Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• Merger agreement signed August 10, 2026: Prive Parent and its wholly owned subsidiary would acquire all outstanding shares for $43.00 cash per share, subject to conditions. Closing expected in Q4 2026.

• The board unanimously found the transaction fair and in stockholders’ best interests, approved the agreement, and recommended votes FOR both proposals; BofA Securities opined the $43.00 price was fair financially.

• If completed, the surviving corporation becomes wholly owned by Parent; shares are delisted from Nasdaq and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Special meeting: November 4, 2026, at 9:30 a.m. ET, held virtually; October 1, 2026 is the record date, with 16,591,912 shares entitled to vote, one vote per share.

• Merger approval requires a majority of outstanding shares entitled to vote; adjournment approval requires a majority of shares present or represented by proxy and entitled to vote.

• The board recommends FOR the merger and adjournment proposals; failure to vote or abstention has the same effect as AGAINST the merger proposal.

Board of directors and corporate governance

• The board cited the $43.00 all-cash offer’s premiums—58% to the August 7 closing price and 57%, 48%, and 44% to 30-, 60-, and 90-day VWAPs—and considered it the highest price reasonably obtainable.

• The agreement allowed a go-shop through September 13, 2026; 58 financial sponsors and 18 strategic parties were contacted, but none submitted an acquisition proposal or indication of interest.

• Board may change its recommendation or terminate for a superior proposal under specified conditions, including notice and negotiation periods; ordinary solicitation is restricted after the go-shop.