SecProbe.io

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 ​ ​ ​ August 18, 2025 ​ VIA EDGAR ​ United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Arzonetti Re: Bridgewater Bancshares, Inc. Request for Acceleration of Effectiveness of Form S-4 SEC File No. 333-289375 (“Registration Statement”) ​ ​ Dear Mr. Arzonetti: On behalf of Bridgewater Bancshares, Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 10:00 a.m. (Washington, D.C. time) on Wednesday, August 20, 2025, or as soon as practicable thereafter. Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments. ​ ​ ​ ​ ​ ​ Very truly yours, ​ ​ ​ ​ ​ ​ ​ ​ Bridgewater Bancshares, Inc. ​ ​ ​ ​ ​ /s/ Joe Chybowski ​ ​ Joe Chybowski ​ ​ President and Chief Financial Officer ​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Jerry Baack
Chief Executive Officer
Bridgewater Bancshares, Inc.
4450 Excelsior Boulevard, Suite 100
St. Louis Park, MN 55416

 Re: Bridgewater Bancshares, Inc.
 Registration Statement on Form S-4
 Filed August 7, 2025
 File No. 333-289375
Dear Jerry Baack:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Joseph Ceithaml
</TEXT>
</DOCUMENT>

February 6, 2025
Jerry Baack
Chief Executive Officer
Bridgewater Bancshares, Inc.
4450 Excelsior Boulevard, Suite 100
St. Louis Park, MN 55416
Re:Bridgewater Bancshares, Inc.
Registration Statement on Form S-3
Filed February 3, 2025
File No. 333-284662
Dear Jerry Baack:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Joseph T. Ceithaml

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​

​

February 6, 2025

​

VIA EDGAR

​

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:Mr. Robert Arzonetti

Re:Bridgewater Bancshares, Inc.

Request for Acceleration of Effectiveness of Form S-3

SEC File No. 333-284662 (“Registration Statement”)​ ​

Dear Mr. Arzonetti:

On behalf of Bridgewater Bancshares, Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 4:00 p.m. (Washington, D.C. time), or as soon as practicable thereafter, on Monday, February 10, 2025.

Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments.

​

 ​

​

 Very truly yours,

​

 ​

​

 Bridgewater Bancshares, Inc.

​

 ​

​

 ​

​

 /s/ Jerry Baack

​

 Jerry Baack

​

 Chairman and Chief Executive Officer

​

​

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​

May 10, 2022

​

VIA EDGAR

​

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:Mr. John Stickel

Re:Bridgewater Bancshares, Inc.

Request for Acceleration of Effectiveness of Form S-3

SEC File No. 333-264509 (“Registration Statement”)​ ​

Dear Mr. Stickel:

On behalf of Bridgewater Bancshares, Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 3:00 p.m. (Washington, D.C. time), or as soon as practicable thereafter, on Thursday, May 12, 2022.

Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments.

Very truly yours,

​

Bridgewater Bancshares, Inc.

​

​

 /s/ Jerry Baack​ ​​ ​​ ​​ ​​ ​

Jerry Baack

Chairman, Chief Executive Officer and President

​

United States securities and exchange commission logo
May 6, 2022
Ben Klocke
General Counsel
Bridgewater Bancshares Inc
4450 Excelsior Boulevard, Suite 100
St. Louis Park, Minnesota 55416
Re:Bridgewater Bancshares Inc
Registration Statement on From S-3
Filed April 27, 2022
File No. 333-264509
Dear Mr. Klocke:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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September 22, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Julia Griffith

Re:Bridgewater Bancshares, Inc.

Request for Acceleration of Effectiveness of Form S-4

SEC File No. 333-259456 (“Registration Statement”)

Dear Ms. Griffith:

On behalf of Bridgewater Bancshares, Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 10:00 a.m. (Washington, D.C. time) on Friday, September 24, 2021, or as soon as practicable thereafter.

Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments.

​

​

 Very truly yours,

​

 ​

​

 Bridgewater Bancshares, Inc.

​

 ​

​

 ​

​

 /s/ Jerry Baack

​

 Jerry Baack

​

 Chairman, Chief Executive Officer and President

​

United States securities and exchange commission logo
September 14, 2021
Jerry Baack
Chief Executive Officer
Bridgewater Bancshares Inc
4450 Excelsior Boulevard, Suite 100
St. Louis Park, MN 55416
Re:Bridgewater Bancshares Inc
Registration Statement on Form S-4
Filed September 10, 2021
File No. 333-259456
Dear Mr. Baack:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Julia Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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August 25, 2020

VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Julie Griffith

Re:         Bridgewater
Bancshares, Inc.

