Gary Bowman, Chief Executive Officer, Director, and 10% Owner of Bowman Consulting Group Ltd., filed a Form 4 on November 6, 2026, reporting the cancellation of all directly and indirectly held common stock in connection with the company's merger with Prive Merger Sub, Inc.

Key Highlights

  • Merger completed: Merger Sub merged with and into Bowman Consulting Group Ltd. on November 6, 2026, pursuant to a Merger Agreement dated August 10, 2026, with the company surviving as the surviving corporation.
  • Merger Consideration: Each share of common stock (par value $0.01) was canceled and converted into the right to receive $43.00 in cash, without interest and subject to applicable tax withholding.
  • Direct holdings reduced to zero: Bowman acquired 161,537 shares upon vesting of PRSUs immediately prior to the Effective Time, reaching 942,485 shares directly held, which were then disposed of, leaving 0 direct shares.
  • Indirect holdings reduced to zero: 1,272,838 shares held indirectly through Bowman Family Asset Management, LLC were disposed of, leaving 0 indirect shares.
  • PRSUs and RSAs fully vested: All outstanding performance-based restricted stock units and restricted stock awards granted to Bowman became fully vested immediately prior to the Effective Time and were canceled for the Merger Consideration.
  • Signing authority: The form was signed by Robert Hickey on behalf of Gary Bowman pursuant to a Power of Attorney.

Bowman Consulting Merger Cancels All CEO Equity on November 6, 2026

According to the filing, the transactions reported stem from the closing of the merger between Bowman Consulting Group Ltd. (NASDAQ:BWMN) and Prive Merger Sub, Inc., a wholly owned subsidiary of Prive Parent, Inc. The Merger Agreement was dated August 10, 2026. At the Effective Time of the merger, each outstanding share of company common stock, other than certain excluded shares, was automatically canceled and converted into the right to receive $43.00 in cash, without interest and subject to any applicable tax withholding, as described in the filing.

The filing reports three transactions on November 6, 2026. First, Bowman acquired 161,537 shares coded "A" through the vesting of performance-based restricted stock units immediately prior to the Effective Time, bringing his direct holdings to 942,485 shares. Those 942,485 directly held shares were then disposed of under transaction code "D," reducing direct beneficial ownership to 0. The filing states that each outstanding PRSU "became fully vested with respect to that number of Shares awarded and not the achievement of performance levels" before being canceled for the Merger Consideration. Restricted stock awards similarly became fully vested and free of restrictions immediately prior to the Effective Time, then were canceled and converted into the right to receive $43.00 per share in cash.

In addition, 1,272,838 shares held indirectly through Bowman Family Asset Management, LLC - described in the filing as "an estate planning vehicle established to manage the investments of Mr. Bowman and his family, of which Mr. Bowman is the manager" - were also disposed of, reducing indirect beneficial ownership to 0. The filing notes Bowman held shared voting and dispositive power over those shares. Following all reported transactions, Bowman holds no direct or indirect beneficial ownership in company common stock.

What Was Disclosed

Gary Bowman's Form 4 discloses the cancellation of all directly and indirectly held Bowman Consulting Group Ltd. shares on November 6, 2026, upon completion of the merger with Prive Merger Sub, Inc. All equity, including vested PRSUs and RSAs, was converted into the right to receive $43.00 per share in cash.