UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2026
Bowman Consulting Group Ltd.
(Exact name of registrant as specified in its charter)
Delaware
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001-40371 |
54-1762351
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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12355 Sunrise Valley Drive,
Suite 520
Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (703) 464-1000
(Former name or former address, if changed since last report)
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)) Securities registered pursuant to Section
12(b) of the Act:
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| Title of Each Class |
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common stock, par value $0.01 per share
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BWMN |
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The Nasdaq Global Market
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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).
Emerging growth company ☒
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. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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On November 4, 2026, Bowman Consulting Group Ltd. (the “Company”) held a virtual special meeting of stockholders (the “Special
Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of August 10, 2026 (the “Merger Agreement”), by and among the Company, Prive Parent, Inc., a Delaware corporation (“Parent”), and Prive
Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the Merger Agreement provides that Merger Sub will merge
with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (such merger, the “Merger”). Parent and Merger Sub are affiliated with Bernhard Capital Partners (“BCP”).
At the Special Meeting, a total of 14,008,240 shares of common stock, par value $0.01 per share, of the Company (“Company
Common Stock”) were present virtually or represented by proxy at the Special Meeting, representing approximately 84% of the 16,591,912 shares of Company Common Stock issued and outstanding and entitled to vote as of the close of business on
October 1, 2026, the record date for the Special Meeting, constituting a quorum for the transaction of business at the Special Meeting. The following are the final voting results for the proposals considered and voted upon at the Special Meeting each
of which was described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2026 (the “Definitive Proxy Statement”). There were no broker non-votes on
either proposal.
Proposal 1 - To adopt the Merger Agreement (the “Merger Proposal”).
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Votes FOR
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Votes AGAINST
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Abstentions
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13,983,871
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8,934
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15,435
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The Merger Proposal was approved by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance
with the General Corporation Law of the State of Delaware as of the close of business on the record date.
Proposal 2 - To adjourn the Special Meeting to a later date if necessary to solicit additional votes in order to approve the Merger Proposal (the “Adjournment
Proposal”).
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Votes FOR
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Votes AGAINST
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Abstentions
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13,671,592
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317,661
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18,987
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The Adjournment Proposal was approved by the affirmative vote of the holders of a majority of the shares of Company Common Stock
present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Because the Merger Proposal was approved, adjournment of the Special Meeting was not necessary and the Special Meeting was not adjourned.
Completion of the Merger remains subject to the satisfaction or waiver of the remaining customary closing conditions set forth in
the Merger Agreement.
Cautionary Statement Regarding Forward-Looking Statements
This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this report 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 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 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 availability of financing for the Merger, which is not a condition to closing of 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 an affiliate of BCP if the Merger Agreement is terminated in certain circumstances, (viii) litigation being instituted against the Company, BCP 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, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, each filed with the SEC, the Definitive Proxy Statement, including under the caption “Cautionary Statement Regarding Forward-Looking Statements,” 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 report 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.
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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BOWMAN CONSULTING GROUP LTD.
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Date: November 4, 2026
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By:
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/s/ Bruce Labovitz |
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Bruce Labovitz
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Chief Financial Officer
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