Bowman Consulting Group Ltd. filed post-effective amendments to two Form S-3 registration statements on November 6, 2026, to deregister all remaining unsold securities following the completion of its merger with Prive Merger Sub, Inc.

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., according to the filing.
  • Merger Agreement dated August 10, 2026: The Agreement and Plan of Merger was entered into by Bowman, Prive Parent, Inc., and Prive Merger Sub, Inc. on August 10, 2026, the filing states.
  • Two registration statements terminated: The post-effective amendments cover Registration Statement No. 333-272019 and Registration Statement No. 333-275786, deregistering all unsold securities under each.
  • Up to $100,000,000 in securities originally registered: Each of the two registration statements had registered up to $100,000,000 of common stock, preferred stock, warrants, rights, units, or debt securities, per the filing.
  • 340,000 resale shares also deregistered: The Subsequent Registration Statement (No. 333-275786) had also registered the resale of 340,000 shares of common stock held by selling stockholders, which are now removed from registration.
  • No remaining registered securities: The filing states that "after giving effect to these Post-Effective Amendments, there will be no remaining securities registered by the Registrant pursuant to the Registration Statements."

Bowman Consulting Terminates S-3 Shelf Offerings Following Merger Closing

Bowman Consulting Group Ltd. filed two post-effective amendments on November 6, 2026, one to Form S-3 Registration Statement No. 333-272019 and one to Form S-3 Registration Statement No. 333-275786, to deregister any and all securities registered but unsold or otherwise unissued under those statements as of the filing date. The company disclosed that it classified itself as an accelerated filer and an emerging growth company at the time of filing.

According to the filing, the Initial Registration Statement (No. 333-272019) was originally filed on May 17, 2023, and registered up to $100,000,000 of common stock, preferred stock, warrants, rights, units, or debt securities. The Subsequent Registration Statement (No. 333-275786), originally filed on November 29, 2023, registered the same up-to-$100,000,000 shelf as a post-effective amendment to the Initial Registration Statement, and additionally registered the resale of 340,000 newly registered shares of common stock held by selling stockholders.

The filing discloses that on November 6, 2026, pursuant to the Agreement and Plan of Merger dated August 10, 2026, Prive Merger Sub, Inc. - a Delaware corporation and wholly-owned subsidiary of Prive Parent, Inc. - merged with and into Bowman Consulting Group Ltd., with Bowman surviving as a wholly-owned subsidiary of Parent. As a result of the Merger, the company stated it "has terminated, as of the date hereof, any and all offerings of its securities pursuant to its existing registration statements." The filing notes the full Merger Agreement is attached as Exhibit 2.1 to the company's Current Report on Form 8-K filed with the SEC on August 10, 2026. The post-effective amendments were signed by Gary Bowman, Chief Executive Officer, in Reston, Virginia.

What Was Disclosed

Bowman Consulting Group Ltd. filed post-effective amendments to two S-3 registration statements to deregister all unsold securities following a merger completed November 6, 2026, in which the company became a wholly-owned subsidiary of Prive Parent, Inc.