Bowman to be acquired for $43 per share in cash
Bowman Consulting Group Ltd. agreed to be acquired by Prive Parent, Inc., an affiliate of Bernhard Capital Partners, in an all-cash merger at $43.00 per share, implying about $1.0 billion enterprise value and a 58% premium to the August 7, 2026 close.
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Rhea-AI Filing Summary
Bowman Consulting Group Ltd. agreed to be acquired by Prive Parent, Inc., an affiliate of Bernhard Capital Partners, in an all-cash merger at $43.00 per share, implying about $1.0 billion enterprise value and a 58% premium to the August 7, 2026 close. A subsidiary of Parent will merge into Bowman, which will become a private company and be delisted from Nasdaq after closing. The deal is subject to a majority shareholder vote, antitrust clearance under the Hart-Scott-Rodino Act, other regulatory conditions, and customary accuracy and covenant conditions. Bowman may solicit superior offers during a go-shop period through September 13, 2026. Termination fees include up to $26.9 million payable by Bowman in specified circumstances and a $46.0 million reverse termination fee from Parent. Financing is supported by $605.2 million in equity commitments and a $420 million term loan plus $130 million of revolving and delayed-draw facilities.
For Q2 2026, Bowman reported gross contract revenue of $146.1 million and net service billing of $129.0 million, both up nearly 20% year over year. Adjusted EBITDA was $24.1 million with an 18.7% margin, while GAAP net income declined to $2.5 million from $6.0 million. Backlog reached $659 million, and management reaffirmed 2026 guidance for net revenue of $520–$540 million and Adjusted EBITDA margin of 17.2%–17.7%.
Positive
- $43.00 per share all-cash buyout by Bernhard Capital–affiliated Parent implies roughly $1.0 billion enterprise value and a 58% premium to Bowman’s unaffected share price.
- Q2 2026 gross contract revenue grew to $146.1 million from $122.1 million and net service billing to $128.97 million, while Adjusted EBITDA rose to $24.1 million with an 18.7% margin.
- Reported backlog reached $659 million and 2026 guidance was reaffirmed at $520–$540 million net revenue and 17.2%–17.7% Adjusted EBITDA margin, indicating continued growth expectations.
Negative
- Q2 2026 GAAP net income declined to $2.5 million from $6.0 million a year earlier; for the first six months Bowman recorded a $1.2 million net loss versus $4.3 million income.
- Operating cash flow for the first six months of 2026 fell to $3.7 million from $16.3 million, reflecting higher cash uses including payroll, bonuses, repurchases and investment spending.
- Total debt load increased, with the revolving credit facility balance rising to $136.2 million from $95.4 million, contributing to higher interest expense of $6.8 million year-to-date versus $4.4 million.
Filing Explained
Approximately 15.3% of voting power supports the pending merger; certain post-July 4 awards retain vesting conditions before cash settlement.
The signed merger remains pending, while new support agreements commit shares representing approximately
Those agreements also restrict transfers and include voting, appraisal-waiver, and public-statement covenants; they end upon specified events, including valid termination, closing, or receipt of the required stockholder approval.
If the merger closes, outstanding restricted stock awards generally become fully vested, are canceled, and convert to cash at
Performance-based restricted stock units would vest using deemed 100% achievement and convert to cash, while the company says closing is expected in the fourth quarter of 2026 or the first quarter of 2027; the forthcoming Schedule 14A proxy will provide the voting materials.
8-K Event Classification
Key Figures
Key Terms
Go-Shop Period regulatory
Requisite Stockholder Approval regulatory
Adjusted EBITDA financial
Net service billing financial
Termination fee financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Offering Details
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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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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 1.01 | Entry into a Material Definitive Agreement |
On August 10, 2026, Bowman Consulting Group Ltd. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prive Parent, Inc., a Delaware corporation (“Parent”) and Prive Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (such merger, the “Merger”). The Buyer Parties are affiliated with Bernhard Capital Partners (“BCP”). Capitalized terms used in this Current Report on Form 8-K that are not otherwise defined herein have the meanings set forth in the Merger Agreement.
Company Board Recommendation
The board of directors of the Company (the “Company Board”) has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby (the “Transactions”), including the Merger, are fair to and in the best interests of the Company and the holders of shares of Company’s common stock, par value $0.01 per share (“Company Common Stock”) (the “Company Stockholders”), (ii) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into the Merger Agreement and the other Transaction Documents to which the Company is a party, (iii) approved the execution and delivery by the Company of the Merger Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (iv) resolved to recommend that the Company Stockholders adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), upon the terms and subject to the conditions of the Merger Agreement (the recommendation described in clause (iv), the “Company Board Recommendation”), and (v) directed that the Merger Agreement be submitted to the Company Stockholders for their adoption upon the terms and subject to the conditions of the Merger Agreement.
Merger Consideration
At the effective time of the Merger (the “Effective Time”), (i) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock described in clauses (ii) or (iii) of this sentence) will be automatically converted into the right to receive cash in an amount per share equal to $43.00, without interest thereon (the “Per Share Price”), (ii) each share of Company Common Stock that is (a) held by the Company as treasury stock or (b) owned by the Buyer Parties or any of their direct or indirect subsidiaries as of immediately prior to the Effective Time, will automatically be cancelled and extinguished without any conversion thereof or consideration paid therefor, and (iii) each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock described in clause (ii)) and held by any person or entity (including a “beneficial owner”) who has neither voted in favor of the Merger nor consented thereto in writing and who is entitled to demand and has properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL (such shares, “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price, and will instead be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL.
If the Merger is consummated, shares of Company Common Stock that trade on The NASDAQ Stock Market LLC (“Nasdaq”) will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Treatment of Restricted Stock Awards
Immediately prior to the Effective Time, each restricted stock award outstanding under the Company’s equity incentive plans (each, a “Company Restricted Stock Award”) as of immediately prior to the Effective Time shall become fully vested and free of restrictions, be cancelled, and convert into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the Per Share Price multiplied by (ii) the number of shares of Company Common Stock subject to such Company Restricted Stock Award (collectively, the “Company Restricted Stock Award Consideration”). However, any Company Restricted Stock Award granted after July 4, 2026 (the “Crystallized Company Restricted Stock Awards”) will not become fully vested and free of restrictions and any such Company Restricted Stock Award Consideration related to such Crystallized Company Restricted Stock Awards will remain subject to the same vesting terms and conditions that applied immediately prior to the Effective Time, including the requirement of continued service with the Company (as the surviving corporation in the Merger) or its subsidiaries through the applicable vesting date, and the applicable cash amounts will be paid out, without interest and subject to applicable withholding taxes, on the next regular payroll date following the applicable vesting dates.
