Bowman (BWMN) CLO Hickey logs stock awards and tax withholding move

Rhea-AI Filing Summary

Bowman Consulting Group Ltd.'s Chief Legal Officer, Robert Alan Hickey, reported multiple equity compensation transactions in common stock on February 11, 2026. He acquired 9,805 shares at $0 per share from a performance-based restricted stock unit award granted in 2023, after the Compensation Committee determined that the 26.52nd percentile performance level had been met for the 2023–2025 period.

On the same date, 4,208 shares were disposed of at $33.18 per share to cover tax obligations through a tax-withholding disposition, and he received an additional annual grant of 5,719 time-based restricted shares at $0. Following these transactions, Hickey directly owned 186,291 shares of Bowman common stock.

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^*

Hickey Robert Alan

(Last) (First) (Middle)

C/O BOWMAN CONSULTING GROUP LTD.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal 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)		9,805	A	$0	184,780	D
Common Stock	02/11/2026		F		4,208	D	$33.18	180,572	D
Common Stock	02/11/2026		A(2)		5,719	A	$0	186,291	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 26.52nd 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.

Remarks:

	/s/Robert A. Hickey	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BWMN Chief Legal Officer Robert Hickey report?

Robert Hickey reported equity compensation activity, including two stock awards and one tax-withholding disposition. He acquired 9,805 performance-based shares, disposed of 4,208 shares to cover taxes, and received 5,719 time-based restricted shares, all dated February 11, 2026.

How many Bowman (BWMN) shares did Robert Hickey acquire through awards?

Robert Hickey acquired 15,524 Bowman shares through awards on February 11, 2026. This consists of 9,805 vested performance-based restricted stock units and a 5,719-share annual time-based restricted stock grant under the company’s long-term incentive plans.

Why were 4,208 BWMN shares disposed of in Robert Hickey’s Form 4?

The 4,208 Bowman shares were disposed of to satisfy tax obligations. The transaction used code F, indicating payment of tax liability by delivering shares, at a price of $33.18 per share, rather than an open-market sale for investment purposes.

What performance period triggered Robert Hickey’s 9,805-share vesting at Bowman (BWMN)?

The 9,805-share vesting came from a 2023 restricted stock unit award. It was tied to Bowman’s total stockholder return versus a peer group over January 1, 2023 through December 31, 2025, with the Compensation Committee confirming the 26.52nd percentile performance level.

How does Robert Hickey’s annual time-based restricted stock award at BWMN vest?

Robert Hickey’s 5,719-share annual time-based restricted stock award vests in three equal installments. Vesting begins on the first anniversary of the grant date, then continues annually, aligning his compensation with longer-term service and performance at Bowman Consulting Group.

How many Bowman (BWMN) shares does Robert Hickey own after these transactions?

After the reported February 11, 2026 transactions, Robert Hickey directly owned 186,291 shares of Bowman common stock. This figure reflects the net effect of both stock awards and the 4,208-share tax-withholding disposition reported on the Form 4.