BWMN

EX-2.1

2 d69901dex21.htm

EX-2.1

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF

MERGER

by and among

PRIVE PARENT, INC.,

PRIVE MERGER SUB, INC.

and

BOWMAN CONSULTING

GROUP LTD.

Dated as of August 10, 2026

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS & INTERPRETATIONS

2

1.1

Certain Definitions

2

1.2

Additional Definitions

15

1.3

Certain Interpretations

17

ARTICLE II THE MERGER

19

2.1

The Merger

19

2.2

The Effective Time

20

2.3

The Closing

20

2.4

Effect of the Merger

20

2.5

Certificate of Incorporation and Bylaws

20

2.6

Directors and Officers

21

2.7

Effect of Merger on Company Common Stock

21

2.8

Company Equity Awards and Company ESPP

23

2.9

Exchange of Certificates and Book-Entry Shares

24

2.10

No Further Ownership Rights in Company Common Stock

27

2.11

Lost, Stolen or Destroyed Certificates

27

2.12

Required Withholding

28

2.13

No Dividends or Distributions

28

2.14

Necessary Further Actions

28

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

28

3.1

Organization; Good Standing

29

3.2

Corporate Power; Enforceability

29

3.3

Company Board Approval; Anti-Takeover Laws

29

3.4

Requisite Stockholder Approval

30

3.5

Non-Contravention

30

3.6

Requisite Governmental Approvals

30

3.7

Company Capitalization

31

3.8

Subsidiaries

32

3.9

Company SEC Reports; Company Information

32

3.10

Company Financial Statements; Internal Controls

33

3.11

No Undisclosed Liabilities

34

3.12

Absence of Certain Changes

34

3.13

Material Contracts

34

3.14

Real Property

35

3.15

Intellectual Property

35

3.16

Data Security and Privacy

36

3.17

Tax Matters

37

3.18

Employee Plans

38

1

3.19

Labor Matters

40

3.20

Permits

41

3.21

Compliance with Laws

41

3.22

Anti-Corruption

41

3.23

Government Contracts and Bids

41

3.24

Environmental Matters

41

3.25

Legal Proceedings; Orders

42

3.26

Insurance

42

3.27

Related Person Transactions

42

3.28

Brokers

42

3.29

Fairness Opinion

42

3.30

No Other Representations or Warranties

43

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES

43

4.1

Organization; Good Standing

43

4.2

Power; Enforceability

43

4.3

Non-Contravention

44

4.4

Requisite Governmental Approvals

44

4.5

Legal Proceedings; Orders

44

4.6

Ownership of Company Securities

45

4.7

Brokers

45

4.8

Operations of the Merger Sub

45

4.9

No Parent Vote or Approval Required

45

4.10

Stockholder and Management Arrangements

45

4.11

Guarantee

46

4.12

Financing

46

4.13

Solvency

48

4.14

Parent and Merger Sub Information

49

4.15

National Security Matters

49

4.16

Exclusivity of Representations and Warranties

49

ARTICLE V INTERIM OPERATIONS OF THE COMPANY

51

5.1

Affirmative Obligations

51

5.2

Forbearance Covenants

51

5.3

Go-Shop; No Solicitation

54

ARTICLE VI ADDITIONAL COVENANTS

60

6.1

Required Action and Forbearance; Efforts

60

6.2

Filings

60

6.3

Preparation of Proxy Statement and Other Required SEC Filings

63

6.4

Company Stockholders Meeting

64

6.5

Anti-Takeover Laws

65

6.6

Access

65

6.7

Section 16(b) Exemption

67

2

6.8

Directors’ and Officers’ Exculpation, Indemnification and Insurance

67

6.9

Employee Matters

69

6.10

Obligations of Merger Sub

70

6.11

Public Statements and Disclosure

71

6.12

Transaction Litigation

71

6.13

Stock Exchange Delisting; Deregistration

72

6.14

No Control of the Other Party’s Business

72

6.15

Repaid Indebtedness; Convertible Notes

72

6.16

Financing Obligations

73

6.17

Financing Cooperation

77

6.18

FIRPTA Certificate

81

ARTICLE VII CONDITIONS TO THE MERGER

81

7.1

Conditions to Each Party’s Obligations to Effect the Merger

81

7.2

Conditions to the Obligations of the Buyer Parties

82

7.3

Conditions to the Obligations of the Company to Effect the Merger

83

ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER

83

8.1

Termination

83

8.2

Manner and Notice of Termination; Effect of Termination

85

8.3

Fees and Expenses

86

8.4

Liability of Financing Sources

89

ARTICLE IX GENERAL PROVISIONS

90

9.1

Survival of Representations, Warranties and Covenants

90

9.2

Notices

90

9.3

Amendment

91

9.4

Extension; Waiver

91

9.5

Assignment

92

9.6

Confidentiality

92

9.7

Entire Agreement

92

9.8

Third-Party Beneficiaries

93

9.9

Severability

93

9.10

Remedies

93

9.11

Governing Law

95

9.12

Consent to Jurisdiction

95

9.13

WAIVER OF JURY TRIAL

96

9.14

Company Disclosure Letter

97

9.15

Counterparts

97

9.16

No Recourse

97

Exhibits

Exhibit A

Form of Certificate of Incorporation of the Surviving Corporation

3

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 10, 2026 by and among Prive Parent, Inc., a Delaware corporation (“Parent”), Prive Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buy

EX-99.1

2 exhibit991-bwmnq12026earni.htm

EX-99.1

Document

FOR IMMEDIATE RELEASE

Bowman Reports Results for First Quarter 2026;

Guidance Raise Indicates Over 20% Revenue Growth for 2026

Reston, VA, May 5, 2026 -– Bowman Consulting Group Ltd. (NASDAQ: BWMN), a national engineering services and program management firm, today announced financial results for the first quarter ended March 31, 2026.

