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Bowman Consulting CEO shares canceled for $43 each

Each eligible common share was canceled for the right to receive $43.00 in cash, without interest and subject to applicable tax withholding.

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Form Type
4

Rhea-AI Filing Summary

Bowman Consulting Group Ltd. CEO Gary Bowman reported acquiring 161,537 shares on November 6, 2026, when his performance-based restricted stock units vested without regard to performance levels. He also reported dispositions of 942,485 direct shares tied to restricted stock awards. A further 1,272,838 shares held by Bowman Family Asset Management, LLC, which he manages and over which he shares voting and dispositive power, were disposed. Under the merger terms, the shares covered by these transactions were canceled for the right to receive $43.00 in cash per share, without interest and subject to applicable tax withholding.

Insider Bowman Gary
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 161,537 -- --
Disposition Common Stock F1, F2, F3 942,485 -- --
Disposition Common Stock F1, F4 1,272,838 -- --
Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, Family LLC)
Holdings Before and After: Common Stock, 780,948 to 0 shares (Direct); Common Stock, 1,272,838 to 0 shares (Indirect, Family LLC)
Footnotes (4)
  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 [_], 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.
  4. F4. Refers to Shares held by Bowman Family Asset Management, LLC, an estate planning vehicle established to manage the investments of Mr. Bowman and his family, of which Mr. Bowman is the manager. The Reporting Person has shared voting and dispositive power over the 1,272,838 Shares held by Bowman Family Asset Management, LLC.
Shares acquired through vested PRSUs 161,537 shares November 6, 2026
Direct shares disposed 942,485 shares Shares tied to restricted stock awards; November 6, 2026
Shares held by Bowman Family Asset Management, LLC disposed 1,272,838 shares November 6, 2026
Merger consideration $43.00 per share Cash, without interest and subject to applicable tax withholding
Bowman Family Asset Management, LLC shares following transaction 0 shares Reported post-transaction holding
performance-based restricted stock unit financial
"each outstanding 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.
PRSU financial
"each, a PRSU"
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 BWMN shares did Gary Bowman report acquiring or disposing of?

Gary Bowman reported acquiring 161,537 shares as performance-based restricted stock units vested, disposing of 942,485 direct shares tied to restricted stock awards, and disposing of 1,272,838 shares held by Bowman Family Asset Management, LLC.

What did BWMN's merger terms provide for each share?

Each eligible share was canceled and converted into the right to receive $43.00 in cash, without interest and subject to applicable tax withholding. The merger terms excluded certain shares from this treatment.

How many shares did Bowman Family Asset Management, LLC hold after the reported transaction?

The reported post-transaction holding for Bowman Family Asset Management, LLC was 0 shares.

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

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SEC Form 4
FORM 4UNITED 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*
Bowman Gary

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock11/06/2026A161,537A(1)(2)942,485D
Common Stock11/06/2026D942,485D(1)(2)(3)0D
Common Stock11/06/2026D1,272,838D(1)(4)0IFamily LLC(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 [_], 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.
4. Refers to Shares held by Bowman Family Asset Management, LLC, an estate planning vehicle established to manage the investments of Mr. Bowman and his family, of which Mr. Bowman is the manager. The Reporting Person has shared voting and dispositive power over the 1,272,838 Shares held by Bowman Family Asset Management, LLC.
/s/ Gary Bowman by Robert Hickey with Power of Attorney11/06/2026
** Signature of Reporting PersonDate
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)

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