Treatment of PRSUs
Immediately prior to the Effective Time, each performance-based restricted stock unit outstanding under the Company’s equity incentive plans (each, a “Company PRSU”) that is outstanding immediately prior to the Effective Time will become fully vested with respect to that number of shares of Company Common Stock based on deemed achievement of the performance metrics at 100% performance and, immediately thereafter, each Company PRSU will be cancelled, and converted into the right to receive, with respect to each share of Company Common Stock underlying such Company PRSU, a lump sum cash payment, without interest, equal to the Per Share Price.
Conditions to the Consummation of the Merger
Consummation of the Merger is subject to certain conditions set forth in the Merger Agreement, including (i) the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL to adopt the Merger Agreement shall have affirmatively voted to adopt the Merger Agreement (such affirmative vote, the “Requisite Stockholder Approval”); (ii) the expiration or termination of (a) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the Merger and (b) any commitments not to close any of the transactions contemplated by the Merger Agreement entered into by the parties with any governmental authority (such condition described in this clause (ii), the “Regulatory Condition”); (iii) the absence of any law (other than any foreign direct investment law) or order (other than as related to any foreign direct investment law) issued by a governmental authority of competent jurisdiction after the date of the Merger Agreement that prohibits, makes illegal or enjoins the consummation of the Merger; (iv) the accuracy of the parties’ respective representations and warranties contained in the Merger Agreement, subject to specified materiality qualifications; (v) the parties’ performance of their respective pre-Closing obligations in the Merger Agreement in all material respects; and (vi) the delivery by each party to the other party of a certificate certifying compliance with the conditions described in clauses (iv) and (v).
Go-Shop
From the date of the Merger Agreement until 5:00 p.m., Eastern time, on September 13, 2026 (such date and time, the “No-Shop Period Start Date,” and such period, the “Go-Shop Period”), the Company has the right to (i) solicit Acquisition Proposals from third parties, (ii) participate or engage in discussions with third parties and provide non-public information and access to any third party pursuant to a confidentiality agreement which complies with the requirements set forth in the Merger Agreement (an “Acceptable Confidentiality Agreement”), in each case, with the intent to induce or facilitate an Acquisition Proposal, and (iii) otherwise facilitate an Acquisition Proposal or assist any third party and its representatives and financing sources with an Acquisition Proposal.
In the event that the Company Board and its representatives are engaged in substantive negotiations under an Acceptable Confidentiality Agreement with an Excluded Party (as defined below) at the expiration of the Go-Shop Period, then the Company may continue, until the receipt of the Requisite Stockholder Approval, to engage in the activities described in the preceding paragraph with any such Excluded Party for so long as such person or entity is and remains an Excluded Party.
An “Excluded Party” is any person or entity or group of people or entities from whom the Company or any of its representatives has received after the date of the Merger Agreement and prior to the No-Shop Period Start Date, an Acquisition Proposal that the Company Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) either constitutes a Superior Proposal (as defined below) or is reasonably likely to lead to a Superior Proposal.
A “Superior Proposal” is any bona fide written Acquisition Proposal for an Acquisition Transaction (with all references to 20% in the definition of “Acquisition Transaction” in the Merger Agreement being deemed to be references to 50%) that the Company Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) (i) is reasonably likely to be consummated in accordance with its terms and (ii) if consummated would result in a transaction more favorable to the Company Stockholders, from a financial point of view, than the Merger, taking into account such legal, regulatory, financial and other aspects of the Acquisition Proposal as the Company Board deems relevant and, if applicable, any revisions to the Merger Agreement committed to in writing by Parent prior to the time of such determination.
No Solicitation
From the No-Shop Period Start Date (other than with respect to any Excluded Party) until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company is subject to restrictions on its ability to (i) solicit Acquisition Proposals from third parties, (ii) provide non-public information to third parties with the intent to assist an Acquisition Proposal, (iii) participate or engage in discussions with third parties with respect to an Acquisition Proposal or (iv) enter into any contract related to an Acquisition Proposal for an alternative transaction (other than an Acceptable Confidentiality Agreement) (any such contract, an “Alternative Acquisition Agreement”).
Superior Proposals
However, under certain specified circumstances prior to the earlier to occur of the termination of the Merger Agreement and the receipt of the Requisite Stockholder Approval, the Company may participate or engage in discussions or negotiations with, provide non-public information to, and afford access to, third parties who have made an Acquisition Proposal if (i) the Company Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal (ii) such Acquisition Proposal was made, renewed or delivered to the Company after the date of the Merger Agreement and did not result from a breach of the Company’s non-solicitation obligations under the Merger Agreement and (iii) the Company and such third party enter into an Acceptable Confidentiality Agreement.
No Recommendation Change or Entry into Any Alternative Acquisition Agreement
Until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company Board may not effect a Recommendation Change or cause or permit the Company or any of its subsidiaries to enter into an Alternative Acquisition Agreement, except as expressly permitted by the Merger Agreement.
Recommendation Change; Entry into Alternative Acquisition Agreement
Intervening Event
Prior to obtaining the Requisite Stockholder Approval, the Company Board may, under certain specified circumstances, effect a Recommendation Change in response to an Intervening Event.
Superior Proposal
Prior to obtaining the Requisite Stockholder Approval, if the Company has received a bona fide Acquisition Proposal that the Company Board has determined in good faith (after consultation with its financial advisors and outside legal counsel) constitutes a Superior Proposal, then the Company Board may (i) effect a Recommendation Change with respect to such Acquisition Proposal or (ii) after complying with specified notice requirements to Parent and other conditions set forth in the Merger Agreement, authorize and cause the Company to terminate the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal. The Company will be required to pay a termination fee in connection with such termination of the Merger Agreement, as described in further detail below.
Termination Rights
The Merger Agreement contains termination rights for each of the Company and Parent, including: (i) by the mutual written agreement of Parent and the Company; (ii) subject to certain limitations, in the event that any governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any final and non-appealable law or order that permanently enjoins or otherwise permanently prohibits the consummation of the Merger (the “Judicial Restraint Termination Provision”); (iii) subject to certain limitations, in the event that the consummation of the Merger has not occurred by 11:59 p.m., Eastern time, on February 9, 2027 or such later time as is agreed to in writing by Parent and the Company, except that in the event that on such date the Regulatory Condition has not been satisfied, but the other mutual Closing conditions and the conditions to the Buyer Parties’ obligations to consummate the Closing have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, and which conditions are capable of being satisfied if the Closing were to occur), then the Termination Date shall be automatically extended (without any further action by any party) to 11:59 p.m., Eastern time, on May 10, 2027 (the “Termination Date Termination Provision”) or (iv) in the event that the Company Stockholders Meeting has been held and concluded and the Requisite Stockholder Approval was not obtained (the “Stockholder Vote Termination Provision”).
The Company may terminate the Merger Agreement (i) subject to certain requirements and as described above, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (the “Superior Proposal Termination Provision”); (ii) if Parent breaches or fails to perform or there is any inaccuracy of any of Parent’s or Merger Sub’s respective representations, warranties, covenants or other agreements contained in the Merger Agreement which would result in the failure of a condition to the Company’s obligation to consummate the Closing, subject to certain cure periods and limitations (the “Parent Material Breach Termination Provision”); or (iii) subject to certain notice requirements, if all the conditions to Parent’s and Merger Sub’s obligations to consummate the Merger are satisfied and Parent fails to timely consummate the Closing (the “Failure to Close Termination Provision”).
