Key Highlights

  • Bowman Consulting Group has agreed to be acquired by Bernhard Capital Partners for $43.00 per share in cash, in an all-cash transaction valued at approximately $1 billion.
  • The purchase price represents a 58% premium to Bowman's closing share price of $27.23 on August 7, 2026, and a 57% premium to its 30-day volume-weighted average price.
  • The Merger agreement includes a 35-day go-shop period allowing Bowman to solicit alternative Acquisition proposals through September 13, 2026.
  • The transaction, unanimously approved by Bowman's board, is expected to close in the fourth quarter of 2026 or first quarter of 2027, subject to Shareholder and regulatory approval.

Bowman to Be Acquired in $1 Billion All-Cash Deal

Bowman Consulting Group ( Nasdaq :BWMN), a national engineering services and program management firm, has entered into a definitive agreement to be acquired by Bernhard Capital Partners, an infrastructure and services-focused Private Equity firm, for $43.00 per share in cash. The transaction represents an Enterprise value of approximately $1 billion and a premium of approximately 58% to Bowman's unaffected closing share price of $27.23 on August 7, 2026, as well as a 57% premium to the company's 30-day volume-weighted average share price. Upon completion, Bowman will become a privately held company and its stock will no longer trade on the Nasdaq exchange. Certain holders of approximately 15.3% of Bowman's current voting power have entered into voting agreements to support the transaction.

Leadership Cites Growth Platform and Long-Term Partnership

Bowman Founder and Chief Executive Officer Gary Bowman said the company has significantly expanded its capabilities and built a national platform since going public in 2021, adding that the transaction delivers premium cash value to shareholders while positioning the company for continued growth.

"Bernhard is a deeply experienced investor who understands our markets, our clients, our acquisition-enabled growth strategy, and respects the entrepreneurial culture that drives our success," Bowman said.

Bernhard Capital Partner and Chief Investment Officer Mark Spender said Bowman's technical expertise, execution track record, and scale across critical infrastructure markets align well with Bernhard's areas of focus.

"As generationally strong investment continues across infrastructure, Utility , and industrial markets, we believe Bowman is ideally positioned to Capitalize on these trends," Spender said.

Go-Shop Period and Deal Terms

Under the merger agreement, Bowman and its advisors are permitted to actively solicit alternative acquisition proposals during a 35-day go-shop period concluding September 13, 2026. Bowman may continue negotiating with third parties who submit a proposal the board determines constitutes or is reasonably likely to lead to a superior offer, and retains the right to terminate the agreement to pursue such a proposal under specified conditions. The transaction was unanimously approved by Bowman's Board of Directors and is expected to close in the fourth quarter of 2026 or the first quarter of 2027, subject to shareholder approval, regulatory clearance and other customary closing conditions. BofA Securities is serving as exclusive Financial Advisor and Latham & Watkins LLP as legal counsel to Bowman, while Kirkland & Ellis is serving as legal counsel to Bernhard Capital Partners.

Deal Announced Alongside Second-Quarter Results

Bowman separately reported its second-quarter 2026 financial results the same day, citing double-digit growth in net Revenue , organic growth, and adjusted EBITDA Margin , along with a rising project Backlog . In light of the transaction announcement, the company's previously scheduled Earnings Call for August 11, 2026, has been canceled. Bowman is headquartered in Reston, Virginia, and employs more than 2,500 people across 100 offices nationwide, providing planning, engineering, geospatial, construction management, environmental consulting and related technical services. Bernhard Capital Partners manages more than $6 billion in Assets and focuses on building infrastructure services platforms across essential sectors.