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Bowman Announces Pricing of Public Offering of Common Stock

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Bowman Consulting Group (BWMN) announces the pricing of its underwritten public offering at $34.00 per share. The offering includes 1,323,530 shares by Bowman and 147,058 shares by selling stockholders, with expected gross proceeds of approximately $45.0 million. The underwriters have an option to purchase additional shares. The offering is set to close on April 1, 2024. Bowman plans to use the net proceeds for general corporate purposes, potential acquisitions, and debt repayment.
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The pricing of Bowman Consulting Group Ltd.'s public offering at $34.00 per share, with an expected gross proceed of approximately $45.0 million, is a significant event for both the company and its investors. The capital raised through this offering is earmarked for general corporate purposes, which includes organic expansion, potential acquisitions and repayment of debts. This strategic move indicates Bowman's focus on growth and operational scalability.

From a financial perspective, the decision to allocate funds towards organic expansion and acquisitions could lead to increased market share and revenue streams. However, investors should be aware of the potential risks associated with acquisitions such as integration challenges and the possibility of not achieving the expected synergies. The repayment of borrowings will improve the company's balance sheet and could lead to a reduction in interest expenses, potentially improving net income margins.

The involvement of reputable financial institutions such as BofA Securities and Baird as joint lead book-running managers, along with Roth Capital Partners and others, adds credibility to the offering. It's important to note that the sale of shares by company executives could be perceived in different ways; while it could indicate a cash-out event, it might also be part of personal financial planning. Investors should consider the company's past performance and future prospects when evaluating the potential impact of this offering on the stock price.

The infrastructure services industry is currently experiencing a period of consolidation, with firms like Bowman Consulting Group Ltd. seeking to expand their market presence. The public offering price of $34.00 per share reflects the company's valuation in the context of industry standards and investor expectations. The additional option granted to underwriters to purchase up to 220,588 shares indicates a potential for over-allotment, which could provide additional capital but also dilute existing shareholders.

Market trends suggest that companies with a robust acquisition strategy can achieve rapid growth, but it is essential to monitor how effectively Bowman integrates any acquired entities into its existing operations. The infrastructure sector is also subject to regulatory changes, which could impact Bowman's project pipeline and profitability. Investors should keep a close eye on legislative developments that may affect the industry.

The timing of the offering, set to close on April 1, 2024, should be considered in relation to current market conditions and the company's performance trajectory. If the timing aligns with a bullish market sentiment and the company's strong financial results, it could result in favorable outcomes for both Bowman and its investors. Conversely, market volatility or subpar performance could lead to less advantageous conditions for the offering's success.

RESTON, Va.--(BUSINESS WIRE)-- Bowman Consulting Group Ltd. (the “Company” or “Bowman”) (NASDAQ: BWMN), a national engineering and infrastructure services firm supporting owners and developers of the built environment, announced today the pricing of its previously announced underwritten public offering at a public offering price of $34.00 per share. A total of 1,323,530 shares of common stock are being sold by Bowman and 147,058 shares of common stock are being sold by the selling stockholders, Gary Bowman, the Company’s President, Chief Executive Officer and Chair of the board of directors (the “Board”) and Michael Bruen, the Company’s Executive Vice President and Chief Operating Officer and a director of the Board. Gross proceeds to Bowman from the offering are expected to be approximately $45.0 million, before deducting underwriting discounts and commissions and estimated offering expenses. Bowman and the selling stockholders have granted the underwriters an option to purchase up to an additional 220,588 shares of common stock at the public offering price, less underwriting discounts and commissions. The offering is expected to close on April 1, 2024, subject to customary closing conditions.

Bowman currently intends to use the net proceeds from the sale of its shares in the offering for general corporate purposes, including organic expansion, the funding of potential acquisitions and the potential repayment of borrowings outstanding under its revolving credit facility. Bowman will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

BofA Securities and Baird are acting as joint lead book-running managers for the offering, and Roth Capital Partners is also acting as a joint book-running manager. D.A. Davidson & Co. is acting as lead co-manager for the offering, and Craig-Hallum is acting as a co-manager.

A shelf registration statement relating to the shares being sold in the offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on December 8, 2023. The offering is being made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering were filed with the SEC and a final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus, when available, may be obtained from BofA Securities, Inc., Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255 or by email at dg.prospectus_requests@bofa.com or Robert W. Baird & Co. Incorporated, 777 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Syndicate Department, by telephone at (800) 792-2473, or by email at syndicate@rwbaird.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is a national engineering services firm delivering infrastructure solutions to customers who own, develop, and maintain the built environment. With over 2,000 employees and more than 90 offices throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include risks and uncertainties related to the satisfaction of customary closing conditions related to the public offering, the terms of the offering, and the Company’s anticipated use of the net proceeds from the offering. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, without limitation, risks and uncertainties related to market conditions, the risk that the public offering will not be consummated on the terms or in the amounts contemplated or otherwise, and the satisfaction of customary closing conditions related to the proposed public offering, as well as those risks described under “Risk Factors” in the preliminary prospectus related to the proposed offering and in Bowman’s annual report on Form 10-K for the year ended December 31, 2023, as well as the Company’s other subsequent filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by law, Bowman specifically disclaims any obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations.

Investor Relations Contacts:

Bruce Labovitz

ir@bowman.com

(703) 464-1029

Betsy Patterson

ir@bowman.com

(310) 622-8227

Source: Bowman Consulting Group

FAQ

What is the offering price per share announced by Bowman Consulting Group (BWMN)?

The offering price per share announced by Bowman Consulting Group (BWMN) is $34.00.

How many shares are being sold by Bowman in the underwritten public offering?

Bowman is selling a total of 1,323,530 shares of common stock in the underwritten public offering.

What is the expected gross proceeds from the offering for Bowman Consulting Group (BWMN)?

The expected gross proceeds for Bowman Consulting Group (BWMN) from the offering are approximately $45.0 million.

When is the offering expected to close for Bowman Consulting Group (BWMN)?

The offering is expected to close on April 1, 2024, subject to customary closing conditions for Bowman Consulting Group (BWMN).

How does Bowman Consulting Group (BWMN) plan to use the net proceeds from the sale of its shares?

Bowman Consulting Group (BWMN) intends to use the net proceeds for general corporate purposes, potential acquisitions, and the potential repayment of borrowings outstanding under its revolving credit facility.

Bowman Consulting Group Ltd.

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About BWMN

we're dynamic, progressive, and diversified bowman consulting delivers real estate, energy and infrastructure solutions to public and private markets throughout the country. outstanding client relationships and a focused growth strategy have allowed bowman to anticipate the needs of the marketplace and respond to its demands through new service offerings, locations and solutions. bowman is an adept and energetic firm with a results-oriented attitude. we focus on exceeding expectations and give our clients peace of mind by providing exceptional service. we offer the depth of resources that one expects from a large design firm. at the same time, we operate with a degree of flexibility typically found only in boutique firms. led by many of our fields'​ most respected professionals, we attract and retain the industry's best and brightest. bowman consulting is also well balanced. understanding and anticipating market conditions, using our skills and experience, and mobilizing a thoughtful a