Bowman Consulting Group Ltd. filed Post-Effective Amendment No. 1 to two Form S-8 registration statements on November 6, 2026, removing from registration all unsold shares previously registered under its 2021 Omnibus Equity Incentive Plan and 2021 Employee Stock Purchase Plan following the completion of a merger.

Key Highlights

  • Merger completed: On November 6, 2026, Prive Merger Sub, Inc. merged with and into Bowman Consulting Group Ltd., with Bowman surviving as a wholly owned subsidiary of Prive Parent, Inc.
  • Merger agreement date: The Agreement and Plan of Merger was dated August 10, 2026, among Bowman, Prive Parent, Inc., and Prive Merger Sub, Inc.
  • Original registrations affected: Registration Statement No. 333-256001 (filed May 11, 2021) covered 2,876,250 shares under the Equity Incentive Plan and 413,000 shares under the Employee Stock Purchase Plan.
  • Additional securities registration: Registration Statement No. 333-272022 (filed May 17, 2023) covered 1,252,307 additional shares under the Equity Incentive Plan and 658,644 additional shares under the Employee Stock Purchase Plan.
  • All offerings terminated: According to the filing, the registrant terminated any and all offerings of its securities under its existing registration statements as of November 6, 2026.
  • Filer status: The registrant checked the boxes for accelerated filer and emerging growth company on the amendment.

Bowman Consulting Closes Out Equity Plan Registrations Following Prive Merger

Bowman Consulting Group Ltd., a Delaware corporation headquartered at 12355 Sunrise Valley Drive, Suite 520, Reston, Virginia, filed these Post-Effective Amendments to deregister all remaining unsold securities under two previously active Form S-8 registration statements. The action follows the completion of the merger on November 6, 2026, in which Prive Merger Sub, Inc. merged with and into Bowman, leaving Bowman as a wholly owned subsidiary of Prive Parent, Inc.

According to the filing, the original Registration Statement No. 333-256001, filed on May 11, 2021, had registered 2,876,250 shares of common stock (par value $0.01 per share) for issuance under the Bowman Consulting Group Ltd. 2021 Omnibus Equity Incentive Plan, along with 413,000 shares under the Bowman Consulting Group Ltd. 2021 Employee Stock Purchase Plan. A subsequent registration, No. 333-272022, filed May 17, 2023 under General Instruction E to Form S-8, added 1,252,307 shares under the Equity Incentive Plan and 658,644 shares under the Employee Stock Purchase Plan.

The filing states that, in accordance with an undertaking made in the original registration statements to remove unissued shares by post-effective amendment upon termination of offerings, the registrant is hereby removing from registration all securities registered but unsold under those statements as of the filing date. The Post-Effective Amendments were signed by Gary Bowman, Chief Executive Officer, in Reston, Virginia on November 6, 2026. Elizabeth Abdoo, Chief Legal Officer, is listed as agent for service.

What Was Disclosed

Bowman Consulting Group Ltd. filed Post-Effective Amendments to two S-8 registration statements to deregister all remaining unsold shares under its equity incentive and employee stock purchase plans, following the November 6, 2026 completion of its merger with Prive Merger Sub, Inc. and its becoming a wholly owned subsidiary of Prive Parent, Inc.