Bowman Consulting Group Enters into Definitive Agreement to be Acquired by Bernhard Capital Partners for $43.00 Per Share in Cash
Rhea-AI Summary
Bowman Consulting Group (NASDAQ: BWMN) entered into a definitive agreement to be acquired by Bernhard Capital Partners for $43.00 per share in cash, implying an enterprise value of about $1.0 billion. The price reflects a 58% premium to Bowman’s August 7, 2026 closing price of $27.23 and a 57% premium to its 30-day VWAP.
Under the merger agreement, shareholders will receive $43.00 in cash for each share, and Bowman will become a private company with its stock delisted from Nasdaq upon closing. The Board unanimously approved the deal, which is expected to close in Q4 2026 or Q1 2027, subject to shareholder and regulatory approvals and other customary conditions. A 35-day go-shop period runs until September 13, 2026, allowing Bowman to solicit superior proposals. Holders of approximately 15.3% of current voting power have agreed to support the transaction. Bowman also released Q2 2026 results separately and canceled its scheduled August 11, 2026 earnings call.
Positive
- $43.00 per share all-cash consideration with ~58% premium to August 7 close
- Implied enterprise value of approximately $1.0 billion for Bowman
- Holders of about 15.3% of voting power signed voting agreements
- Transaction unanimously approved by Bowman’s Board of Directors
- Expected closing by Q4 2026 or Q1 2027, subject to approvals
Negative
- BWMN common stock to be delisted from Nasdaq upon completion, ending public trading
- Merger remains subject to shareholder approval and regulatory clearances, adding closing risk
- Previously scheduled August 11, 2026 earnings call canceled due to the transaction announcement
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 04 | Acquisition | Positive | -0.9% | Nevada surveying acquisition produced a negative 24-hour share-price reaction for Bowman. |
| Dec 08 | Acquisition | Positive | -1.6% | Energy engineering acquisition produced a negative 24-hour share-price reaction for Bowman. |
| Oct 13 | Acquisition | Positive | +1.4% | Power engineering acquisition produced a positive 24-hour share-price reaction for Bowman. |
| Oct 06 | Acquisition | Positive | +1.5% | Technology-enabled engineering acquisition produced a positive 24-hour share-price reaction for Bowman. |
| Jul 02 | Acquisition | Positive | +0.8% | Data-center engineering acquisition produced a positive 24-hour share-price reaction for Bowman. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Tag-specific acquisition announcements produced mixed reactions, with three positive and two negative 24-hour moves.
Key Terms
enterprise value financial
go-shop period financial
schedule 14a regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
All-cash transaction valued at approximately
Transaction represents a
RESTON, Va. and BATON ROUGE, La., Aug. 10, 2026 (GLOBE NEWSWIRE) -- Bowman Consulting Group Ltd. (NASDAQ: BWMN) (“Bowman” or the “Company”), a national engineering services and program management firm, today announced that it has entered into a definitive agreement to be acquired by Bernhard Capital Partners (“Bernhard”), an infrastructure and services-focused private equity firm. The all-cash,
The purchase price represents a premium of approximately
“Since becoming a public company in 2021, we have significantly expanded Bowman’s capabilities and built a national platform positioned to address increasingly complex infrastructure needs,” said Gary Bowman, Founder and Chief Executive Officer of Bowman Consulting Group. “We are pleased to enter into a transaction that stands to deliver premium cash value to our shareholders, while also ensuring that Bowman will be positioned well for continued growth.”
Bowman continued, “Bernhard is a deeply experienced investor who understands our markets, our clients, our acquisition-enabled growth strategy, and respects the entrepreneurial culture that drives our success. We believe their track record of building successful infrastructure services businesses, combined with a long-term partnership approach, will support continued investment in our people, capabilities and clients in support of Bowman’s next phase of growth.”
“What stands out about Bowman is its reputation for deep technical expertise, proven ability to efficiently execute complex projects, and the scale and diversity it has built across critical infrastructure markets,” said Mark Spender, Partner and Chief Investment Officer at Bernhard. “Bowman’s services and end markets are well aligned with Bernhard’s areas of expertise and decades-long track record of building and growing businesses serving the nation’s critical infrastructure. As generationally strong investment continues across infrastructure, utility, and industrial markets, we believe Bowman is ideally positioned to capitalize on these trends. We’re excited to partner with their team to support the continued growth of their business.”
Go-Shop Provision
Under the terms of the definitive merger agreement, Bowman, along with its financial and legal advisors, will be permitted to actively solicit, consider and negotiate alternative acquisition proposals from third parties during a 35-day “go-shop” period, concluding at 5:00 p.m. Eastern Time on September 13, 2026. In certain circumstances, Bowman and its advisors may continue to negotiate with parties who, during the go-shop period, make a proposal that the Bowman Board of Directors determines in good faith either constitutes a superior proposal (as defined in the definitive merger agreement) or is reasonably likely to lead to a superior proposal.
Subject to complying with the specific terms and conditions set out in the definitive merger agreement, Bowman will have the right to terminate the merger agreement to enter into an alternative transaction that the Bowman Board of Directors has determined constitutes a superior proposal.
There can be no assurance that the go-shop process will result in a superior proposal as defined under the terms of the definitive merger agreement. The parties do not intend to disclose developments with respect to the go-shop process unless and until they determine such disclosure is appropriate or required by law.
