BWBBP Bridgewater Bancshares Inc

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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September 3, 2024

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 1.01           Entry into a Material Definitive Agreement.

On September 1, 2024, Bridgewater Bancshares, Inc. (the “Company”) entered into a Third  Amendment to Loan and Security Agreement (the “Amendment”) and related amended and restated revolving note (the “Revolving Note”) with ServisFirst Bank (the “Lender”). The Amendment, which amends the Loan and Security Agreement between the Company and the Lender, dated March 1, 2021, extended the maturity date of the Company’s existing revolving line of credit with a $40.0 million borrowing limit (the “Line of Credit”) from September 1, 2024 to September 1, 2026.

The Line of Credit provides for a variable interest rate equal to the greater of the Wall Street Journal Prime Rate in effect or a floor rate. The Amendment also increased the floor rate from 3.85% to 4.50%.  

The foregoing descriptions of the Amendment and the Revolving Note do not purport to be complete, and are qualified in their entirety by reference to the full text of the Amendment and the Revolving Note which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03           Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference in this Item 2.03 in its entirety.

Item 9.01           Financial Statements and Exhibits.

(d)          Exhibits

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2

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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Exhibit 10.1

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

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This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of September 1, 2024 by and between BRIDGEWATER BANCSHARES, INC., a corporation organized under the laws of the State of Minnesota (“Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (“Lender”).

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PRELIMINARY STATEMENTS.  Borrower and Lender have entered into that certain Loan and Security Agreement dated as of March 1, 2021, as amended by that certain First Amendment to Loan and Security Agreement dated July 16, 2021, and amended by that certain Second Amendment to Loan and Security Agreement dated September 1, 2022 (said agreement as amended by any and all modifications or amendments thereto, including this Third Amendment, is hereinafter referred to as the “Loan Agreement”; the terms defined in the Loan Agreement are used herein as therein defined).  Borrower and Lender wish to amend certain provisions of the Loan Agreement.

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NOW, THEREFORE, Borrower and Lender agree as follows:

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SECTION 1.Amendments to the Loan Agreement.  

(1)Interest on the principal balance of the Loan from time to time outstanding will be payable at a per annum rate (the “Interest Rate”) equal to the greater of (i) the Prime Rate in effect from time to time; or (ii) a floor rate of four and one-half percent (4.50%).

SECTION 2.Representations and Warranties of Borrower.  Borrower represents and warrants as follows:

(a)Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

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(b)The execution, delivery and performance by Borrower of this Amendment and the Loan Agreement, as amended hereby, are within Borrower's powers, have been duly authorized by all necessary action and will not (immediately, or with the passage of time, or with the giving of notice) (1) violate provision of the articles of incorporation or bylaws of Borrower or the Subsidiary Bank, or violate any Laws or result in a default under any contract, agreement, or instrument to which Borrower or the Subsidiary Bank is a party or by which Borrower or the Subsidiary Bank or any of their respective properties are bound or (2) result in the creation or imposition of any security interest in, or lien or encumbrance upon, any of the assets of Borrower or the Subsidiary Bank, except in favor of Lender.

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(c)Borrower has the power and authority to enter into and perform this Amendment, and has taken all corporate action necessary to authorize the execution, delivery, and performance of this Amendment and the Loan Agreement, as amended hereby.  

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(d)This Amendment and the Loan Agreement, as amended hereby are valid, binding, and enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws, and judicial decisions affecting the rights of creditors generally and by general principles of equity

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(e)Except to the extent disclosed to Lender in writing, there is no pending or, to Borrower’s knowledge, threatened order, notice, claim, litigation, proceeding or investigation against or affecting Borrower or the Subsidiary Bank, whether or not covered by insurance, that would involve the payment by Borrower or Subsidiary Bank of $500,000.00 or more if adversely determined.

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(f)No Default or Potential Default under the Loan Agreement has occurred and is continuing.

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SECTION 3.Conditions of Effectiveness.  This Amendment shall become effective when:

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SECTION 4.Reference to and Effect on the Loan Agreement.  

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(a)Upon the effectiveness of Section 3 hereof, on and after the date hereof, each reference in the Loan Agreement to “this Agreement”, “hereunder” “hereof”, “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.

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(b)Except as specifically amended above, the Loan Agreement shall remain in full force and effect and is hereby ratified and confirmed.

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(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender under the Loan Agreement, nor constitute a waiver of any provision of the Loan Agreement.

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SECTION 5.Execution in Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

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SECTION 6.Governing Law. The substantive Laws of the United States and the State of Alabama shall govern the construction of this Agreement and the documents executed and delivered pursuant hereto, and the rights and remedies of the parties hereto and thereto.

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[Rest of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

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BORROWER:

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LENDER:

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‌Exhibit 10.2

AMENDED AND RESTATED REVOLVING NOTE

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$40,000,000

Birmingham, Alabama

‌September 1, 2024

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FOR VALUE RECEIVED, BRIDGEWATER BANCSHARES, INC., a corporation organized under the laws of the State of Minnesota (the “Borrower”), promises to pay to the order of SERVISFIRST BANK, an Alabama banking corporation (hereinafter called the “Lender” or, together with any other holder of this note, the “Holder”), the principal sum of FORTY MILLION and 00/100 DOLLARS ($40,000,000) or the aggregate unpaid principal sum advanced hereunder, whichever is less, together with interest on the unpaid balance of said principal sum outstanding from time to time, from the date hereof until paid in full, at the Interest Rate in effect from time to time under that certain Loan and Security Agreement dated March 1, 2021 and subsequently amended, including the Third Amendment dated September 1, 2024, by and between the Borrower and the Lender (as may be further amended from time to time, the “Loan Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to them in the Loan Agreement).  Interest shall be calculated on the basis of a 360-day year, by multiplying the product of the principal amount outstanding and the applicable rate by the actual number of days elapsed, and dividing by 360.  

