Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• Announced expiration of the 35-day “go-shop” period for a definitive merger agreement with Bernhard Capital Partners, with no alternative proposals received.

• Merger terms include an all-cash acquisition at $43.00 per share, representing a 58% premium to the unaffected share price and a 57% premium to the 30-day volume-weighted average.

• Transaction values the company at approximately $1.0 billion and is expected to close in the fourth quarter of 2026, pending shareholder and regulatory approvals.

• Forward-looking statements highlight anticipated benefits, timing, and risks associated with the merger, including regulatory, financial, and operational uncertainties.

Voting matters and shareholder proposals

• The merger will be submitted to shareholders for approval at a special meeting, with proxy materials to be filed and distributed.

• Shareholders are urged to review the proxy statement and related documents in full before voting.

Board of directors and corporate governance

• The board, with its financial advisor, actively solicited alternative acquisition proposals during the go-shop period, contacting 76 parties and entering confidentiality agreements with 8.

• Upon expiration of the go-shop, customary no-shop provisions now apply, with exceptions for fiduciary duties.