Bowman Consulting Group Ltd. has entered into a definitive agreement to be acquired by Bernhard Capital Partners in an all-cash transaction valued at approximately $1.0 billion. Under the terms of the deal, shareholders will receive $43.00 per share, representing a 58% premium over Bowman’s unaffected closing price of $27.23 on August 7, 2026, and a 57% premium over its 30-day volume-weighted average price. Upon completion, Bowman will delist from the Nasdaq Exchange and become a privately held entity, marking the end of its public listing since 2021.

The acquisition was unanimously approved by Bowman’s Board of Directors, with certain holders representing approximately 15.3% of current voting power having entered into voting agreements to support the transaction. The deal is expected to close in the fourth quarter of calendar year 2026 or the first quarter of calendar year 2027, subject to shareholder approval, regulatory clearances, and other customary closing conditions. BofA Securities served as exclusive financial advisor and Latham & Watkins LLP as legal counsel to Bowman, while Kirkland & Ellis represented Bernhard Capital Partners.

Transaction Structure and Go-Shop Period

The definitive merger agreement includes a 35-day "go-shop" period, during which Bowman and its advisors may actively solicit, consider, and negotiate alternative acquisition proposals from third parties. This period concludes at 5:00 p.m. Eastern Time on September 13, 2026. Bowman retains the right to terminate the merger agreement to pursue a superior proposal if one emerges during this window or from parties approached during the go-shop period, provided specific terms and conditions are met. There is no assurance that the go-shop process will result in a superior proposal as defined in the agreement.

Strategic Rationale

Gary Bowman, Founder and Chief Executive Officer of Bowman Consulting Group, stated that the transaction delivers premium cash value to shareholders while positioning the firm for continued growth under Bernhard’s ownership. He cited Bernhard’s deep experience in infrastructure markets and its alignment with Bowman’s acquisition-enabled growth strategy as key factors in the decision. Mark Spender, Partner and Chief Investment Officer at Bernhard, highlighted Bowman’s technical expertise and scale in critical infrastructure markets as drivers for the investment, noting the firm’s alignment with Bernhard’s thematic strategy in regulated sectors with durable demand.

What the Numbers Show

The significant premium offered by Bernhard reflects the strategic value placed on Bowman’s national platform and its position within the essential infrastructure services sector. With Bernhard managing more than $6 billion in assets under management, the acquisition underscores a broader trend of private equity firms targeting specialized engineering and program management firms to capitalize on generationally strong investment flows into utility, industrial, and infrastructure markets. The all-cash structure provides immediate liquidity to public shareholders, removing exposure to future market volatility while transferring operational risk and growth potential to Bernhard’s long-term partnership model.

In a separate announcement, Bowman disclosed its financial results for the second quarter of 2026. Due to the transaction announcement, the previously scheduled earnings call on August 11, 2026, has been canceled. Bowman intends to file a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (SEC) regarding the merger, urging stockholders to review the document before making voting decisions.

Bowman Consulting Group Ltd. has secured $11.2 million in new aerial acquisition awards under the U.S. Department of Agriculture’s (USDA) Production Imagery for the National Environment (PINE) Blanket Purchase Agreement. The awards cover aerial data acquisition and processing for approximately 8.3 million acres of National Resources Inventory (NRI) sites and 3.8 million Stewardship Lands (SL) easement acres across 38 states. The expanded scope more than doubles Bowman’s prior-cycle contract value and coverage area, supported by expanded fleet capacity and advanced sensor technology.

The three awards span the NRI, National Agriculture Imagery Program (NAIP) and Stewardship Lands Inventory (SLI) programs. The assignments include full statewide imagery collection for eight NAIP states. All work under these awards is expected to be completed in 2026. Bowman is approved to participate in all five aerial imagery programs included within the USDA’s PINE contract vehicle, a competitive distinction held by a limited number of contractors serving the federal geospatial market.

Award Details

The awards reinforce Bowman’s ability to convert organic investments in fleet capacity and sensor technology into larger federal geospatial assignments. The NRI and NAIP programs primarily focus on site-based imagery acquisition, while the SLI program supports conservation easement monitoring and broader land stewardship initiatives.

Gary Bowman, founder and CEO of Bowman, stated that the size and scope of these awards validate the investments made in fleet capacity, sensor technology and program execution. He emphasized that Bowman is positioned to execute larger programs more efficiently and at broader scale. With capture precision of as little as five millimeters, the company aims to support growing demand for high-resolution geolocated data.

Under the PINE contract vehicle, the USDA aims to standardize and procure high-resolution, aerial imagery and geospatial data that support the initiatives of its five programs. Bowman Consulting Group Ltd. is headquartered in Reston, Virginia, and trades on the Nasdaq under the symbol BWMN.