Parent may terminate the Merger Agreement (i) if the Company breaches or fails to perform or there is any inaccuracy of any of the Company’s representations, warranties, covenants or other agreements contained in the Merger Agreement, which would result in the failure of a condition to Parent’s and Merger Sub’s obligations to consummate the Merger, subject to certain cure periods and limitations (the “Company Material Breach Termination Provision”) or (ii) if the Company Board has effected a Recommendation Change prior to the receipt of the Requisite Stockholder Approval (the “Recommendation Change Termination Provision”).
Company Termination Fee
The Company is required to pay Parent a termination fee of $26,861,672 in cash upon the Company’s termination of the Merger Agreement pursuant to the Superior Proposal Termination Provision. However, if the Merger Agreement is terminated by the Company in order to substantially concurrently enter into an Alternative Acquisition Agreement on or prior to September 28, 2026 with respect to a Superior Proposal received from an Excluded Party, the Company termination fee will be $13,430,836.
If (i) Parent terminates the Merger Agreement pursuant to the Recommendation Change Termination Provision or (ii) the Company terminates the Merger Agreement pursuant to the Termination Date Termination Provision at a time when Parent has the right to terminate the Merger Agreement pursuant to the Recommendation Change Termination Provision, then the Company is required to pay the Company termination fee of $26,861,672 within three business days following such termination. However, if the Recommendation Change is made on or prior to September 28, 2026 with respect to an Acquisition Proposal by an Excluded Party, the Company termination fee will be $13,430,836.
If (i) (x) either party terminates the Merger Agreement pursuant to the Stockholder Vote Termination Provision or (y) either party terminates the Merger Agreement pursuant to the Termination Date Termination Provision or Parent terminates the Merger Agreement due to the Company Material Breach Termination Provision as a result of the Company’s breach of its non-solicitation covenants, in the case of clause (y), at a time when the Requisite Stockholder Approval has not been obtained, (ii) following the execution of the Merger Agreement and prior to (x) the Company Stockholders Meeting (with respect to the foregoing clause (i)(x)) or (y) the date of the termination of the Merger Agreement (with respect to the foregoing clause (i)(y)), an Acquisition Proposal from a third party for an Acquisition Transaction has been publicly announced and not publicly withdrawn prior to such termination and (iii) the Company or one of its subsidiaries (x) consummates an Acquisition Transaction with respect to any Acquisition Proposal or (y) enters into an Alternative Acquisition Agreement with respect to the Acquisition Proposal described in clause (ii), in each case, within 12 months following the termination of the Merger Agreement, then the Company must pay the Company termination fee of $26,861,672 to Parent within three business days following the earlier of the entry into such Alternative Acquisition Agreement or consummation of such Acquisition Proposal. For purposes of this provision, all references to 20% in the definition of “Acquisition Transaction” in the Merger Agreement will be deemed to be references to 50%.
Parent Termination Fee
Parent is required to pay the Company a termination fee (the “Parent Termination Fee”) of $46,048,580 in cash upon (i) the Company’s termination of the Merger Agreement pursuant to the Parent Material Breach Termination Provision, (ii) the Company’s termination of the Merger Agreement pursuant to the Failure to Close Termination Provision, or (iii) either party’s termination of the Merger Agreement pursuant to the Termination Date Termination Provision at a time when the Company had the right to terminate the Merger Agreement pursuant to the Failure to Close Termination Provision.
Other Terms of the Merger Agreement
The Merger Agreement contains (i) customary representations and warranties of the parties, in each case generally subject to customary materiality and other qualifiers and (ii) customary pre-closing covenants of the parties, including covenants requiring the Company to conduct its business in the ordinary course in all material respects, and refrain from taking certain actions without Parent’s consent (not to be unreasonably withheld, delayed or conditioned), subject to certain exceptions. Parent and the Company also agreed to use their respective reasonable best efforts to obtain all antitrust approvals and to consummate the Merger as promptly as possible, subject to certain exceptions and limitations.
The Merger Agreement also provides that the Company, on the one hand, or the Buyer Parties, on the other hand, may specifically enforce the obligations under the Merger Agreement. However, the right of the Company to specific performance to enforce the Buyer Parties’ obligations to consummate the Closing is subject to certain requirements regarding the satisfaction of the conditions to the Buyer Parties’ obligations to consummate the Merger, the funding of the proceeds of the Debt Financing (or any Alternative Debt Financing) and the Company’s confirmation to Parent in writing that the Closing will occur if the Debt Financing (or any Alternative Debt Financing) and the Equity Financing are funded.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Merger Agreement and the foregoing description of such agreement have been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Parent and Merger Sub and the transactions contemplated by the Merger Agreement that will be contained in or attached as an annex to the proxy statement on Schedule 14A that the Company will file in connection with the transactions contemplated by the Merger Agreement, as well as in the other filings that the Company will make with the U.S. Securities and Exchange Commission (the “SEC”).
Financing Commitments
Parent has obtained equity and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement and paying related fees and expenses.
Concurrently with the execution of the Merger Agreement, BCP Fund III, LP, BCP Fund III-A, LP, BCP Fund III GP, LP, BCP Prive Co-Invest, LP and BCP Prive Co-Invest-A, LP (each individually, a “Guarantor” and collectively, the “Guarantors”) entered into an equity commitment letter with Parent pursuant to which they have severally committed to provide equity financing to Parent in an aggregate amount equal to $605,210,000, on the terms and subject to the conditions set forth in the equity commitment letter.
Certain financial institutions have severally committed to provide Merger Sub (in such capacity “Borrower”) with a $420 million senior secured first-lien term loan facility, including the receipt of executed loan documentation, accuracy of certain representations and warranties, consummation of the Transactions and contribution of equity a $65 million senior secured first-lien revolving credit facility, and a $65 million senior secured first-lien delayed draw loan facility on the terms set forth in a debt commitment letter, dated August 10, 2026 (the “Debt Commitment Letter”). The obligations of such financial institutions to provide debt financing under the Debt Commitment Letter are subject to a number of customary conditions, including the receipt of executed loan documentation, accuracy of certain representations and warranties, consummation of the Transactions and contribution of equity. Pursuant to the Merger Agreement, the Company is required to provide Parent and Merger Sub with customary cooperation in connection with the debt financing.
Limited Guarantee
Concurrently with the execution and the delivery of the Merger Agreement, the Guarantors provided a limited guarantee in favor of the Company (the “Guarantee”) pursuant to which, subject to the terms and conditions contained therein, the Guarantors have guaranteed certain payment obligations of the Buyer Parties owed to the Company under the Merger Agreement.
