Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
+4.05%
$44.22
100% positive prob.
5-Day Prediction
+9.22%
$46.42
100% positive prob.
20-Day Prediction
+7.32%
$45.61
95% positive prob.
| Quarter | Signal | 1D Return | 5D Return | 20D Return | Confidence | Actual 5D |
|---|---|---|---|---|---|---|
| Q2 2026 | BUY | +4.05% | +9.22% | +7.32% | 99.8% | Pending |
| Q1 2026 | SELL | -4.57% | -9.02% | -3.96% | 100.0% | -1.88% |
| Q4 2025 | BUY | +4.05% | +9.23% | +7.33% | 100.0% | Pending |
SEC 8-K filings with transcript text
Aug 10, 2026 · 100% conf.
1D
+4.05%
$44.22
Act: -0.31%
5D
+9.22%
$46.42
20D
+7.32%
$45.61
2 d69901dex21.htm
Exhibit 2.1
by and among
and
Dated as of August 10, 2026
Page
2
1.1
Certain Definitions
2
1.2
Additional Definitions
15
1.3
Certain Interpretations
17
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
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
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
51
5.1
Affirmative Obligations
51
5.2
Forbearance Covenants
51
5.3
Go-Shop; No Solicitation
54
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
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
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
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
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
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
May 5, 2026 · 100% conf.
1D
-4.57%
$32.45
Act: +5.29%
5D
-9.02%
$30.93
Act: -1.88%
20D
-3.96%
$32.65
Act: -6.65%
2 exhibit991-bwmnq12026earni.htm
Document
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
17.0% - 17.5%
March 2026
17.0% - 17.5%
May 2026
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
Mar 4, 2026 · 100% conf.
1D
+4.05%
$34.23
Act: -11.96%
5D
+9.23%
$35.94
20D
+7.33%
$35.31
bwmn-202603040001847590FALSE00018475902026-03-042026-03-04
Washington, D.C. 20549
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)
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.
Date: March 4, 2026By:/s/ Bruce Labovitz Bruce Labovitz Chief Financial Officer
This page provides Bowman Consulting Group Ltd. (BWMN) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on BWMN's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.