Every 8-K that Bowman Consulting Group Ltd. (BWMN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BWMN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BWMN filings page.
Bowman Consulting Group Ltd. (BWMN) reports that the 35-day go-shop period under its definitive merger agreement with entities affiliated with Bernhard Capital Partners has expired without any alternative acquisition proposals or “Excluded Party” emerging. Bernhard is expected to acquire Bowman in an all-cash transaction for $43.00 per share, implying an enterprise value of approximately $1.0 billion. The price reflects a 58% premium to Bowman’s unaffected closing share price on August 7, 2026 and a 57% premium to its 30-day volume-weighted average share price. The company is now subject to customary no-shop provisions, with a fiduciary out, and continues to expect the merger to close in the fourth quarter of 2026, subject to shareholder approval, regulatory clearances and other customary conditions.
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%.
Bowman Consulting Group Ltd. reported the results of its annual stockholder meeting held on May 28, 2026. Stockholders elected two Class II directors, Virginia Grebbien and Patricia Mulroy, to terms expiring at the 2029 annual meeting.
Grebbien received 6,941,799 votes for and 4,669,290 withheld, while Mulroy received 6,189,173 votes for and 5,421,916 withheld, with 2,754,551 broker non-votes in each case. Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 13,934,503 votes for, 430,981 against, and 156 abstentions.
Bowman Consulting Group Ltd. reported first quarter 2026 gross contract revenue of $126.5 million, up 12.0% from $112.9 million a year earlier. Net service billing rose 14.1% to $114.2 million and Adjusted EBITDA increased 15.8% to $16.8 million, with a 14.7% margin.
The company still posted a net loss of $3.7 million, compared with a $1.7 million loss in 2025, or a basic and diluted loss per share of $0.22. However, Adjusted basic and diluted EPS improved to $0.14 from $0.07.
Bowman highlighted record backlog, with gross backlog reaching $652.7 million, up 55.9% from $418.8 million. On this momentum, management raised 2026 net revenue guidance to $520–$540 million and now targets an adjusted EBITDA margin of 17.2%–17.7%, implying over 20% year-over-year revenue growth.
Bowman Consulting Group Ltd. announced that Robert Hickey plans to retire from the company effective December 31, 2026. He will resign as Chief Legal Officer, Secretary and Executive Vice President on May 1, 2026, and then serve as Senior Legal Advisor for the remainder of his employment with no change to his compensation or benefits.
The company states that Mr. Hickey’s retirement and resignation are not due to any disagreement regarding operations, policies or practices. Under a letter agreement, he will not participate in the 2026 Short Term Incentive Plan, will receive a one-time cash award on December 31, 2026, and previously granted restricted share and performance share unit awards will vest upon retirement. The Board has appointed Elizabeth Abdoo, currently Senior Legal Advisor, as Chief Legal Officer and Secretary effective May 1, 2026.
Bowman Consulting Group Ltd. entered into a $146.7 million contract amendment with a U.S. government agency, increasing the total contract value to $177.7 million. The original contract was signed in December 2025, and Bowman’s services under the expanded agreement are expected to be completed over 36 months.
Bowman Consulting Group Ltd. reported record results for 2025 and raised its 2026 outlook. Full-year 2025 gross contract revenue reached $490.0 million, up from $426.6 million, while net service billing rose to $434.8 million from $379.7 million. Net income increased to $12.8 million from $3.0 million and adjusted EBITDA grew to $72.9 million from $59.5 million, with adjusted EBITDA margin improving to 16.8% from 15.7%.
Fourth-quarter 2025 gross contract revenue was $129.0 million versus $113.2 million, and net service billing was $114.6 million versus $98.6 million, with organic net service billing growth of 10.9%. The company raised 2026 net revenue guidance to $495–$510 million from $465–$480 million, maintaining an adjusted EBITDA margin target of 17.0%–17.5%. Bowman also highlighted a December 2025 acquisition in power and utilities, expanded credit capacity to $250 million, and share repurchases totaling $18.8 million in 2025.
Bowman Consulting Group Ltd. is preparing for a leadership transition as founder and chief executive officer Gary Bowman plans to retire as CEO and resign from the board later in 2026 once a successor is appointed. He has delivered a notice of non-renewal under his employment agreement, which triggers full acceleration of vesting and lapse of restrictions on his unvested equity awards when his term ends, and he is expected to remain CEO and then serve as a senior advisor to support an orderly transition.
The board has begun a formal search for a new CEO, considering internal and external candidates, and states that Mr. Bowman’s decision is not due to any disagreement over operations, policies or practices. To support continuity, Bowman amended and restated chief financial officer Bruce Labovitz’s employment agreement, adding a one-time $2,000,000 cash special bonus payable in 2027, subject to continued employment or certain termination and change-in-control protections, and tightening change-in-control benefits to require both a transaction and "Good Reason." The company also extended chief operating officer Daniel Swayze’s employment term by one year to the end of 2028 and granted him retention equity awards of 5,719 time-based restricted shares and 5,719 performance-based restricted stock units that vest over a three-year period tied to company performance measures.
Bowman Consulting Group Ltd. entered into a Second Amendment to its Credit Agreement, increasing the revolving commitment to $210.0 million from $140.0 million. The amendment updates the guaranty covenant to apply to “Material Subsidiaries,” permits dissolution or liquidation of inactive subsidiaries so long as no default exists or would result, and clarifies that as of the amendment date there has not been an Elevated Ratio Period. All other covenants and terms remain the same.
The company also furnished a press release announcing financial results for the quarter ended September 30, 2025.