Support Agreements
Concurrently with the execution and delivery of the Merger Agreement, Parent entered into a voting and support agreement (collectively, the “Support Agreements”) with each of Mr. Gary Bowman, Chief Executive Officer of the Company, and Mr. Bruce Labovitz, Chief Financial Officer of the Company, pursuant to which Mr. Bowman and Mr. Labovitz agreed, among other things, to vote their shares (representing approximately 15.3% of the total current outstanding voting power of the Company) in favor of the Merger, against any competing acquisition proposal and against any other matter that would prevent or materially delay the Closing.
The Support Agreements include certain restrictions on the transfer of shares of Company Common Stock prior to the termination of such Support Agreement, as well as covenants regarding voting, waiver of right to appraisal, and public statements. The Support Agreements will terminate upon the earliest of (i) the valid termination of the Merger Agreement, (ii) the Effective Time, (iii) the date and time the Requisite Stockholder Approval is obtained and (iv) the date on which the Merger Agreement is amended in a manner that adversely affects the supporting stockholder, as described in the Support Agreements.
The foregoing description of the Support Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Support Agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 2.02 | Results of Operations and Financial Condition. |
On August 10, 2026, the Company issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth under the heading “Treatment of Restricted Stock Awards” and “Treatment of PRSUs” under Item 1.01 above is incorporated by reference into this Item 5.02.
| Item 7.01 | Regulation FD Disclosure. |
On August 10, 2026, the Company issued a press release announcing its entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of August 10, 2026, by and among Bowman Consulting Group Ltd., Prive Parent, Inc. and Prive Merger Sub, Inc. | |
| 10.1 | Voting and Support Agreement, dated as of August 10, 2026, by and among Prive Parent, Inc., Gary Bowman and Bowman Family Asset Management, LLC | |
| 10.2 | Voting and Support Agreement, dated as of August 10, 2026, by and among Prive Parent, Inc. and Bruce Labovitz | |
| 99.1 | Press Release (Earnings) issued by Bowman Consulting Group Ltd., dated August 10, 2026 | |
| 99.2 | Press Release (Merger) issued by Bowman Consulting Group Ltd., dated August 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Important Information and Where to Find It
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 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 current report on Form 8-K 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 current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of 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 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 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 BCP 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 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, 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 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.
No Offer or Solicitation
This report 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.
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.
| BOWMAN CONSULTING GROUP LTD. | ||||||
| Date: August 10, 2026 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Bowman Reports Strong Results for Second Quarter 2026;
Reston, VA, August 10, 2026 – Bowman Consulting Group Ltd. (NASDAQ: BWMN), a national engineering and infrastructure asset management firm, today announced financial results for the second quarter ended June 30, 2026.
“We made meaningful advances during the second quarter, with net service billing increasing by more than 19%, organic growth accelerating to 13%, Adjusted EBITDA margin nearing 19%, and backlog reaching $659 million,” said Gary Bowman, founder and CEO. “The results reflect the strength of our underlying business and our long-range strategy. The quarter was a pivotal period of project mobilizations and strategic investments for several key initiatives expected to contribute meaningfully in the second half and beyond.
“During the quarter, we upgraded assets and resources that support our geospatial collection and data processing operations, stood up a significant land services operation in the southwest, and invested in operating capacity to support future growth and protect margin. Demand remains healthy across our markets. Recent wins entitle us to bigger assignments and accordingly, our pipeline of opportunities includes several large-scale infrastructure projects. We remain focused on converting backlog, increasing production efficiencies, improving cash generation, and delivering on the benefits our investments afford us.”
Second Quarter 2026 Compared to Second Quarter 2025 Financial Results:
| • | Gross contract revenue of $146.1 million compared to $122.1 million, a 19.7% increase |
| • | Net service billing1 of $129.0 million compared to $108.0 million, a 19.4% increase |
| • | Organic net service billing2 growth of 12.7% compared to 8.4% |
| • | Gross profit of $77.7 million compared to $65.6 million, an 18.6% increase |
| • | Net income of $2.5 million compared to $6.0 million |
| • | Basic and Diluted EPS of $0.15 and $0.14, respectively compared to $0.35 and $0.34, respectively |
| • | Adjusted EBITDA1 of $24.1 million compared to $20.2 million, a 19.2% increase |
| • | Adjusted EBITDA margin, net 1 of 18.7%, unchanged from the prior-year quarter |
| • | Cash used in Operations of $7.9 million as compared to $4.3 million Cash from Operations |
| • | Gross backlog of $658.7 million compared to $438.2 million, a 50.3% increase |
First Six Months of 2026 Compared to First Six Months of 2025 Financial Results:
| • | Gross contract revenue of $272.6 million compared to $235.0 million, a 16.0% increase |
| • | Net service billing1 of $243.2 million compared to $208.1 million, a 16.9% increase |
| • | Organic net service billing2 growth of 9.5% compared to 9.8% |
| • | Gross profit of $143.6 million compared to $123.7 million, an 16.2% increase |
| • | Net loss of $1.2 million compared to net income of $4.3 million |
| • | Basic and Diluted EPS of ($0.07) compared to $0.25 and $0.24, respectively |
| • | Adjusted EBITDA1 of $40.9 million compared to $34.7 million, a 17.8% increase |
| • | Adjusted EBITDA margin, net 1 of 16.8% compared to 16.7% |
| • | Cash from Operations of $3.7 million as compared to $16.3 million |
Notable Events:
| • | During the three months ended June 30, 2026, the Company repurchased 93,838 shares of common stock under the 2025 Repurchase Authorization for $3.0 million, at an average price of approximately $31.99 per share. |
| • | During the six months ended June 30, 2026, the Company repurchased 381,936 shares of common stock for $12.2 million at an average price of $32.02 per share |
| • | In April 2026, the Company acquired Smith & Associates Land Surveying LLC, a Las Vegas, Nevada-based land surveying firm to expand its surveying capabilities in the southwest. |
CFO Commentary
“Second quarter results reflect continued growth in net service billing and Adjusted EBITDA with margins that provide increased visibility to our full-year objectives,” said Bruce Labovitz, CFO. “The quarter included an unusual concentration of cash uses including an additional payroll, payment of annual bonuses, share repurchases, the final settlement of the 174 R&E tax filing, and several strategic investments in geospatial equipment and AI-compute infrastructure.
Improving cash conversion and reducing leverage remain important execution priorities, and we expect to make meaningful improvements to both in the second half of the year. Our acquisition pipeline remains active, with continued opportunities progressing through diligence toward closing. At this time, we are reaffirming our 2026 guidance for net revenue and Adjusted EBITDA margin, net.”
