Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• Entered into a definitive agreement for an all-cash acquisition at $43.00 per share, valuing the company at approximately $1.0 billion, representing a 58% premium to the unaffected share price.

• The transaction was unanimously approved by the board and is expected to close in Q4 2026 or Q1 2027, subject to shareholder and regulatory approvals.

• A 35-day go-shop period allows the company to solicit alternative proposals, with certain shareholders representing 15.3% of voting power entering support agreements.

• Upon completion, shares will be delisted from Nasdaq and the company will become privately held.

Voting matters and shareholder proposals

• Shareholders will vote on the merger at a special meeting; the board recommends approval.

• The go-shop period enables solicitation of superior proposals until September 13, 2026.

• Termination fees are set at $26.86 million, reduced to $13.43 million for certain superior proposals from excluded parties.

Board of directors and corporate governance

• The board unanimously approved the merger and recommends shareholder approval.

• Support agreements were signed by the CEO and CFO, restricting transfer and requiring votes in favor of the merger.