Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• Announced a definitive agreement for acquisition by Bernhard Capital Partners, transitioning from public to private ownership with an all-cash transaction at $43.00 per share.

• Transaction aims to leverage Bernhard's infrastructure expertise and maintain Bowman's culture, team, and strategic direction.

• Expected closing in Q4 2026 or Q1 2027, subject to shareholder and regulatory approvals and customary closing conditions.

• Day-to-day operations, client commitments, and employee roles remain unchanged until closing; communication channels established for ongoing updates.

Voting matters and shareholder proposals

• Shareholders will vote on the merger at a special meeting; proxy materials will be distributed after SEC review.

• A 35-day go-shop period allows the Board to solicit alternative acquisition proposals until September 13, 2026.

• Board and executive management will handle all go-shop activities to maximize shareholder value.

Board of directors and corporate governance

• Board and executive management team are responsible for evaluating acquisition proposals and overseeing the transaction process.

• Leadership continuity is planned through 2026, with CEO transition to be determined collaboratively post-closing.