Request for Acceleration of
Effectiveness of Form S-4

SEC File No. 333-242413 (“Registration
Statement”)

Dear Ms. Griffith:

On behalf of Bridgewater
Bancshares, Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement
be accelerated so that it will become effective at 10:00 a.m. (Washington, D.C. time) on Friday, August 28, 2020,
or as soon as practicable thereafter.

Feel free to telephone
Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143
with any questions or comments.

    Very truly yours,

    Bridgewater Bancshares, Inc.

    /s/ Jerry Baack

    Jerry Baack

    Chairman, Chief Executive Officer and President

United States securities and exchange commission logo
August 13, 2020
Jerry Baack
Chief Executive Officer
Bridgewater Bancshares Inc.
3800 American Boulevard West, Suite 100
Bloomington, Minnesota 55431
Re:Bridgewater Bancshares Inc.
Registration Statement on Form S-4
Filed August 10, 2020
File No. 333-242413
Dear Mr. Baack:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Julia Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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			bwb_Corresp

			[Bridgewater Bancshares, Inc. Letterhead]

			April 2, 2019

			VIA EDGAR

			United States Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C.  20549

			Attention:  David Gessert

			Re:       Bridgewater Bancshares, Inc.

			Request for Acceleration of Effectiveness of Form S-3

			SEC File No. 333-230533 (“Registration Statement”)

			Dear Mr. Gessert:

			On behalf of Bridgewater Bancshares, Inc.,  as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 3:00 p.m. (Washington, D.C. time),  or as soon as practicable thereafter,  on Thursday, April 4, 2019.

			Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments.

						Very truly yours,

						Bridgewater Bancshares, Inc.

						/s/ Jerry Baack

						Jerry Baack

						Chairman, Chief Executive Officer and President

April 1, 2019
Jerry Baack
President and Chief Executive Officer
Bridgewater Bancshares, Inc.
3800 American Boulevard West, Suite 100
Bloomington, MN 55431
Re:Bridgewater Bancshares, Inc.
Registration Statement on Form S-3
Filed March 27, 2019
File No. 333-230533
Dear Mr. Baack:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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March 12, 2018

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention:                                         Mr. David Gessert

Re:

Bridgewater Bancshares, Inc.

Registration Statement on Form S-1 (File   No. 333-223079)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), we hereby join Bridgewater Bancshares, Inc. (the “Company”) in requesting that the effectiveness of the Company’s above-referenced Registration Statement on Form S-1, as amended, be accelerated so that it will become effective on Tuesday, March 13, 2018, at 3:00 p.m., Washington D.C. time, or as soon thereafter as practicable.

Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that 1,325 copies of the Preliminary Prospectus dated March 9, 2018, were furnished to the underwriters and distributed by the underwriters approximately as follows from March 9, 2018 through the date hereof: 825 copies to institutional investors and 500 copies to others.

We, the undersigned, as representative of the underwriters, have complied and will continue to comply, and each participating underwriter and dealer has advised the undersigned that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

SANDLER   O’NEILL & PARTNERS, L.P.

as Representative of   the several Underwriters

By: Sandler   O’Neill & Partners Corp.,

      the   sole general partner

By:

/s/ Jennifer Docherty

Name:  Jennifer   Docherty

Title:    Authorized   Signatory

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[Bridgewater Bancshares, Inc. Letterhead]

March 12, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:      David Gessert

Re:

Bridgewater Bancshares, Inc.

Request for Acceleration of Effectiveness of   Form S-1

SEC File No. 333-223079 (“Registration   Statement”)

Dear Mr. Gessert:

On behalf of Bridgewater Bancshares, Inc., as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement, as amended, be accelerated so that it will become effective at 3:00 p.m. (Washington, D.C. time), or as soon as practicable thereafter, on Tuesday March 13, 2018.

Feel free to telephone Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments.

Very truly   yours,

Bridgewater   Bancshares, Inc.

/s/ Jerry Baack

Jerry Baack

Chairman, Chief   Executive Officer and President

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March 9, 2018

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Michael Clampitt

Re:                         Bridgewater Bancshares, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
 Filed March 5, 2018
 File No. 333-223079

Dear Mr. Clampitt:

On behalf of Bridgewater Bancshares, Inc. (the “Company”), we are writing in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated March 8, 2018 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).  Concurrently herewith, the Company has filed Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in italics followed by the responses of the Company. Page numbers and other similar references used in the Staff’s comments below refer to the Registration Statement as submitted on March 5, 2018; page numbers and other similar references used in the Company’s responses refer to Amendment No. 2.

