Bridgewater Bancshares (BWB) risk factors, FY2025 10-K

Bridgewater Bancshares's FY2025 10-K, filed Feb 26, 2026, lists 53 risk factors in 3 groups. Against the prior year's 61: 2 new, 10 dropped, 13 substantially reworded.

Risk factors listed
533 groups
New this year
2vs 61 last year
Dropped
10since the prior 10-K
Substantially reworded
13of those kept
Section length
16k wordsItem 1A

What the changes say

  • New affordable housing lending risks highlight expansion outside the Twin Cities and reliance on complex government programs.
  • Compliance with labor laws like the FMLA is added as a specific operational and cost risk.
  • Wholesale funding dependence, real estate collateral concentration, and local market economic conditions remain core operational focuses.

What changed since the prior 10-K

New

  • NewMarket and Interest Rate Risks

    Affordable housing loans involve unique risks that could adversely affect our business

    Rapidly growing affordable housing loans across the U.S. carry construction valuation uncertainty and rely heavily on complex government programs.

  • NewOperational, Strategic and Reputational Risks

    Compliance with labor and employment laws, including the Family and Medical Leave Act, could increase our costs and negatively affect operations

    Compliance with the FMLA and state labor laws could increase administrative costs, cause staffing strains, and lead to employee claims.

Dropped

  • DroppedMarket and Interest Rate Risks

    The small to midsized businesses that we lend to may have fewer resources to weather adverse business developments, which may impair their ability to repay their loans

  • DroppedMarket and Interest Rate Risks

    Greater seasoning of our loan portfolio could increase risk of credit defaults in the future

  • DroppedMarket and Interest Rate Risks

    Our liquidity is dependent on dividends from the Bank

  • DroppedOperational, Strategic and Reputational Risks

    succeed existing key personnel to ensure the continued growth and successful operation of our business. Leadership changes may occur from time to time, and we cannot predict whether significant retirements or resignations will occur or whether we will be able to recruit additional qualified personnel

  • DroppedOperational, Strategic and Reputational Risks

    Labor shortages and a failure to attract and retain qualified employees could negatively impact our business, financial condition, results of operations and growth prospects

  • DroppedOperational, Strategic and Reputational Risks

    Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our business and the value of our stock

  • DroppedLegal, Accounting and Compliance Risks

    anti-money laundering statutes, the Bank Secrecy Act and sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury, or OFAC

  • DroppedLegal, Accounting and Compliance Risks

    There is uncertainty surrounding potential legal, regulatory and policy changes by new presidential administrations in the United States that may directly affect financial institutions and the global economy

  • DroppedLegal, Accounting and Compliance Risks

    Certain banking laws and certain provisions of our third amended and restated articles of incorporation may have an anti-takeover effect

    Small to midsized business borrower credit risks.

  • DroppedLegal, Accounting and Compliance Risks

    Our second amended and restated bylaws have an exclusive forum provision, which could limit a shareholder’s ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees

    Loan portfolio seasoning and historical default patterns.

Reworded

  • 93% rewrittenMarket and Interest Rate Risks

    Elevated levels of inflation could adversely impact our clients’ businesses, adversely impacting our business, financial condition, results of operations and growth prospects

    Updated the 2024 consumer price index increase of 2.9% to 2.7% as of the end of 2025.

    Was: Continued elevated levels of inflation could adversely impact our business, financial condition, results of operations and growth prospects

  • 93% rewrittenLegal, Accounting and Compliance Risks

    Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our business activities

    Expanded litigation disclosures to explicitly include potential subpoenas, informal reviews, and formal government investigations.

  • 56% rewrittenMarket and Interest Rate Risks

    Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity, as well as environmental factors, could impair the value of collateral securing our real estate loans and result in loan and other losses

    Updated real estate collateral percentage of total gross loans from 85.7% at December 31, 2024 to 85.8% at December 31, 2025.