Full Year 2026 Guidance
Bowman reaffirmed net revenue and Adjusted EBITDA margin guidance for full year 2026:
| Date Issued |
Net Revenue |
Adjusted EBITDA |
||||||
| March 2026 |
$ | 495 -$510 MM | 17.0% -17.5% | |||||
| May 2026 |
$ | 520 -$540 MM | 17.2% -17.7% | |||||
| August 2026 |
$ | 520 -$540 MM | 17.2% -17.7% | |||||
The current outlook for 2026 is based on completed acquisitions as of the date of this release and does not include contributions from future acquisitions.
Pending Transaction with Bernhard Capital Partners
In a separate press release issued today, Bowman announced that it has entered into a definitive agreement to be acquired by Bernhard Capital Partners for $43.00 per share in cash. The transaction is expected to close in the fourth quarter of calendar year 2026 or the first quarter of calendar year 2027, subject to the receipt of required regulatory approvals and the satisfaction or waiver of other customary closing conditions. Additional information is available in the transaction press release.
In light of the transaction announcement, Bowman’s previously scheduled second quarter 2026 earnings call on August 11, 2026, at 9:00 a.m. EDT, has been canceled.
About Bowman Consulting Group Ltd.
Headquartered in Reston, Virginia, Bowman is a national engineering services firm offering infrastructure engineering, technical services and project management solutions to owners and operators of the built environment. With over 2,500 employees and 100 locations 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 Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.
1 Non-GAAP financial metric the Company believes offers valuable perspective on results of operations (see non-GAAP tables below for reconciliations).
2 Organic net service billing growth (also a non-GAAP financial metric) for the three months ended 6/30/26 excludes revenue from acquisitions of e3i and RPT.
3 Basic Adjusted EPS and Diluted Adjusted EPS are all non-GAAP financial metrics the Company believes offer valuable perspectives on results of operations (see non-GAAP tables below for reconciliations). Adjusted EPS (Basic and Diluted) include addbacks for non-reoccurring expenses specific to acquisitions, non-cash stock compensation expense associated with pre-IPO grants, and other expenses not in the ordinary course of business. With respect to the elimination of any non-cash stock compensation expense, the Company computes an adjusted tax expense or benefit which accounts for the elimination of any periodic windfall or shortfall tax effects resulting from the difference between grant date fair value and vest date value. With respect to all other eliminations, the Company applies its average marginal statutory tax rate, currently 25.8%, to derive the tax adjustment associated with the elimination of expenses. A reconciliation of non-GAAP Adjusted EPS to GAAP EPS, both basic and diluted, is included with this press release for reference.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will,” “goal” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to several assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. Considering these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements after the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
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.
Investor Relations Contact:
Betsy Patterson
ir@bowman.com
BOWMAN CONSULTING GROUP LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except per share data)
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ | 10,486 | $ | 11,066 | ||||
| Accounts receivable, net |
140,299 | 130,634 | ||||||
| Contract assets |
67,055 | 53,512 | ||||||
| Notes receivable - officers, employees, affiliates, current portion |
256 | 13 | ||||||
| Prepaid and other current assets |
17,405 | 17,730 | ||||||
|
|
|
|
|
|||||
| Total current assets |
235,501 | 212,955 | ||||||
| Non-Current Assets |
||||||||
| Property and equipment, net |
71,684 | 49,206 | ||||||
| Operating lease, right-of-use assets |
45,835 | 45,822 | ||||||
| Goodwill |
174,519 | 173,579 | ||||||
| Notes receivable, less current portion |
903 | 903 | ||||||
| Notes receivable - officers, employees, affiliates, less current portion |
868 | 1,108 | ||||||
| Other intangible assets, net |
83,340 | 88,580 | ||||||
| Deferred tax asset, net |
5,599 | 5,822 | ||||||
| Other assets |
1,813 | 1,707 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 620,062 | $ | 579,682 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Current Liabilities |
||||||||
| Revolving credit facility |
136,159 | 95,350 | ||||||
| Accounts payable and accrued liabilities, current portion |
59,542 | 60,035 | ||||||
| Contract liabilities |
14,178 | 10,965 | ||||||
| Notes payable, current portion |
22,039 | 22,698 | ||||||
| Operating lease obligation, current portion |
12,557 | 11,951 | ||||||
| Finance lease obligation, current portion |
16,602 | 13,735 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
261,077 | 214,734 | ||||||
| Non-Current Liabilities |
||||||||
| Other non-current obligations |
359 | 377 | ||||||
| Notes payable, less current portion |
22,691 | 34,313 | ||||||
| Operating lease obligation, less current portion |
39,842 | 40,430 | ||||||
| Finance lease obligation, less current portion |
34,691 | 23,718 | ||||||
| Deferred tax liability, net |
279 | 279 | ||||||
| Pension and post-retirement obligation, less current portion |
4,631 | 4,726 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 363,570 | $ | 318,577 | ||||
|
|
|
|
|
|||||
| Shareholders’ Equity |
||||||||
| Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding |
— | — | ||||||
| Common stock, $0.01 par value; 30,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 22,462,623 shares issued and 17,232,626 outstanding, and 21,972,432 shares issued and 17,194,091 outstanding as of June 30, 2026 and December 31, 2025, respectively |
225 | 220 | ||||||
| Additional paid-in-capital |
366,644 | 355,458 | ||||||
| Accumulated other comprehensive income |
842 | 895 | ||||||
