Bowman Consulting Group (BWMN) Proxy filing summary

Executive summary

• Announced a definitive agreement to be acquired by Bernhard Capital Partners in an all-cash transaction valued at $43.00 per share, totaling approximately $1 billion, representing a significant premium over the recent stock price.

• The transaction is expected to close in the fourth quarter of 2026 or the first quarter of 2027, subject to customary closing conditions and a go-shop period.

• The go-shop provision allows the Board to solicit and negotiate alternative acquisition proposals from third parties before the shareholder vote.

• The announcement emphasizes continuity in daily operations until the transaction closes, with ongoing communication to employees and stakeholders.

• Forward-looking statements highlight anticipated synergies, growth opportunities, and potential risks associated with the merger.

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 encouraged to review the proxy statement and related documents in full before voting.

Board of directors and corporate governance

• The Board has a fiduciary duty to evaluate all value-enhancing opportunities and is actively involved in the go-shop process.

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