Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• Board concluded the transaction with Bernhard Capital Partners is the most compelling option after a go-shop period engaging multiple interested parties.

• The transaction is expected to close in the fourth quarter of 2026, pending shareholder and regulatory approvals.

• Forward-looking statements highlight anticipated benefits, strategies, and potential impacts of the merger, subject to various risks and uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed merger at a special meeting, with proxy materials to be filed and distributed.

• Shareholder approval is a key condition for the merger to proceed.

Board of directors and corporate governance

• The board unanimously supports the merger with Bernhard after evaluating alternatives during the go-shop period.

• Directors, executive officers, and certain employees may be deemed participants in the proxy solicitation.