| Treasury stock, at cost; 5,229,997 and 4,778,341 shares, respectively |
(99,475 | ) | (84,931 | ) | ||||
| Accumulated deficit |
(11,744 | ) | (10,537 | ) | ||||
|
|
|
|
|
|||||
| Total shareholders’ equity |
$ | 256,492 | $ | 261,105 | ||||
|
|
|
|
|
|||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ | 620,062 | $ | 579,682 | ||||
|
|
|
|
|
|||||
BOWMAN CONSULTING GROUP LTD.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Amounts in thousands except per share data)
(unaudited)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Gross Contract Revenue |
$ | 146,125 | $ | 122,090 | $ | 272,604 | $ | 235,021 | ||||||||
| Contract costs: (exclusive of depreciation and amortization below) |
||||||||||||||||
| Direct payroll costs |
51,229 | 42,425 | 99,545 | 84,390 | ||||||||||||
| Sub-consultants and expenses |
17,156 | 14,093 | 29,431 | 26,971 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total contract costs |
68,385 | 56,518 | 128,976 | 111,361 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating Expenses: |
||||||||||||||||
| Selling, general and administrative |
62,274 | 49,759 | 120,052 | 100,239 | ||||||||||||
| Depreciation and amortization |
7,813 | 6,544 | 16,219 | 13,065 | ||||||||||||
| (Gain) loss on sale of assets, net |
(479 | ) | 225 | (880 | ) | 176 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
69,608 | 56,528 | 135,391 | 113,480 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
8,132 | 9,044 | 8,237 | 10,180 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other expenses |
5,796 | 1,636 | 9,197 | 3,746 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income (loss) before tax expense |
2,336 | 7,408 | (960 | ) | 6,434 | |||||||||||
| Income tax (benefit) expense |
(159 | ) | 1,399 | 247 | 2,169 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income (loss) |
$ | 2,495 | $ | 6,009 | $ | (1,207 | ) | $ | 4,265 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings allocated to non-vested shares |
109 | 307 | – | 218 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income (loss) attributable to common shareholders |
$ | 2,386 | $ | 5,702 | $ | (1,207 | ) | $ | 4,047 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings (loss) per share |
||||||||||||||||
| Basic |
$ | 0.15 | $ | 0.35 | $ | (0.07 | ) | $ | 0.25 | |||||||
| Diluted |
$ | 0.14 | $ | 0.34 | $ | (0.07 | ) | $ | 0.24 | |||||||
| Weighted average shares outstanding: |
||||||||||||||||
| Basic |
16,433,556 | 16,331,964 | 16,443,424 | 16,344,173 | ||||||||||||
| Diluted |
16,604,374 | 16,583,034 | 16,443,424 | 16,589,787 | ||||||||||||
BOWMAN CONSULTING GROUP LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: |
||||||||
| Net (loss) income |
$ | (1,207 | ) | $ | 4,265 | |||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities |
||||||||
| Depreciation and amortization - property, plant and equipment |
9,978 | 7,932 | ||||||
| Amortization of intangible assets |
6,241 | 5,133 | ||||||
| (Gain) loss on sale of assets |
(880 | ) | 141 | |||||
| Credit losses |
831 | 745 | ||||||
| Stock based compensation |
9,587 | 9,694 | ||||||
| Deferred taxes |
223 | (12,185 | ) | |||||
| Accretion of discounts on notes payable |
204 | 404 | ||||||
| Changes in operating assets and liabilities, net of acquisition of businesses |
||||||||
| Accounts receivable |
(10,260 | ) | (8,112 | ) | ||||
| Contract assets |
(13,518 | ) | (8,656 | ) | ||||
| Prepaid expenses and other assets |
120 | 5,945 | ||||||
| Accounts payable and accrued expenses |
(778 | ) | 5,573 | |||||
| Contract liabilities |
3,164 | 5,414 | ||||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
3,705 | 16,293 | ||||||
|
|
|
|
|
|||||
| Cash Flows from Investing Activities: |
||||||||
| Purchases of property and equipment |
(9,406 | ) | (1,119 | ) | ||||
| Proceeds from sale of assets and disposal of leases |
880 | 102 | ||||||
| Capitalized internal-use software development costs |
(620 | ) | — | |||||
| Proceeds from notes receivable |
— | 718 | ||||||
| Acquisitions of businesses, net of cash acquired |
(912 | ) | (1,559 | ) | ||||
| Collections under stock subscription notes receivable |
— | 21 | ||||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(10,058 | ) | (1,837 | ) | ||||
|
|
|
|
|
|||||
| Cash Flows from Financing Activities: |
||||||||
| Borrowings under revolving credit facility |
40,809 | 22,515 | ||||||
| Repayment under notes payable |
(13,309 | ) | (8,919 | ) | ||||
| Payments on finance leases |
(7,943 | ) | (5,600 | ) | ||||
| Payment of contingent consideration from acquisitions |
(225 | ) | (1,171 | ) | ||||
| Payments for purchase of treasury stock |
(2,316 | ) | (3,894 | ) | ||||
| Repurchases of common stock |
(12,229 | ) | (9,458 | ) | ||||
| Proceeds from issuance of common stock |
986 | 913 | ||||||
|
|
|
|
|
|||||
| Net cash provided by (used in) financing activities |
5,773 | (5,614 | ) | |||||
|
|
|
|
|
|||||
| Net (decrease) increase in cash and cash equivalents |
(580 | ) | 8,842 | |||||
|
|
|
|
|
|||||
| Cash and cash equivalents, beginning of period |
11,066 | 6,698 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents, end of period |
$ | 10,486 | $ | 15,540 | ||||
|
|
|
|
|
|||||
| Supplemental disclosures of cash flow information: |
||||||||
| Cash paid for interest |
$ | 6,092 | $ | 3,812 | ||||
|
|
|
|
|
|||||
| Net cash paid for income taxes |
$ | 2,111 | $ | 681 | ||||
|
|
|
|
|
|||||
| Non-cash investing and financing activities: |
||||||||
| Property and equipment acquired under finance lease |
$ | (22,377 | ) | $ | (10,144 | ) | ||
|
|
|
|
|
|||||
| Non-cash additions to property and equipment |
$ | (1,044 | ) | $ | — | |||
|
|
|
|
|
|||||
| Note payable converted to common shares |
$ | — | $ | (434 | ) | |||
|
|
|
|
|
|||||
| Issuance of notes payable for acquisitions |
$ | (600 | ) | $ | (2,056 | ) | ||
|
|
|
|
|
|||||
| Non-cash change in contingent consideration liability |
$ | (2,288 | ) | $ | — | |||
|
|
|
|
|
|||||
| Settlement of contingent consideration |
$ | 525 | $ | 2,338 | ||||
|
|
|
|
|
|||||
BOWMAN CONSULTING GROUP LTD.
