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[Form 4] Bowman Consulting Group Ltd. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Gary Bowman, CEO, director and 10% owner of Bowman Consulting Group Ltd. (BWMN), reported sales of Company common stock under a Rule 10b5-1 trading plan. On 09/24/2025 Mr. Bowman executed two sell transactions: 12,500 shares sold directly at $42.39 and 7,500 shares sold resulting in an indirect disposition attributed to a family LLC at $42.39.

After these transactions Mr. Bowman beneficially owned 919,024 shares directly and 1,390,838 shares indirectly. The filing explains the sales were made pursuant to a Rule 10b5-1 plan adopted June 6, 2025, which authorizes planned sales of up to 112,500 shares for Mr. Bowman and up to 67,500 shares for Bowman Family Asset Management LLC through September 2026.

Positive
  • Sales executed under a Rule 10b5-1 plan, providing procedural clarity and reducing appearance of opportunistic trading
  • Significant continued ownership: 919,024 shares direct and 1,390,838 shares indirect after the sales
Negative
  • Insider sold 20,000 shares on 09/24/2025 at $42.39, creating announced supply into the market
  • 10b5-1 plan authorizes up to 112,500 shares for Mr. Bowman and 67,500 for BFAM through Sept 2026, indicating additional planned sales could occur

Insights

TL;DR: Insider sales were executed under a pre-established Rule 10b5-1 plan, indicating planned liquidity rather than opportunistic trading.

The use of a Rule 10b5-1 trading plan provides procedural protection and market transparency for scheduled disposals by a 10% owner and CEO. The disclosed transactions are modest relative to total beneficial ownership: 20,000 shares sold versus combined direct and indirect holdings exceeding 2.3 million shares. The plan limits noted in the filing (up to 112,500 shares for Mr. Bowman and 67,500 for BFAM through Sept 2026) are material for monitoring future dilution or insider supply but do not alone indicate change in control or immediate governance concerns.

TL;DR: Reported sales are small relative to total holdings; monitor remaining plan capacity for potential future selling pressure.

The reported dispositions occurred at $42.39 per share and total 20,000 shares. Given Mr. Bowman remains a substantial direct and indirect holder, the transactions are likely for routine liquidity or estate planning as stated. Investors should note the explicit limits in the 10b5-1 plan which authorize additional sales through September 2026, creating potential, announced future share supply. No derivative transactions or other compensatory changes were reported in this filing.

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
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bowman Gary

(Last) (First) (Middle)
12355 SUNRISE VALLEY DRIVE
SUITE 520

(Street)
RESTON VA 20191

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bowman Consulting Group Ltd. [ BWMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 09/24/2025 S(1) 12,500 D $42.39 919,024 D
Common Stock 09/24/2025 S(1) 7,500 D $42.39 1,390,838 I Family LLC
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. Reflects shares sold under a Rule 10b5-1 trading plan that was adopted on June 6, 2025. The Rule 10b5-1 trading plan provides for (i) with respect to Mr. Bowman, the sale of up to 112,500 shares of Company common stock, pursuant to the terms of the plan from September 2025 through September 2026, and (ii) with respect to Bowman Family Asset Management LLC ("BFAM"), an estate planning vehicle established to manage the investments of Mr. Bowman and his family and of which Mr. Bowman is manager, the sale of up to 67,500 shares of Company common stock owned by BFAM pursuant to the terms of the plan, from September 2025 through September 2026.
Remarks:
/s/ Gary Bowman by Robert Hickey with Power of Attorney 09/25/2025
** 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.

FAQ

What transactions did Gary Bowman report on Form 4 for BWMN?

The Form 4 reports two dispositions on 09/24/2025: 12,500 shares sold directly at $42.39 and 7,500 shares disposed indirectly via a family LLC at $42.39.

How many Bowman Consulting (BWMN) shares does Gary Bowman own after these transactions?

After the reported sales Mr. Bowman beneficially owns 919,024 shares directly and 1,390,838 shares indirectly.

Were the sales part of an insider trading plan?

Yes. The filing states the sales were made under a Rule 10b5-1 trading plan adopted on June 6, 2025.

How many shares may still be sold under the disclosed 10b5-1 plan?

The plan authorizes up to 112,500 shares for Mr. Bowman and up to 67,500 shares for Bowman Family Asset Management LLC through September 2026.

Did the Form 4 report any option or derivative activity?

No. Table II for derivative securities contains no reported transactions in this filing.
Bowman Consulting Group Ltd.

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Engineering & Construction
Services-management Consulting Services
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United States
RESTON