Bowman Consulting Group Ltd. filed a Form 8-K on October 27, 2026, disclosing stockholder litigation related to its pending merger with Prive Parent, Inc. and voluntarily supplementing its definitive proxy statement with additional financial disclosures.

Key Highlights

  • Two lawsuits filed: Complaints captioned 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) were filed in the Supreme Court of the State of New York, New York County.
  • Merger Agreement dated August 10, 2026: The agreement is by and among the Company, Prive Parent, Inc., and Prive Merger Sub, Inc., with Parent and Merger Sub affiliated with Bernhard Capital Partners.
  • Special Meeting set for November 4, 2026: A virtual special meeting of stockholders is scheduled to consider proposals related to the Merger Agreement.
  • Claims alleged: The Stockholder Actions assert claims for negligent misrepresentation, concealment, and negligence under New York common law, seeking to enjoin the Merger unless additional disclosures are made, or alternatively rescission or damages.
  • Company denies merit: According to the filing, the company "believes that the allegations contained in the Demand Letters and Stockholder Actions are without merit" and denies that supplemental disclosures are legally required.
  • Selected transaction multiples disclosed: BofA Securities reviewed 14 selected transactions; the mean and median EV / Twelve-Month Adjusted EBITDA multiples for those transactions were 13.5x and 13.5x, respectively, according to the supplemental proxy disclosure.

Bowman Consulting Voluntarily Supplements Proxy Disclosure Amid Merger Litigation

Bowman Consulting Group Ltd. (NASDAQ:BWMN) filed this Form 8-K on October 27, 2026, under Item 8.01 (Other Events), disclosing that it had received several demand letters from purported stockholders and that two complaints had been filed in New York state court in connection with its proposed merger. The merger, governed by the Merger Agreement dated August 10, 2026, would result in Merger Sub merging with and into Bowman Consulting, with the company surviving as a wholly owned subsidiary of Prive Parent, Inc., which is affiliated with Bernhard Capital Partners.

The Demand Letters and Stockholder Actions allege 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 states the company "believes that no supplemental disclosures are required under applicable laws," but that it is voluntarily making certain additional disclosures "in order to avoid the risk of the Demand Letters and the Stockholder Actions delaying the Merger and to minimize the expense of defending the Stockholder Actions, and without admitting any liability or wrongdoing." The filing further states: "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."

As part of the supplemental disclosures, the filing amends and supplements the section of the proxy statement covering the opinion of the company's financial advisor, BofA Securities. The supplemental tables list 14 selected transactions with EV / Twelve-Month Adjusted EBITDA multiples ranging from 10.4x to 16.0x, with examples including WSP Global Inc.'s acquisition of TRC Companies, LLC (announced December 2025) at 15.9x and Acuren Corporation's acquisition of NV5 Global, Inc. (announced May 2025) at 11.6x. According to the filing, the mean and median multiples from those selected transactions were each 13.5x.

What Was Disclosed

Bowman Consulting disclosed two stockholder lawsuits and several demand letters tied to its pending merger with Prive Parent, Inc., and voluntarily supplemented its proxy statement with additional financial advisor data, including transaction multiple details, while denying any legal obligation to do so.