Additional Transaction Details
The transaction was unanimously approved by Bowman’s Board of Directors and is expected to close in the fourth quarter of calendar year 2026 or the first quarter of calendar year 2027, subject to approval by Bowman shareholders, receipt of required regulatory approvals and the satisfaction or waiver of other customary closing conditions.
Certain holders of approximately
Bowman’s Q2 2026 Earnings Results
In a separate press release today, Bowman announced its financial results for the second quarter of 2026. In light of the transaction announcement with Bernhard, Bowman’s previously scheduled earnings call on August 11, 2026, at 9:00 a.m. EDT, has been canceled.
Advisors
BofA Securities is serving as exclusive financial advisor and Latham & Watkins LLP is serving as legal counsel to Bowman. Collected Strategies is serving as strategic communications advisor.
Kirkland & Ellis is serving as legal counsel to Bernhard Capital Partners.
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 2,500 employees and 100 offices throughout the U.S., 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. For more information, visit bowman.com or investors.bowman.com.
About Bernhard Capital Partners
Bernhard Capital Partners is a private markets investment firm focused on building market-leading infrastructure services and infrastructure asset platforms across essential sectors. With more than
Important Information and Where to Find It
The merger transaction described in this communication (the “Merger”) will be submitted to the Company’s stockholders for their consideration and approval at a special meeting. In connection with the Merger, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement on Schedule 14A. Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy card will be filed with the SEC and mailed or otherwise furnished to the Company’s stockholders. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY, WHEN IT BECOMES AVAILABLE, AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS), IF ANY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. This communication is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC or sent to its stockholders in connection with the Merger.
The Company’s investors and stockholders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. In addition, the Company’s investors and stockholders may obtain a free copy of the documents filed with the SEC by the Company from the Company’s website at investors.bowman.com or by directing a request to the Company by e-mail to ir@bowman.com, or by telephone to (703) 464-1000.
Participants in the Solicitation
The Company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Merger and other matters to be voted on at the special meeting of the stockholders. Information regarding the Company’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the Company’s proxy statement on Schedule 14A for the Company’s 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2026 (the “2026 Annual Meeting Proxy Statement”), including under the headings “Executive and Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions.” To the extent holdings of the Company’s securities by such directors or executive officers (or the identity of such directors or executive officers) change from the amounts set forth in the 2026 Annual Meeting Proxy Statement, such information has been or will be reflected on the Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of the Company’s directors and executive officers in the Merger will be included in the proxy statement relating to the Merger when it is filed with the SEC. You may obtain free copies of these documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this communication that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Merger, including the expected timing of the closing of the Merger, the ability of the parties to complete the Merger considering the various closing conditions, the expected synergies, impacts and benefits of the Merger, the plans, strategies and prospects, both business and financial, of the Company, and any assumptions underlying any of the foregoing.
In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are not guarantees of future performance. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from the Company’s current expectations.
These risks and uncertainties include risks and developments related to, among other things, (i) the completion of the proposed Merger on the anticipated terms and timing, or at all, including the parties’ ability to obtain required stockholder approval, regulatory approvals and satisfy the other conditions to the completion of the Merger, or the failure to satisfy such conditions, (ii) the effect of the announcement or pendency of the Merger on the Company’s business, operating results, financial performance, ability to retain and hire key personnel, and relationships with customers, suppliers, competitors and others, (iii) the effect of the restrictions imposed by the definitive merger agreement (the “Merger Agreement”) during the pendency of the Merger, which may (x) disrupt the Company’s current plans and business operations, (y) impact the Company’s ability to pursue certain business opportunities or strategic transactions or (z) divert management’s attention from ongoing business operations, (iv) the ability of Bernhard to procure the financing required to complete the Merger, (v) the possibility that competing offers may be made, and the effect of such competing offers on the Merger and the parties’ respective rights under the Merger Agreement, (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (vii) the fact that the Company may be required to pay a termination fee to Bernhard if the Merger Agreement is terminated in certain circumstances, (viii) litigation being instituted against the Company, Bernhard or other parties, including their respective directors, managers or officers, in connection with the Merger, which may have an unfavorable outcome, (ix) the uncertainty of the outcome of any such litigation and its effects on the parties to the Merger Agreement, (x) changes in laws, regulations, or policies, (xi) general economic conditions, nationally and globally, and their effect on the market for the Company’s services, (xii) competitive pressures and trends in the Company’s industry and its ability to successfully compete with its competitors, (xiii) the effect on the Company’s stock price if the Merger is not completed, which may decline significantly following a termination of the Merger Agreement, (xiv) potential business uncertainty during the pendency of the Merger, including changes to existing business relationships; (xv) the significant costs, fees and expenses the Company may incur in connection with the Merger, and (xvi) the effects of unknown liabilities related to the Merger on the Company.
For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s periodic reports and other filings with the SEC, including risks described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC, and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Company’s Investor Relations page at investors.bowman.com. The forward-looking statements included in this communication are made only as of the date hereof, and the Company disclaims any obligation to update the forward-looking statements in the future, except as required by applicable law. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any issuance or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Contacts
Bowman Consulting Group Ltd.
Ed Hammond / David Feldman / Quinn Conway
Collected Strategies
BWMN-CS@collectedstrategies.com
Bernhard Capital Partners
Prosek Partners for Bernhard Capital Partners
pro-Bernhard@prosek.com