Description of Capital Stock

Sole and Exclusive Forum, page 127

1.                                    We note your disclosure that your bylaws include a provision naming the state or federal courts in Hennepin County, Minnesota as the sole and exclusive forum for the described actions. Please:

·                 Expand your disclosure to state that such a provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers or other employees;

·                 Disclose whether shareholders approved this provision and, if so, when; and

·                 Add a separately captioned risk factor addressing the impact of your exclusive forum provision on investors.

Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 127 of the prospectus included in the Registration Statement in the manner described above and has added a separately captioned risk factor on page 47 of the prospectus included in the Registration Statement.

200 West Madison Street, Suite 3900   |   Chicago, Illinois 60606   |   T. 312.984.3100   |   F. 312.984.3150   |   bfkn.com

Securities and Exchange Commission

March 9, 2018

Page 2

* * * * *

The Company believes the foregoing provides a complete response to the Comment Letter.  If you have questions regarding the foregoing or require any additional information, please feel free to contact me directly at (312) 629-5143.

Sincerely,

/s/ Joseph T. Ceithaml

Joseph T. Ceithaml

cc:

David Gessert

William Schroeder

Michael Volley

(Securities and Exchange Commission)

Jerry Baack

Ben Klocke

(Bridgewater Bancshares, Inc.)

Mail Stop 4720
March 8, 2018

Jerry Baack
President and Chief Executive Officer
Bridgewater Bancshares, Inc.
3800 American Boulevard West, Suite 100
Bloomington, MN 55431

Re: Bridgewater Bancshares, Inc.
Registration Statement on Form S -1
Filed March 5, 2018
  File No. 333-223079

Dear Mr. Baack :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide  us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Description of Capital Stock

Sole and Exclusive Forum, page 127

1. We note your disclosure that your bylaws include a provision naming the state or federal
courts in Hennepin County, Minnesota as the sole and exclusive forum for the described
actions.  Please:

 Expand your disclosure to state that such a provision may limit a shareholder's
ability to bring a claim in a judicial forum that it finds favorable for disputes with
the company and its directors, officers or other employees;

 Disclose whether shareholders appro ved this provision and, if so, when; and

Jerry Baack
Bridgewater Bancshares, Inc.
March 8, 2018
Page 2

  Add a separately captioned risk factor addressing the impact of your exclusive
forum provision on investors.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact William Schroeder at (202) 551 -3294 or Michael Volley at (202) 551 -
3437  if you have questions reg arding comments on the financial statements and related matters.
Please contact David Gessert at (202) 551 -2326 or me at (202) 551 -3434 with any other
questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel
Office of Financial Services

cc:  Joseph Cei thaml, Esq.

Mail Stop 4720

December  19, 2017

Jerry Baack
President and Chief Executive Officer
Bridgewater Bancshares, Inc.
3800 American Boulevard West, Suite 100
Bloomington, MN 55431

Re: Bridgewater Bancshares, Inc .
Draft Registration Statement on Form S -1
Submitted December 1 , 2017
  CIK No. 0001341317

Dear Mr. Baack :

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus

Dilution, page 53

1. Noting the significant number of options outstanding and the average exercise price
significantly below book value, revise the footnote on page 54 to indicate the additional
dilution if all options were to be exercised, if material.

Jerry Baack
Bridgewater Bancshares, Inc.
December  19, 2017
Page 2

 Management's Discussion and Analysis of Financial Condition and Results of Operations

Financial Conditio n

Contractual Obligations, page 82

2. Please revise the table to include all relevant contractual obligations, including
obligations related to leased premises.  Refer to Rule 303(a)(5)(ii)(C) of Regulation S -K
for guidance.

Certain Relationships and Relat ed Party Transactions, page 133

3. Please disclose the approximate dollar value of Mr. Urness’s interest in the fees paid to
Winthrop & Weinstine, P.A. for legal services provided by the firm.  Refer to Rule
404(a)(4) for guidance.

Part II —Information Not R equired in the Prospectus

Item 15. Recent Sales of Unregistered Securities, page II -2

4. We note Sandler O'Neill & Partners, L.P. and D.A. Davidson and Co. served as
placement agents for you in private offerings in 2017, 2016 and 2015.  Please disclose the
aggregate underwriting discounts and commissions you paid in relation to each of those
offerings.  Refer to Rule 701(c).

You may contact  William Schroeder at (202) 551 -3294  or Michael Volley at (202) 551 -
3437 if you have questions regarding comments on th e financial statements and re lated matters.
Please contact David Gessert at (202) 551 -2326 or me at (202) 551-3434 with any other
questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel
Office of Financial Services

cc:  Joseph Ceithaml , Esq.