Bowman Consulting Group Ltd. filed a current report on August 10, 2026, disclosing that it entered into an Agreement and Plan of Merger with Prive Parent, Inc. and Prive Merger Sub, Inc., entities affiliated with Bernhard Capital Partners, under which each share of Bowman common stock would be converted into the right to receive $43.00 in cash.

Key Highlights

  • Merger price: Each share of Bowman Consulting common stock will be converted into the right to receive $43.00 in cash, without interest, at the effective time of the merger.
  • Buyer affiliation: Prive Parent, Inc. and Prive Merger Sub, Inc. are affiliated with Bernhard Capital Partners, according to the filing.
  • Unanimous board support: The Bowman Consulting board of directors unanimously determined that the merger terms are fair to and in the best interests of the company and its stockholders, and recommended stockholder adoption of the Merger Agreement.
  • Equity award treatment: Restricted stock awards outstanding as of the effective time will become fully vested and be cancelled, converting into the right to receive cash equal to $43.00 multiplied by the number of shares subject to each award, except for awards granted after July 4, 2026, which remain subject to original vesting terms.
  • PRSU treatment: Each performance-based restricted stock unit will be deemed achieved at 100% performance, cancelled, and converted into the right to receive $43.00 per underlying share in cash.
  • Go-shop period: The Merger Agreement includes a go-shop provision running from the signing date until 5:00 p.m. Eastern time on September 13, 2026.
  • Delisting expected: If the merger is consummated, Bowman common stock will be delisted from The Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934.

Bowman Consulting Merger Agreement: Key Terms and Conditions

According to the filing, Bowman Consulting Group Ltd. (Nasdaq: BWMN) entered into the Merger Agreement on August 10, 2026, with Prive Merger Sub, Inc. set to merge with and into the company, leaving Bowman as the surviving corporation. The Buyer Parties are affiliated with Bernhard Capital Partners. At the effective time, each share of common stock outstanding immediately prior to closing - other than treasury shares, shares held by the Buyer Parties or their subsidiaries, and shares held by stockholders who properly exercise appraisal rights under Section 262 of the Delaware General Corporation Law - will automatically be converted into the right to receive $43.00 in cash per share, without interest.

The filing notes that closing of the merger is subject to several conditions: approval by holders of a majority of outstanding shares entitled to vote, expiration or termination of any applicable Hart-Scott-Rodino Antitrust Improvements Act waiting period, the absence of any governmental order prohibiting the merger, accuracy of representations and warranties subject to specified materiality qualifications, and each party's performance of its pre-closing obligations in all material respects. Each party must also deliver a certificate certifying compliance with the representation, warranty, and performance conditions.

With respect to equity awards, restricted stock awards granted on or before July 4, 2026 will become fully vested immediately prior to the effective time and be cancelled for a lump sum cash payment. Awards granted after July 4, 2026, described in the filing as "Crystallized Company Restricted Stock Awards," will not vest on an accelerated basis and will remain subject to their original vesting terms, with cash amounts paid on the next regular payroll date following the applicable vesting dates. Performance-based restricted stock units will vest at 100% of target and be cancelled for a cash payment equal to the $43.00 per share price.

What Was Disclosed

Bowman Consulting Group Ltd. disclosed entry into a merger agreement providing for an all-cash acquisition at $43.00 per share by entities affiliated with Bernhard Capital Partners, with the board unanimously recommending stockholder approval and a go-shop period running through September 13, 2026.