“Bowman is in a strong position coming out of the first quarter with record-setting backlog growth that positions us for outsized organic growth over the next couple of years,” said Gary Bowman, founder and CEO. “Additionally, we delivered double-digit increases in both net service billing and Adjusted EBITDA in the quarter. The strength of demand across our market verticals positions us to achieve continued margin expansion during 2026 and beyond. We are confident in our ability to deliver solid performance this year and have raised full-year 2026 guidance accordingly.”

First Quarter 2026 Compared to First Quarter 2025 Financial Results:

•Gross contract revenue of $126.5 million compared to $112.9 million, a 12.0% increase

•Net service billing1 of $114.2 million compared to $100.1 million, a 14.1% increase

•Organic net service billing2 growth of 6.0% compared to 5.6%

•Net loss of $(3.7) million compared to $(1.7) million

•Basic and Diluted EPS of $(0.22) compared to $(0.11) respectively

•Adjusted EBITDA1 of $16.8 million compared to $14.5 million, a 15.8% increase

•Adjusted EBITDA margin, net 1 of 14.7% compared to 14.5%

•Adjusted Basic and Diluted EPS 3 of $0.14 compared to $0.07 respectively

•Cash from Operations of $11.6 million as compared to $12.0 million

•Gross backlog of $652.7 million compared to $418.8 million, a 55.9% increase

Notable Events:

•The Company executed a $146.7 million contract modification with a U.S. government agency, bringing the total not-to-exceed value of the contract to $177.7 million. The original contract was entered into in December 2025.

•On March 3, 2026, the Company entered into a Third Amendment to the Credit Agreement and Joinder Agreement, which increased the maximum aggregate revolving commitments from $210.0 million to $250.0 million.

•During the three months ended March 31, 2026, the Company repurchased 288,098 shares of its common stock under the 2025 Stock Repurchase Authorization at an average price of $32.03 per share for a total of $9.2 million.

•On May 1, 2026, Bowman acquired Smith & Associates Land Surveying, LLC., expanding service capabilities in the Southwest region and adding $2.0 million of run-rate net service billing.

CFO Commentary

“Our achievements in the quarter position us to generate significant organic growth and meaningful margin expansion this year,” said Bruce Labovitz, CFO. “Our balance sheet strength enables us to make strategic investments aimed at expanding our breadth of services and extending client engagement beyond asset operationalization. Recent acquisitions have provided us an extensive suite of quality enhancement, productivity improvement and client engagement tools that are proving highly impactful on our ability to deliver work more timely, more efficiently and with greater impact. Our investments in infrastructure and automation are designed to ensure the durability of revenue and margins as the industry once again experiences technological inflection.”

Full Year 2026 Guidance

Bowman raised net revenue guidance for full year 2026:

Date Issued

Net Revenue

Adjusted EBITDA Margin

November 2025

$465 - $480 MM

17.0% - 17.5%

March 2026

$495 - $510 MM

17.0% - 17.5%

May 2026

$520 - $540 MM

17.2% - 17.7%

The current outlook for 2026 is based on completed acquisitions as of the date of this release and does not include contributions from future acquisitions.

Conference Call Information

Bowman will host a conference call to discuss financial results tomorrow morning, May 6, 2026, at 9:00 a.m. ET. Access to a live webcast is available through the Investor Relations section of the Company’s website at investors.bowman.com.

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is a national engineering services firm offering infrastructure engineering, technical services and project management solutions to owners and operators of the built environment. With over 2,500 employees and over 100 locations throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.

1 Non-GAAP financial metric the Company believes offers valuable perspective on results of operations (see non-GAAP tables below for reconciliations).

2 Organic net service billing growth (also a non-GAAP financ

bwmn-202603040001847590FALSE00018475902026-03-042026-03-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2026

Bowman Consulting Group Ltd. (Exact name of registrant as specified in its charter)

Delaware001-4037154-1762351 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

12355 Sunrise Valley Drive, Suite 520 Reston, Virginia 20191 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (703) 464-1000 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s) Name of Each Exchange on Which Registered

Common stock, par value $0.01 per shareBWMNNasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On March 4, 2026, Bowman Consulting Group Ltd. (“Bowman” or the “Company) issued a press release announcing its financial results for the fourth quarter ended December 31, 2025 and full year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Report. The information in this Report under this item, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this Report, including the exhibits, shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits

Exhibit No. Description

99.1Bowman Consulting Group Ltd. press release dated March 4, 2026.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOWMAN CONSULTING GROUP LTD.

Date: March 4, 2026By:/s/ Bruce Labovitz Bruce Labovitz Chief Financial Officer