Bowman Consulting Group Ltd. filed post-effective amendments to two Form S-3 registration statements on November 6, 2026, deregistering all remaining unsold securities following the completion of a merger that made the company a wholly-owned subsidiary of Prive Parent, Inc.

Key Highlights

  • Two registrations terminated: Post-Effective Amendment No. 2 to Registration No. 333-272019 and Post-Effective Amendment No. 1 to Registration No. 333-275786 were both filed on November 6, 2026.
  • Merger completed: On November 6, 2026, Prive Merger Sub, Inc. merged with and into Bowman Consulting Group Ltd., with the registrant surviving as a wholly-owned subsidiary of Prive Parent, Inc.
  • Merger agreement dated August 10, 2026: The Agreement and Plan of Merger was originally entered into among the registrant, Prive Parent, Inc., and Prive Merger Sub, Inc. on that date.
  • Up to $100,000,000 in securities deregistered: Each of the two registration statements had covered up to $100,000,000 of common stock, preferred stock, warrants, rights, units, or debt securities.
  • 340,000 resale shares removed: The Subsequent Registration Statement (No. 333-275786) had also registered 340,000 shares of common stock held by selling stockholders, which are now deregistered.
  • Accelerated filer and emerging growth company: The filing identifies Bowman Consulting Group Ltd. as an accelerated filer and an emerging growth company under Rule 12b-2 of the Exchange Act.

Bowman Consulting's S-3 Deregistration Following Completion of the Prive Merger

Bowman Consulting Group Ltd., a Delaware-incorporated engineering and consulting services firm headquartered at 12355 Sunrise Valley Drive, Suite 520, Reston, Virginia, filed these post-effective amendments to terminate the effectiveness of two previously active Form S-3 registration statements. According to the filing, the action was taken in direct consequence of the merger completed on November 6, 2026, under which Prive Merger Sub, Inc. merged with and into the registrant, leaving Bowman Consulting Group Ltd. as a surviving wholly-owned subsidiary of Prive Parent, Inc.

The first registration statement (No. 333-272019) was originally filed on May 17, 2023, and covered up to $100,000,000 in common stock, preferred stock, warrants, rights, units, or debt securities. An amendment to that statement was filed on November 17, 2023, and subsequently withdrawn on November 29, 2023, the filing disclosed. The second registration statement (No. 333-275786) was filed on November 29, 2023, and covered both the same $100,000,000 shelf capacity carried over from the initial statement and a separate resale registration of 340,000 newly registered shares of common stock held by selling stockholders.

The filing states that as a result of the merger, the registrant "has terminated, as of the date hereof, any and all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended." The post-effective amendments fulfill an undertaking made in the original registration statements to remove any unsold securities by amendment upon termination of the offerings. The filing notes that the full description of the merger and merger agreement "does not purport to be complete" and directs readers to Exhibit 2.1 of the registrant's Form 8-K filed with the SEC on August 10, 2026. The amendments were signed by Chief Executive Officer Gary Bowman.

What Was Disclosed

Bowman Consulting Group Ltd. filed post-effective amendments on November 6, 2026, to deregister all unsold securities under two Form S-3 registration statements, citing the completion of its merger with Prive Merger Sub, Inc. and its resulting status as a wholly-owned subsidiary of Prive Parent, Inc.