Effective Date and ending on October 9, 2026, unless sooner terminated as provided herein.”

3.Section 3(a) of the Employment Agreement is hereby amended by deleting the existing language thereof and replacing it with the following new language:

“Executive shall be compensated at an annual rate of Two Hundred Thousand Dollars ($200,000) (the ‘Annual Base Salary’), which shall be payable in accordance with the normal payroll practices of the Employer then in effect.”

4.All other provisions of the Employment Agreement remain in full force and effect.

********

In witness whereof, the Parties have executed this Amendment as of the Effective Date.


Bridgewater Bancshares, Inc.		Jeffrey D. Shellberg
By:	/s/ Jerry Baack	/s/ Jeffrey D. Shellberg
	Jerry Baack, CEO
	Bridgewater Bank
By:	/s/ Jerry Baack
	Jerry Baack, CEO

Exhibit 99.1


Media Contact: Emily Karpenske	Senior Communication Specialist<br>emily.karpenske@bwbmn.com	952.653.0624	Investor Contact: Justin Horstman	VP Investor Relations<br>justin.horstman@bwbmn.com	952.542.5169

August 19, 2025

Bridgewater Bancshares, Inc. Announces Executive Leadership Transitions

and Appoints Mary Jayne Crocker to Board of Directors

St. Louis Park, MN – Bridgewater Bancshares, Inc. (“Bridgewater”) (Nasdaq: BWB), the parent company of Bridgewater Bank (the “Bank”), today announced several upcoming executive leadership transitions as part of a thoughtful, well-planned succession strategy designed to support continued organizational growth and leadership continuity:

●	Mary Jayne Crocker, currently the Chief Strategy Officer, will retire from Bridgewater effective February 15, 2026. She will remain in her role as Chief Strategy Officer until her retirement. Mary Jayne has also been appointed to the Board of Directors of both Bridgewater and the Bank, with her terms beginning on February 16, 2026.
●	Jeff Shellberg, currently the Chief Credit Officer, will transition to Deputy Chief Credit Officer, effective September 15, 2025 and will retire from Bridgewater on October 9, 2026. Upon the transition, Jeff will step down from Bridgewater’s Strategic Leadership Team, though he will remain on the Board of Directors of both Bridgewater and the Bank.
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●	Katie Morrell, currently the Deputy Chief Credit Officer, will succeed Jeff as Chief Credit Officer and join Bridgewater’s Strategic Leadership Team, effective September 15, 2025.
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●	Jessica Stejskal, currently the Senior Vice President of Marketing, will transition to a newly defined role as Chief Experience Officer and join Bridgewater’s Strategic Leadership Team, effective September 15, 2025.
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●	Laura Espeseth, currently the Chief Accounting Officer, will transition to a newly defined role as Chief Administrative Officer and join Bridgewater’s Strategic Leadership Team, effective September 15, 2025.
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“This is more than a leadership transition—it’s a milestone moment for Bridgewater,” said Jerry Baack, Chairman and Chief Executive Officer. “Mary Jayne and Jeff are defining pillars of our growth story—leaders who helped build a $5 billion bank from the ground up with vision, resilience, and relentless focus. Their impact is enduring and what gives me the greatest confidence in our future is the caliber of leadership rising within Bridgewater. Katie, Jessica, and Laura are deeply trusted and well-prepared to take on these roles. Their talent, judgment, and energy will carry our strategy forward and I’m incredibly proud to welcome them to our Strategic Leadership Team.”

Celebrating the Legacy of Bridgewater’s Founding Leaders

Mary Jayne Crocker has played an instrumental role in Bridgewater’s growth since joining as the Bank’s first employee in 2005. Over the past two decades, she has shaped nearly every area of the organization during her time spent in various roles, including Chief Operating Officer from 2014 to 2024 and currently Chief Strategy Officer. Her leadership has driven the build-out and performance of critical functions including marketing, operations, technology, human resources, and facilities, all while preserving the Bank’s entrepreneurial edge. Mary Jayne will join the Board of Directors of both Bridgewater and the Bank on February 16, 2026 following her retirement, continuing her positive impact at the governance level.