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This note evidences indebtedness of the Borrower under a revolving line of credit extended by the Lender to the Borrower.  In connection therewith, subject to the terms of the Loan Agreement, the Borrower may borrow, repay without penalty or premium, and reborrow hereunder, from the date hereof until the Maturity Date.  It is contemplated that by reason of prepayments hereon there may be times when no indebtedness is owing hereunder.  Notwithstanding any such occurrence, this note shall remain valid and shall be in full force and effect as to each principal advance made hereunder subsequent to each such occurrence.  Each principal advance and each payment thereon made pursuant to this note shall be reflected by the notations made by the Lender on the internal records of the Lender, and the Lender is hereby authorized to record thereon such principal advances and payments with copies of such notations provided to Borrower, which copies shall be deemed a part of this note.   The aggregate unpaid amounts reflected by the notations on said internal records shall be deemed rebuttably presumptive evidence of the principal amount remaining outstanding and unpaid on this note.  No failure of the Lender to record any advance or payment shall limit or otherwise affect the obligation of the Borrower hereunder with respect to any advance, and no payment of the principal by the Borrower shall be affected by the failure of the Lender to record the same.

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Principal and interest on the indebtedness evidenced by this note shall be due and payable at such times, and on such other terms and conditions, as are set forth in the Loan Agreement.  To the extent the Loan Agreement would require the Borrower to pay late fees or other amounts to the Lender under certain circumstances, the Borrower shall pay such late fees and other amounts in accordance with the terms of the Loan Agreement.  To the extent the Loan Agreement would increase the interest rate payable on the indebtedness evidenced by this note under certain default conditions or other circumstances, such interest rate shall be increased in accordance with the terms of the Loan Agreement.  

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All payments due under this note shall be made to the Holder at the office of the Lender at 2500 Woodcrest Place, Birmingham, Alabama 35209, or at such other place as the Holder may designate.  All such payments shall be made in legal tender of the United States of America in immediately available funds.  If any payment of principal or interest on this note shall become due on a Saturday, Sunday or any day on which the Holder is legally closed to business, such payment shall automatically be deemed to be due on the next succeeding business day.  Time is of the essence with respect to the payment of every installment of principal and of interest hereunder and the performance of every other covenant made by the undersigned under this note, the Loan Agreement, the Collateral Documents and any agreement which secures the payment of this note.

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The Borrower hereby waives demand, presentment, dishonor, notice of dishonor and any other requirement necessary to hold it obligated hereon.  The Borrower hereby agrees that any collateral now or hereafter held for the obligations of the Borrower under this note may hereafter be released, compromised, or exchanged, and that the Holder may fail to perfect its lien or security interest in such collateral or may permit the perfection of its lien or security interest in such collateral to lapse, all without in any way affecting or releasing the liability of the Borrower under this note.

The Borrower agrees to pay all intangibles taxes, documentary stamp taxes, recording fees or taxes and other taxes and fees due to any governmental authority in connection with the execution and delivery of this note, the Loan Agreement, or any other agreement that provides collateral for this note.  The Borrower agrees to pay all costs and expenses, including reasonable attorneys’ fee, incurred by the Holder of this note in collecting or attempting to collect this note.

The Holder shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this note, the Loan Agreement, any agreement which provides collateral for this note, or applicable law.  All rights and remedies of the Holder under this note, the Loan Agreement, any such agreement providing collateral for this note, and applicable law shall be cumulative and may be exercised successively or concurrently.  This note shall be governed by and construed in accordance with the laws of the United States and of the State of Alabama.  Any provision of this note which shall be deemed to be unenforceable or invalid under any such law shall be ineffective only to the extent of such unenforceability or invalidity, without affecting the enforceability or validity of any other provision hereof.

This note has been executed by the Borrower without condition that anyone else should sign or become bound hereunder and without any other conditions whatever being made.  The provisions hereof are binding on the successors and assigns of the Borrower, and shall inure to the benefit of the Holder, its successors and assigns.

This note amends and restates that certain Amended and Restated Revolving Note made by Borrower and payable to Lender in the original principal amount of $40,000,000, dated September 1, 2022 (the “Amended Note”). Borrower acknowledges and agrees that this note is issued in substitution for and replacement of, but not in payment of, the Amended Note. This note shall in no event be deemed to constitute a waiver, novation, release, discharge or other

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extinguishment of the indebtedness evidenced by the Amended Note, which continues in full force and effect, as amended and restated by the terms of this note.

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Revolving Note as an instrument under seal on the date first above written.

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Address:Bridgewater Bancshares, Inc.

4450 Excelsior Blvd, Ste. 100

St. Louis Park, MN 55416

Attention: Jerry Baack

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Tax ID Number: 26-0113412