Bowman Consulting Group (BWMN) CEO receives stock awards and tax share offset

Rhea-AI Filing Summary

Bowman Consulting Group Ltd. Chief Executive Officer, director, and 10% owner Gary Bowman reported several equity compensation transactions in common stock on February 11, 2026. These reflect performance-based, time-based, and incentive-plan awards, plus shares withheld to cover taxes.

He acquired 34,659 shares at $0 as performance stock units vested after the Compensation Committee determined the 26.25th percentile performance level was met for the January 1, 2023 to December 31, 2025 period. He then had 10,593 shares disposed of at $33.18 in a tax-withholding disposition.

Bowman also received an annual time-based restricted stock award of 16,527 shares at $0, vesting in three equal installments beginning on the first anniversary of the grant date, and 11,039 shares earned under the 2021 Executive Short Term Incentive Plan, which were previously elected to be paid in stock and will vest on December 15, 2026. Following these transactions, he directly owned 931,575 common shares.

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

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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^*

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)
02/11/2026

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	02/11/2026		A(1)		34,659	A	$0	914,602	D
Common Stock	02/11/2026		F		10,593	D	$33.18	904,009	D
Common Stock	02/11/2026		A(2)		16,527	A	$0	920,536	D
Common Stock	02/11/2026		A(3)		11,039	A	$0	931,575	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. On February 9, 2023, the reporting person was granted an award of restricted stock units under the 2021 Executive Officers Long Term Incentive Plan, as amended, which vests in the form of common stock based on the total stockholder return of the Issuer compared against a peer group for the performance period January 1, 2023 through December 31, 2025. On February 11, 2026, the Compensation Committee determined that the 26.25th percentile performance level had been met, resulting in the vesting of these shares.

2. Reflects the annual award of time-based restricted stock under the Long-Term Incentive Plan, which vests in three equal installments beginning on the first anniversary of the grant date.

3. Reflect amount earned by the reporting person under the 2021 Executive Short Term Incentive Plan, as amended, for performance-year ended December 31, 2025, which amounts the reporting person had previously elected to have paid in common stock. The common stock will vest on December 15, 2026.

Remarks:

	/s/ Gary Bowman by Robert Hickey with Power of Attorney	02/17/2026
	** 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).
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FAQ

What insider transactions did BWMN CEO Gary Bowman report on February 11, 2026?

Gary Bowman reported multiple equity compensation transactions in Bowman Consulting Group Ltd. common stock on February 11, 2026. These included performance-based vesting, a time-based restricted stock grant, incentive-plan stock, and a tax-withholding disposition rather than open-market buying or selling.

How many Bowman Consulting (BWMN) shares vested from performance awards for Gary Bowman?

Gary Bowman acquired 34,659 Bowman Consulting Group Ltd. shares at $0 when performance-based restricted stock units vested. The Compensation Committee determined the 26.25th percentile performance level was achieved for the period from January 1, 2023 through December 31, 2025, triggering this vesting.

What was the purpose of the 10,593 BWMN shares disposed of by Gary Bowman?

The 10,593 Bowman Consulting Group Ltd. shares were disposed of as a tax-withholding transaction at $33.18 per share. This “F” code disposition reflects shares delivered to cover exercise price or tax liabilities, not an open-market sale of stock by the CEO.

What new time-based restricted stock did BWMN grant to CEO Gary Bowman?

Gary Bowman received an annual time-based restricted stock award of 16,527 Bowman Consulting Group Ltd. shares at $0. This award vests in three equal installments beginning on the first anniversary of the grant date, aligning compensation with continued service over several years.

How is Gary Bowman’s short-term incentive for 2025 paid at Bowman Consulting (BWMN)?

Under the 2021 Executive Short Term Incentive Plan, Gary Bowman earned 11,039 Bowman Consulting Group Ltd. shares for performance year ended December 31, 2025. He had elected to receive this incentive in common stock, which will vest on December 15, 2026, subject to continued conditions.

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

After the reported February 11, 2026 transactions, Gary Bowman directly owned 931,575 shares of Bowman Consulting Group Ltd. common stock. This figure reflects the combined impact of performance vesting, time-based awards, incentive-plan stock, and the tax-withholding share disposition.