  • 48% rewrittenMarket and Interest Rate Risks

    A decline in the business and economic conditions in our market could have a material adverse effect on our business, financial condition, results of operations and growth prospects

    Added adverse business conditions from state or local regulations such as rent control and housing policies as local economic threats.

  • 47% rewrittenMarket and Interest Rate Risks

    We depend on non-core funding sources, which causes our cost of funds to be higher when compared to other financial institutions

    Updated brokered deposits to $810.5 million (18.8% of deposits) and FHLB advances to $399.5 million as of December 31, 2025.

  • 45% rewrittenMarket and Interest Rate Risks

    Monetary policies of the Federal Reserve could adversely affect our financial condition and results of operations

    Added that the FOMC continued to cut the federal funds rate through the end of 2025.

  • 42% rewrittenLegal, Accounting and Compliance Risks

    We are subject to extensive regulation, and the regulatory framework that applies to us, together with any future legislative or regulatory changes, may significantly affect our operations

    Maintained core regulatory framework disclosures regarding oversight by the Federal Reserve, FDIC, and MDOC.

  • 41% rewrittenMarket and Interest Rate Risks

    We could recognize losses on securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate

    Updated securities portfolio fair value to $776.4 million, representing 14.4% of total assets as of December 31, 2025.

  • 39% rewrittenMarket and Interest Rate Risks

    Our high concentration of large loans to certain borrowers may increase our credit risk

  • 32% rewrittenMarket and Interest Rate Risks

    Our business is subject to interest rate risk, and fluctuations in interest rates may adversely affect our earnings

  • 29% rewrittenMarket and Interest Rate Risks

    Our loan portfolio has a concentration of commercial real estate loans, which involve risks specific to real estate values and the health and market dynamics of the real estate market generally

  • 29% rewrittenMarket and Interest Rate Risks

    Nonperforming assets take significant time and resources to resolve and adversely affect our net interest income

  • 26% rewrittenOperational, Strategic and Reputational Risks

    We are highly dependent on our strategic leadership team, and the loss of any of our senior executive officers or other key employees, or our inability to attract and retain qualified personnel, could harm our ability to implement our strategic plan and impair our relationships with clients

All 53 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Liquidity and Funding Risks

Market and Interest Rate Risks

  1. 02Our loan portfolio has a concentration of commercial real estate loans, which involve risks specific to real estate values and the health and market dynamics of the real estate market generally29% rewritten
  2. 03Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity, as well as environmental factors, could impair the value of collateral securing our real estate loans and result in loan and other losses56% rewritten
  3. 04A decline in the business and economic conditions in our market could have a material adverse effect on our business, financial condition, results of operations and growth prospects48% rewritten
  4. 05Our business depends on our ability to manage credit risk
  5. 06Our allowance for credit losses may prove to be insufficient to absorb potential credit losses in our loan portfolio
  6. 07Elevated levels of inflation could adversely impact our clients’ businesses, adversely impacting our business, financial condition, results of operations and growth prospects93% rewritten
  7. 08Our high concentration of large loans to certain borrowers may increase our credit risk39% rewritten
  8. 09Affordable housing loans involve unique risks that could adversely affect our businessNew
  9. 10Nonperforming assets take significant time and resources to resolve and adversely affect our net interest income29% rewritten
  10. 11Liquidity risks could affect our operations and jeopardize our business, financial condition, results of operations and growth prospects
  11. 12We depend on non-core funding sources, which causes our cost of funds to be higher when compared to other financial institutions47% rewritten
  12. 13Our high concentration of large depositors may increase our liquidity risk, and the loss of any large depositor may negatively impact our net interest margin
  13. 14We may need to raise additional capital in the future, and if we fail to maintain sufficient capital, whether due to losses, an inability to raise additional capital or otherwise, our business, as well as our ability to maintain regulatory compliance, would be adversely affected
  14. 15We may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions
  15. 44Our business is subject to interest rate risk, and fluctuations in interest rates may adversely affect our earnings32% rewritten
  16. 45We could recognize losses on securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate41% rewritten
  17. 46Monetary policies of the Federal Reserve could adversely affect our financial condition and results of operations45% rewritten
  18. 47Our stock is relatively thinly traded
  19. 48The price of our common stock could be volatile and other factors could cause our stock price to decline
  20. 49An investment in our common stock is not an insured deposit
  21. 50We do not intend to pay cash dividends on our common stock in the foreseeable future. Consequently, the ability of shareholders to achieve a return on their investment will depend on appreciation in the price of our common stock
  22. 51Future issuances of common stock could result in dilution, which could cause our common stock price to decline
  23. 52The holders of our debt obligations and preferred stock will have priority over our common stock with respect to payment in the event of liquidation, dissolution or winding up and with respect to the payment of interest and dividends
  24. 53We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term shareholder value

