Bowman Consulting Group Ltd. filed a Current Report and Definitive Additional Materials on October 27, 2026, disclosing stockholder litigation related to its pending merger with an affiliate of Bernhard Capital Partners and providing supplemental disclosures to its proxy statement.

Key Highlights

  • Merger Agreement: Bowman Consulting Group Ltd. entered into an Agreement and Plan of Merger dated August 10, 2026 with Prive Parent, Inc. and Prive Merger Sub, Inc., both affiliated with Bernhard Capital Partners.
  • Special Meeting scheduled: A virtual special meeting of stockholders is set for November 4, 2026 to consider proposals related to the Merger Agreement.
  • Two lawsuits filed: As of October 27, 2026, two complaints have been filed in the Supreme Court of the State of New York, New York County: Smith v. Bowman Consulting Group Ltd., et al. (filed October 14, 2026) and Scott v. Bowman Consulting Group Ltd., et al. (filed October 15, 2026).
  • Claims asserted: The Stockholder Actions assert claims for negligent misrepresentation and concealment and for negligence under New York common law, seeking to enjoin the Merger or, alternatively, rescission or damages.
  • Company position: The company stated it "believes that the allegations contained in the Demand Letters and Stockholder Actions are without merit" and denied that any additional disclosure was legally required.
  • Voluntary supplemental disclosures: Without admitting liability or wrongdoing, the company voluntarily supplemented the proxy statement, including adding a table of 14 selected comparable transactions with EV/Twelve-Month Adjusted EBITDA multiples ranging from 10.4x to 16.0x.

Bowman Consulting's Merger Litigation and Proxy Supplement Details

According to the filing, Bowman Consulting Group Ltd. (NASDAQ:BWMN) disclosed that it has received several demand letters from purported stockholders alleging that the preliminary proxy statement filed September 25, 2026 or the Definitive Proxy Statement filed October 5, 2026 "contained materially misleading and incomplete statements about the Merger." The filing names the company and each member of its board of directors as defendants in both lawsuits, with plaintiffs seeking to enjoin the Merger unless additional disclosures are made, and alternatively seeking rescission or damages along with attorneys' and experts' fees and costs.

The company disclosed that, while it believes no supplemental disclosures are required under applicable laws, it is "voluntarily making certain disclosures below that supplement those contained in the Definitive Proxy Statement" in order to avoid the risk of the Stockholder Actions delaying the Merger and to minimize defense costs. The filing states explicitly: "Nothing in this Current Report shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein." The company also noted that additional demand letters or complaints may be received or filed, and that it does not intend to announce each additional, similar demand letter or complaint.

Among the supplemental disclosures, the filing adds detail to the financial advisor opinion section of the proxy, including a table of 14 selected transactions reviewed by BofA Securities. Transactions listed include, among others, WSP Global Inc.'s acquisition of John Wood Group PLC's Built Environment Division (EV/Twelve-Month Adjusted EBITDA of 16.0x, June 2022), Acuren Corporation's acquisition of NV5 Global, Inc. (11.6x, May 2025), and WSP Global Inc.'s acquisition of Ricardo plc (10.4x, June 2025), as reported in the filing.

What Was Disclosed

Bowman Consulting Group Ltd. reported two pending merger-related lawsuits and several stockholder demand letters as of October 27, 2026, and voluntarily supplemented its proxy statement with additional transaction comparison data, while denying all allegations and any admission of wrongdoing.