Bowman Consulting completes $43-a-share cash merger

The merger terms provided $43.00 in cash, without interest and subject to applicable tax withholding, for each eligible common share.

Available on EDGAR 11/06/2026 - 04:21 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:21 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Bowman Consulting Group Ltd. (BWMN) completed its merger on November 6, 2026, when Prive Merger Sub, Inc. merged into the company, which continued as the surviving corporation. Under the merger terms, each common share other than certain excluded shares was canceled and converted into a right to receive $43.00 in cash per share, without interest and subject to applicable tax withholding.

Chief Operating Officer Daniel Swayze was reported as acquiring 37,085 shares through the vesting of performance-based restricted stock units, and disposing of 62,816 shares associated with restricted stock awards. The awards vested immediately before the merger’s effective time and were canceled and converted into rights to receive the merger consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Swayze Daniel

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	37,085	--	--
Disposition	Common Stock F1, F2, F3	62,816	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Holdings Before and After: Common Stock, 25,731 to 0 shares (Direct)

Footnotes (3)

1. F1. Pursuant to the Agreement and Plan of Merger, dated as of August 10, 2026 (the "Merger Agreement"), by and among Bowman Consulting Group Ltd. (the "Company"), Prive Parent, Inc. ("Parent"), and Prive Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, on November 6, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation, and each share of Company common stock, par value $0.01 per share (each, a "Share"), outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain excluded Shares) was automatically canceled and converted into the right to receive $43.00 in cash, without interest and subject to any applicable tax withholding (the "Merger Consideration").
2. F2. Immediately prior to the Effective Time, each outstanding Company performance-based restricted stock unit (each, a "PRSU") granted to the Reporting Person became fully vested with respect to that number of Shares awarded and not the achievement of performance levels, and each such PRSU was automatically canceled and converted into the right to receive the Merger Consideration with respect to each Share underlying such PRSU.
3. F3. Immediately prior to the Effective Time, each outstanding Company restricted stock award (each, an "RSA") granted to the Reporting Person became fully vested and free of restrictions and were subsequently canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such RSA, the Merger Consideration in cash, without interest.

Key Figures

Merger consideration: $43.00 in cash per share Performance-based restricted stock unit shares: 37,085 shares Restricted stock award shares: 62,816 shares

3 metrics

Merger consideration $43.00 in cash per share Without interest and subject to applicable tax withholding

Performance-based restricted stock unit shares 37,085 shares Reported award acquisition by Chief Operating Officer Daniel Swayze

Restricted stock award shares 62,816 shares Reported disposition by Chief Operating Officer Daniel Swayze

Key Terms

performance-based restricted stock unit, restricted stock award, Merger Consideration

3 terms

performance-based restricted stock unit financial

"each Company performance-based restricted stock unit"

A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.

restricted stock award financial

"each outstanding Company restricted stock award"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

Merger Consideration financial

"the "Merger Consideration""

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What cash consideration did BWMN shares convert into in the merger?

Each eligible common share was converted into a right to receive $43.00 in cash per share, without interest and subject to applicable tax withholding. The merger took effect on November 6, 2026, when Prive Merger Sub, Inc. merged into Bowman Consulting Group Ltd., which continued as the surviving corporation.

What happened to Daniel Swayze’s BWMN equity awards?

Chief Operating Officer Daniel Swayze had 37,085 performance-based restricted stock units vest based on the awarded shares rather than performance achievement, and 62,816 restricted stock awards vest and become unrestricted. Both award categories were canceled and converted into rights to receive $43.00 in cash per share under the merger terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Swayze Daniel

(Last) (First) (Middle)

12355 SUNRISE VALLEY DRIVE

SUITE 520

(Street)

RESTON VIRGINIA 20191

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Bowman Consulting Group Ltd. [ BWMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/06/2026		A		37,085	A	(1)(2)	62,816	D
Common Stock	11/06/2026		D		62,816	D	(1)(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 10, 2026 (the "Merger Agreement"), by and among Bowman Consulting Group Ltd. (the "Company"), Prive Parent, Inc. ("Parent"), and Prive Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, on November 6, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation, and each share of Company common stock, par value $0.01 per share (each, a "Share"), outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain excluded Shares) was automatically canceled and converted into the right to receive $43.00 in cash, without interest and subject to any applicable tax withholding (the "Merger Consideration").

2. Immediately prior to the Effective Time, each outstanding Company performance-based restricted stock unit (each, a "PRSU") granted to the Reporting Person became fully vested with respect to that number of Shares awarded and not the achievement of performance levels, and each such PRSU was automatically canceled and converted into the right to receive the Merger Consideration with respect to each Share underlying such PRSU.

3. Immediately prior to the Effective Time, each outstanding Company restricted stock award (each, an "RSA") granted to the Reporting Person became fully vested and free of restrictions and were subsequently canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such RSA, the Merger Consideration in cash, without interest.

	/s/ Daniel Swayze by Robert Hickey with Power of Attorney	11/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)