Bowman Consulting Group Ltd

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger dated August 10, 2026, among Bowman Consulting Group Ltd., Prive Parent, Inc. and Prive Merger Sub, Inc., under which Merger Sub will merge with and into Bowman and holders of eligible Bowman common stock will receive $43.00 per share in cash.

   More detail

   The Merger Proposal asks stockholders to adopt the Agreement and Plan of Merger entered into on August 10, 2026 by Bowman Consulting Group Ltd., Prive Parent, Inc. and Prive Merger Sub, Inc. If approved and completed, Merger Sub will merge into Bowman, Bowman will survive as a wholly owned subsidiary of Parent, and Bowman’s Nasdaq-listed common stock will be delisted and deregistered. Eligible holders would receive $43.00 in cash per share, without interest and subject to applicable tax withholding, while treasury shares and buyer-owned shares would be cancelled without consideration. Shares held by properly dissenting holders would instead be eligible for appraisal rights under Section 262 of the Delaware General Corporation Law. The transaction also provides for cash treatment of outstanding equity awards, with specified vesting and payment rules, and termination of or suspension of the Company’s employee stock purchase plan. Approval requires the affirmative vote of a majority of the outstanding shares entitled to vote, making abstentions, failures to vote and broker non-votes effectively adverse to approval. The Board is seeking approval because it believes the all-cash consideration provides certainty and a substantial premium, and because it received a fairness opinion from BofA Securities stating that the $43.00 consideration is fair from a financial point of view to eligible stockholders. The Board also cited extensive negotiations, the absence of a financing condition, committed debt and equity financing, appraisal rights, and the opportunity for a go-shop process as factors supporting the transaction. The Board unanimously recommends that stockholders vote FOR the Merger Proposal.

2. 2

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the special meeting to a later date if necessary to solicit additional votes to approve the Merger Proposal.

   More detail

   The Adjournment Proposal asks stockholders to authorize the Company to adjourn the special meeting to a later date if additional votes are needed to approve the Merger Proposal. It is a procedural measure rather than an approval of the Merger itself. If approved, the Board could use the adjournment to solicit additional proxies or otherwise seek the votes required for the Merger Proposal. The Company may also adjourn or postpone the meeting in specified circumstances under the Merger Agreement and applicable law, subject to stated limits. Approval requires the affirmative vote of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter. Abstentions count toward the quorum and have the effect of votes against this proposal. A failure to vote or broker non-vote generally has no effect on the Adjournment Proposal. The proposal is relevant because the Merger Proposal requires approval by a majority of all outstanding shares, not merely a majority of shares represented at the meeting. The Board unanimously recommends a vote FOR because adjournment could provide additional time to obtain sufficient support for the Merger Proposal. Approval of the Adjournment Proposal is not itself a condition to closing the Merger.

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When is the Bowman Consulting Group Ltd 2026 special meeting?

Bowman Consulting Group Ltd (BWMN) holds its 2026 special shareholder meeting on Wednesday, November 4, 2026.

What is the record date for the Bowman Consulting Group Ltd 2026 meeting?

The record date for the Bowman Consulting Group Ltd 2026 meeting is Thursday, October 1, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Bowman Consulting Group Ltd 2026 meeting?

Shareholders will vote on 2 proposals at the Bowman Consulting Group Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.