Operational, Strategic and Reputational Risks

  1. 16We may not be able to implement our growth strategy or manage costs effectively, resulting in lower earnings or profitability
  2. 17We are highly dependent on our strategic leadership team, and the loss of any of our senior executive officers or other key employees, or our inability to attract and retain qualified personnel, could harm our ability to implement our strategic plan and impair our relationships with clients26% rewritten
  3. 18Compliance with labor and employment laws, including the Family and Medical Leave Act, could increase our costs and negatively affect operationsNew
  4. 19The occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents could have a material adverse effect on our business, financial condition, results of operations and growth prospects
  5. 20Issues with the use of artificial intelligence in our marketplace may result in reputational harm or liability, or could otherwise adversely affect our business
  6. 21We depend on critical systems of third parties, and any systems failures, interruptions or data breaches involving these systems could adversely affect our operations and financial condition
  7. 22Our use of third party vendors and our other ongoing third party business relationships is subject to increasing regulatory requirements and attention
  8. 23We have a continuing need for technological change, and we may not have the resources to effectively implement new technology or we may experience operational challenges when implementing new technology
  9. 24We depend on the accuracy and completeness of information about clients and counterparties
  10. 25If we pursue strategic acquisitions, it may expose us to financial, execution and operational risks
  11. 26New lines of business, products, product enhancements or services may subject us to additional risks
  12. 27We operate in a highly competitive and changing industry and market area and compete with both banks and non-banks
  13. 28Severe weather, natural disasters, widespread disease or pandemics, acts of war or terrorism or other adverse external events could significantly impact our business

Legal, Accounting and Compliance Risks

  1. 29We are subject to commercial real estate lending guidance issued by the federal banking regulators that impacts our operations and capital requirements
  2. 30Our risk management framework and programs may not be effective in mitigating risks or losses to us
  3. 31Our accounting estimates, risk management processes and controls rely on analytical and forecasting techniques and models and assumptions, which may not accurately predict future events
  4. 32Changes in accounting policies or standards could materially impact our financial statements
  5. 33The obligations associated with being a public company require significant resources and management attention, which may divert time and attention from our business operations
  6. 34Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on our business activities93% rewritten
  7. 35We are subject to extensive regulation, and the regulatory framework that applies to us, together with any future legislative or regulatory changes, may significantly affect our operations42% rewritten
  8. 36Changes in tax laws and regulations, or changes in the interpretation of existing tax laws and regulations, may have a material adverse effect on our business, financial condition, results of operations and growth prospects
  9. 37We are subject to more stringent capital requirements
  10. 38Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings
  11. 39We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions
  12. 40Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could result in fines or sanctions against us
  13. 41Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities
  14. 42The Federal Reserve may require us to commit capital resources to support the Bank
  15. 43The financial reporting resources we have put in place may not be sufficient to ensure the accuracy of the additional information we are required to disclose as a publicly listed company

Other Bridgewater Bancshares 10-Ks

  • FY2024 10-K risk factors
    61 risks

    Commercial real estate loans heavily concentrate in multifamily and nonfarm nonresidential properties totaling $2.65 billion. Operations focus geographically on the Twin Cities MSA. Wholesale non-core funding relies on brokered deposits and FHLB advances.

    Filed Mar 06, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.