Jeff Shellberg, a founding member of Bridgewater, built and maintained Bridgewater’s disciplined credit culture and risk management approach since its inception. Under his leadership as Chief Credit Officer, Bridgewater has seen consistently strong asset quality while generating robust loan growth. Jeff will support the transition by moving to Deputy Chief Credit Officer on September 15, 2025, through his retirement on October 9, 2026. Jeff will continue to serve on the Board of Directors of both Bridgewater and the Bank following his retirement.

Strengthening Bridgewater’s Leadership for the Future

Katie Morrell will succeed Jeff as Chief Credit Officer and join Bridgewater’s Strategic Leadership Team, effective September 15, 2025. She joined Bridgewater in 2020 and currently serves as Deputy Chief Credit Officer. Katie brings financial services experience from both Bremer Bank and RSM US LLP, where she worked in credit risk management and advisory roles. Katie has been instrumental in sustaining Bridgewater’s strong credit culture and performance while supporting its lending teams through a period of strategic growth. She holds a degree from the University of Minnesota’s Carlson School of Management and is a graduate of the Graduate School of Banking at Colorado.

Jessica Stejskal will transition to a newly defined role as Chief Experience Officer and join Bridgewater’s Strategic Leadership Team, effective September 15, 2025. Jessica joined Bridgewater in 2014 and currently serves as Senior Vice President of Marketing, where she has helped expand Bridgewater’s market presence and reinforced its reputation for an unconventional banking experience. As Chief Experience Officer, Jessica will lead enterprise initiatives that unify and elevate the client experience across all channels, driving continued brand strength and business growth. She holds a bachelor’s degree in communications from the University of North Dakota and an MBA from the University of St. Thomas.

Laura Espeseth will transition to a newly defined role as Chief Administrative Officer and join Bridgewater’s Strategic Leadership Team, effective September 15, 2025. She has been with Bridgewater since 2017 holding various leadership roles in the finance department overseeing financial reporting, regulatory oversight, and process improvement. Laura has served as Chief Accounting Officer since 2024 during which time she has further strengthened Bridgewater’s financial leadership. With a background in public accounting and a track record of scaling the Bank’s financial controls during its growth, Laura brings a strong combination of technical expertise and leadership continuity to Bridgewater’s Strategic Leadership Team. She has a bachelor’s degree from St. Cloud State University’s Herberger Business School and is a graduate of the Graduate School of Banking at Colorado.

“While we celebrate the invaluable contributions Mary Jayne and Jeff have made in creating the prosperous organization Bridgewater is today, we also look ahead to how Katie, Jessica, and Laura’s leadership will help shape Bridgewater’s future success,” said Joe Chybowski, President and Chief Financial Officer. “With a talented team of dynamic leaders across the organization, Bridgewater is poised to write its next chapter—built on the foundation of entrepreneurial spirit, deep client relationships, and a culture that celebrates excellence from within.”

About Bridgewater Bridgewater Bancshares, Inc. (Nasdaq: BWB) is a St. Louis Park, Minnesota-based financial holding company founded in 2005. Its banking subsidiary, Bridgewater Bank, is a premier, full-service bank dedicated to providing responsive support and simple solutions to businesses, entrepreneurs, and successful individuals across the Twin Cities. Bridgewater offers a comprehensive suite of products and services spanning deposits, lending, and treasury management solutions. Bridgewater has also received numerous awards for its banking services and esteemed corporate culture. With total assets of $5.3 billion and nine strategically located branches as of June 30, 2025, Bridgewater is one of the largest locally-led banks in Minnesota and is committed to being the finest entrepreneurial bank. For more information, please visit www.bridgewaterbankmn.com.