RECONCILIATION OF EPS TO ADJUSTED EPS
(Amounts in thousands except per share data)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income (loss) (GAAP) |
$ | 2,495 | $ | 6,009 | $ | (1,207 | ) | $ | 4,265 | |||||||
| + tax (benefit) expense (GAAP) |
(159 | ) | 1,399 | 247 | 2,169 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income (loss) before tax expense (GAAP) |
$ | 2,336 | $ | 7,408 | $ | (960 | ) | $ | 6,434 | |||||||
| + acquisition related expenses |
2,992 | 1,149 | 4,531 | 1,744 | ||||||||||||
| + amortization of intangibles |
2,949 | 2,517 | 6,241 | 5,133 | ||||||||||||
| + non-cash stock comp related to pre-IPO |
75 | 330 | 241 | 824 | ||||||||||||
| + other non-core expenses |
2,539 | 188 | 5,808 | 331 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted income before tax expense |
$ | 10,891 | $ | 11,592 | $ | 15,861 | $ | 14,466 | ||||||||
| Adjusted income tax expense |
141 | 1,981 | 2,705 | 3,657 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted net income |
$ | 10,750 | $ | 9,611 | $ | 13,156 | $ | 10,809 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings allocated to non-vested shares |
468 | 491 | 559 | 553 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted net income attributable to common shareholders |
10,282 | 9,120 | 12,597 | 10,256 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings (loss) per share (GAAP) |
||||||||||||||||
| Basic |
$ | 0.15 | $ | 0.35 | $ | (0.07 | ) | $ | 0.25 | |||||||
| Diluted |
$ | 0.14 | $ | 0.34 | $ | (0.07 | ) | $ | 0.24 | |||||||
| Adjusted earnings per share (Non-GAAP) |
||||||||||||||||
| Basic |
$ | 0.63 | $ | 0.56 | $ | 0.77 | $ | 0.63 | ||||||||
| Diluted |
$ | 0.62 | $ | 0.55 | $ | 0.76 | $ | 0.62 | ||||||||
| Weighted average shares outstanding |
||||||||||||||||
| Basic |
16,433,556 | 16,331,964 | 16,443,424 | 16,344,173 | ||||||||||||
| Diluted |
16,604,374 | 16,583,034 | 16,607,542 | 16,589,787 | ||||||||||||
| Basic Adjusted Earnings (Loss) Per Share Summary - Non-GAAP | For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Earnings (loss) per share (GAAP) |
$ | 0.15 | $ | 0.35 | $ | (0.07 | ) | $ | 0.25 | |||||||
| Pre-tax basic per share adjustments |
$ | 0.51 | $ | 0.36 | $ | 1.03 | $ | 0.64 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per share before tax expense |
$ | 0.66 | $ | 0.71 | $ | 0.96 | $ | 0.89 | ||||||||
| Tax expense per share adjustment |
$ | 0.01 | $ | 0.12 | $ | 0.16 | $ | 0.22 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per share - adjusted net income |
$ | 0.65 | $ | 0.59 | $ | 0.80 | $ | 0.67 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per share allocated to non-vested shares |
$ | 0.02 | $ | 0.03 | $ | 0.03 | $ | 0.04 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per share attributable to common shareholders |
$ | 0.63 | $ | 0.56 | $ | 0.77 | $ | 0.63 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted Adjusted Earnings (Loss) Per Share Summary - Non-GAAP | For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Earnings (loss) per share (GAAP) |
$ | 0.14 | $ | 0.34 | $ | (0.07 | ) | $ | 0.24 | |||||||
| Pre-tax diluted per share adjustments |
$ | 0.52 | $ | 0.36 | $ | 1.03 | $ | 0.63 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per share before tax expense |
$ | 0.66 | $ | 0.70 | $ | 0.96 | $ | 0.87 | ||||||||
| Tax expense per share adjustment |
$ | 0.01 | $ | 0.12 | $ | 0.16 | $ | 0.22 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per share - adjusted net income |
$ | 0.65 | $ | 0.58 | $ | 0.80 | $ | 0.65 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per share allocated to non-vested shares |
$ | 0.03 | $ | 0.03 | $ | 0.04 | $ | 0.03 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per share attributable to common shareholders |
$ | 0.62 | $ | 0.55 | $ | 0.76 | $ | 0.62 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
BOWMAN CONSULTING GROUP LTD.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Amounts in thousands except per share data)
| Combined Statement of Operations Reconciliation | For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Gross contract revenue |
$ | 146,125 | $ | 122,090 | $ | 272,604 | $ | 235,021 | ||||||||
| Contract costs (exclusive of depreciation and amortization) |
68,385 | 56,518 | 128,976 | 111,361 | ||||||||||||
| Operating expense |
69,608 | 56,528 | 135,391 | 113,480 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
8,132 | 9,044 | 8,237 | 10,180 | ||||||||||||
| Other expense |
5,796 | 1,636 | 9,197 | 3,746 | ||||||||||||
| Income tax (benefit) expense |
(159 | ) | 1,399 | 247 | 2,169 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income (loss) |
$ | 2,495 | $ | 6,009 | $ | (1,207 | ) | $ | 4,265 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net margin |
1.7 | % | 4.9 | % | (0.4 | )% | 1.8 | % | ||||||||
| Other financial information 1 |
||||||||||||||||
| Net service billing |
$ | 128,969 | $ | 107,997 | $ | 243,173 | $ | 208,050 | ||||||||
| Adjusted EBITDA |
24,092 | 20,203 | 40,891 | 34,708 | ||||||||||||
| Adjusted EBITDA margin, net |
18.7 | % | 18.7 | % | 16.8 | % | 16.7 | % | ||||||||
| Gross Contract Revenue to Net Service Billing Reconciliation | For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Gross contract revenue |
$ | 146,125 | $ | 122,090 | $ | 272,604 | $ | 235,021 | ||||||||
| Less: sub-consultants and other direct expenses |
17,156 | 14,093 | 29,431 | 26,971 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net service billing |
$ | 128,969 | $ | 107,997 | $ | 243,173 | $ | 208,050 | ||||||||
| Organic net service billing |
121,712 | 107,997 | 227,798 | 208,049 | ||||||||||||
| Acquisition-related net service billing |
7,257 | — | 15,375 | 1 | ||||||||||||
| Adjusted EBITDA Reconciliation | For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net service billing |
$ | 128,969 | $ | 107,997 | $ | 243,173 | $ | 208,050 | ||||||||
| Net income (loss) |
$ | 2,495 | $ | 6,009 | $ | (1,207 | ) | $ | 4,265 | |||||||
| + interest expense |
3,532 | 2,259 | 6,794 | 4,372 | ||||||||||||
| + depreciation & amortization |
7,813 | 6,544 | 16,219 | 13,065 | ||||||||||||
| + income tax (benefit) expense |
(159 | ) | 1,399 | 247 | 2,169 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA |
$ | 13,681 | $ | 16,211 | $ | 22,053 | $ | 23,871 | ||||||||
| + non-cash stock compensation |
5,381 | 3,093 | 9,577 | 9,734 | ||||||||||||
| + acquisition and other non-core expenses |
5,030 | 899 | 9,261 | 1,103 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
$ | 24,092 | $ | 20,203 | $ | 40,891 | $ | 34,708 | ||||||||
| Adjusted EBITDA margin, net |
18.7 | % | 18.7 | % | 16.8 | % | 16.7 | % | ||||||||
| 1 | Non-GAAP financial metrics the Company believes offer valuable perspective on results of operations. See Non-GAAP tables below for reconciliations. |
BOWMAN CONSULTING GROUP LTD.
