Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• Announced a definitive agreement for a merger with Bernhard Capital Partners, taking the company private in an all-cash transaction at $43.00 per share.

• The transaction follows a "go-shop" period where alternative offers were solicited; the board unanimously supports the Bernhard deal.

• Closing is expected in Q4 2026, pending shareholder and regulatory approvals.

• Day-to-day operations, client commitments, and company branding remain unchanged until closing.

• Forward-looking statements highlight anticipated benefits, risks, and uncertainties related to the merger.

Voting matters and shareholder proposals

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

• The board conducted a "go-shop" process to ensure the best outcome for shareholders.

• Approval of the merger requires a shareholder vote and satisfaction of customary closing conditions.

Board of directors and corporate governance

• The board and advisors engaged with multiple parties during the go-shop period before unanimously supporting the Bernhard transaction.

• Leadership continuity is planned through 2026, with the CEO and executive team remaining in place until then.

• The CEO search post-closing will be a collaborative process involving new ownership.