GROSS CONTRACT REVENUE COMPOSITION
(Unaudited)
| For the Three Months Ended June 30, | ||||||||||||||||||||||||
| (dollars in thousands) | 2026 | % | 2025 | % | Change | % Change | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Consolidated Gross Contract Revenue |
||||||||||||||||||||||||
| Building Infrastructure |
57,174 | 39.2 | % | 56,561 | 46.3 | % | 613 | 1.1 | % | |||||||||||||||
| Transportation |
28,382 | 19.4 | % | 24,611 | 20.2 | % | 3,771 | 15.3 | % | |||||||||||||||
| Power, Utilities & Energy |
37,034 | 25.3 | % | 26,843 | 22.0 | % | 10,191 | 38.0 | % | |||||||||||||||
| Natural Resources1 |
23,535 | 16.1 | % | 14,075 | 11.5 | % | 9,460 | 67.2 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
146,125 | 100.0 | % | 122,090 | 100.0 | % | 24,035 | 19.7 | % | |||||||||||||||
| Acquired2 |
7,534 | 5.2 | % | 6,459 | 5.3 | % | 1,075 | (6.0 | )% | |||||||||||||||
| For the Six Months Ended June 30, | ||||||||||||||||||||||||
| (dollars in thousands) | 2026 | % | 2025 | % | Change | % Change | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Consolidated Gross Contract Revenue |
||||||||||||||||||||||||
| Building Infrastructure |
109,521 | 40.2 | % | 108,593 | 46.2 | % | 928 | 0.9 | % | |||||||||||||||
| Transportation |
54,991 | 20.2 | % | 48,340 | 20.6 | % | 6,651 | 13.8 | % | |||||||||||||||
| Power, Utilities & Energy |
71,767 | 26.3 | % | 52,153 | 22.2 | % | 19,614 | 37.6 | % | |||||||||||||||
| Natural Resources1 |
36,325 | 13.3 | % | 25,935 | 11.0 | % | 10,390 | 40.1 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
272,604 | 100.0 | % | 235,021 | 100.0 | % | 37,583 | 16.0 | % | |||||||||||||||
| Acquired2 |
16,097 | 5.9 | % | 11,476 | 4.9 | % | 4,621 | (17.2 | )% | |||||||||||||||
| 1 | Formerly Emerging Markets which represents environmental, mining, water resources, imaging and mapping, and other. |
| 2 | Acquired revenue in prior periods as previously reported; four quarters post-closing, acquired revenue is thereafter reclassified as organic for the purpose of calculating organic growth rates. |
BOWMAN CONSULTING GROUP LTD.
ORGANIC GROWTH ANALYSIS
(Unaudited)
| For the Three Months Ended June 30, | ||||||||||||||||||||||||
| (dollars in thousands) | 2026 | % | 2025 | % | Change | Organic +/- | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross Revenue, Organic |
138,591 | 100.0 | % | 122,091 | 100.0 | % | 16,500 | 13.5 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Building Infrastructure |
56,900 | 41.0 | % | 56,561 | 46.3 | % | 339 | 0.6 | % | |||||||||||||||
| Transportation |
28,377 | 20.5 | % | 24,611 | 20.2 | % | 3,766 | 15.3 | % | |||||||||||||||
| Power, Utilities & Energy |
29,779 | 21.5 | % | 26,843 | 22.0 | % | 2,936 | 10.9 | % | |||||||||||||||
| Natural Resources |
23,535 | 17.0 | % | 14,076 | 11.5 | % | 9,459 | 67.2 | % | |||||||||||||||
| For the Six Months Ended June 30, | ||||||||||||||||||||||||
| (dollars in thousands) | 2026 | % | 2025 | % | Change | Organic +/- | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross Revenue, Organic |
256,507 | 100.0 | % | 235,021 | 100.0 | % | 21,486 | 9.1 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Building Infrastructure |
109,101 | 42.5 | % | 108,593 | 46.2 | % | 508 | 0.5 | % | |||||||||||||||
| Transportation |
54,986 | 21.4 | % | 48,340 | 20.6 | % | 6,646 | 13.7 | % | |||||||||||||||
| Power, Utilities & Energy |
56,095 | 21.9 | % | 52,153 | 22.2 | % | 3,942 | 7.6 | % | |||||||||||||||
| Natural Resources |
36,325 | 14.2 | % | 25,935 | 11.0 | % | 10,390 | 40.1 | % | |||||||||||||||
| For the Three Months Ended June 30, | ||||||||||||||||||||||||
| (dollars in thousands) | 2026 | % | 2025 | % | Change | Organic +/- | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net Revenue, Organic |
121,712 | 100.0 | % | 107,997 | 100.0 | % | 13,715 | 12.7 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Building Infrastructure |
52,374 | 43.0 | % | 51,382 | 47.5 | % | 992 | 1.9 | % | |||||||||||||||
| Transportation |
22,548 | 18.5 | % | 20,256 | 18.8 | % | 2,292 | 11.3 | % | |||||||||||||||
| Power, Utilities & Energy |
27,111 | 22.3 | % | 24,474 | 22.7 | % | 2,637 | 10.8 | % | |||||||||||||||
| Natural Resources |
19,679 | 16.2 | % | 11,885 | 11.0 | % | 7,794 | 65.6 | % | |||||||||||||||
| For the Six Months Ended June 30, | ||||||||||||||||||||||||
| (dollars in thousands) | 2026 | % | 2025 | % | Change | Organic +/- | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net Revenue, Organic |
227,798 | 100.0 | % | 208,049 | 100.0 | % | 19,749 | 9.5 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Building Infrastructure |
101,202 | 44.5 | % | 99,481 | 47.8 | % | 1,721 | 1.7 | % | |||||||||||||||
| Transportation |
44,719 | 19.6 | % | 39,834 | 19.1 | % | 4,885 | 12.3 | % | |||||||||||||||
| Power, Utilities & Energy |
51,368 | 22.5 | % | 47,549 | 22.9 | % | 3,819 | 8.0 | % | |||||||||||||||
| Natural Resources |
30,509 | 13.4 | % | 21,185 | 10.2 | % | 9,324 | 44.0 | % | |||||||||||||||
BOWMAN CONSULTING GROUP LTD.
GROSS BACKLOG BY CATEGORY AT JUNE 30, 2026
(Unaudited)
| Category |
Percentage | |||
| Building Infrastructure |
25 | % | ||
| Transportation |
21 | % | ||
| Power, Utilities & Energy |
19 | % | ||
| Natural Resources |
35 | % | ||
|
|
|
|||
| TOTAL |
100 | % | ||
|
|
|
|||
Exhibit 99.2
Bowman Consulting Group Enters into Definitive Agreement to be Acquired by
Bernhard Capital Partners for $43.00 Per Share in Cash
All-cash transaction valued at approximately $1.0 billion
Transaction represents a 58% premium, based on Bowman’s closing share price of $27.23 on August 7, 2026
RESTON, Va. and BATON ROUGE, La. – August 10, 2026 – 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, $43.00 per share transaction represents an enterprise value of approximately $1.0 billion.
The purchase price represents a premium of approximately 58% to Bowman’s unaffected closing share price on Friday, August 7, 2026, and a 57% premium to the Company’s 30-day volume-weighted average share price. Under the terms of the definitive merger agreement, Bowman shareholders will receive $43.00 in cash for each share of Bowman common stock they own. Upon completion of the transaction, Bowman will become a privately held company and BWMN common stock will no longer be listed on the Nasdaq Exchange.
“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 15.3% of Bowman’s current voting power have entered into voting agreements to support the transaction.
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 $6 billion in assets under management, the firm invests in complex, expansive and often regulated markets characterized by durable demand. Bernhard applies a disciplined, thematic investment strategy, paired with deep sector expertise and operational experience, to enhance performance, scale platforms and support long-term growth. Bernhard’s specialized approach is designed to perform across market cycles, delivering consistent outcomes for investors, partners and communities served across the portfolio. For more information, visit bernhardcapital.com.
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