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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2025
Bowman Consulting Group Ltd.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40371 | 54-1762351 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
12355 Sunrise Valley Drive, Suite 520
Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (703) 464-1000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
||
| Common stock, par value $0.01 per share | BWMN | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
On June 6, 2025, the Board of Directors of Bowman Consulting Group Ltd. (“Bowman” or the “Company”) authorized a new share repurchase program under which the Company may repurchase up to $25 million of its common stock over the next 12 months commencing June 9, 2025. This new authorization replaces the Company’s previous stock repurchase authorization, which was due to expire on July 31, 2025 and was terminated on June 6, 2025.
The common stock may be purchased from time to time depending upon market conditions and may be purchased in the open market and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The plan does not obligate the Company to repurchase any specific number or any specific dollar amount of shares and may be suspended at any time at our discretion.
A copy of the press release announcing the new share repurchase program is furnished as Exhibit 99.1 to this Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Bowman Consulting Group Ltd. press release dated June 6, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOWMAN CONSULTING GROUP LTD. | ||||||
| Date: June 10, 2025 | By: | /s/ Bruce Labovitz |
||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Bowman Announces Authorization of New $25 Million Share Repurchase Program
June 6, 2025, Reston, VA - Bowman Consulting Group Ltd. (NASDAQ: BWMN) (“Bowman” or the “Company”), a national provider of technical engineering and program management services, today announced the authorization by its Board of Directors of a new share repurchase program under which the Company may repurchase up to $25 million of its common stock over the next 12 months commencing June 9, 2025. This new authorization replaces the Company’s stock repurchase authorization, which terminates on June 6, 2025.
Bowman intends to continue to prioritize organic and acquisitive growth as part of its strategic growth initiatives. The timing and amount of any share repurchases will be determined by management at its discretion based on several factors including share price, market conditions and capital allocation priorities. Shares may be repurchased from time-to-time through open market purchases, in privately negotiated transactions or by other means, including the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The new share repurchase program does not obligate Bowman to acquire a specific number of shares of common stock and may be suspended, modified or discontinued at any time without notice.
About Bowman Consulting Group Ltd.
Headquartered in Reston, Virginia, Bowman is a national engineering offering infrastructure, technology and program management solutions to owners and operators of the built environment. With over 2,400 employees in 100 locations throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding the date of commencement and expiry of the share repurchase program, the amount of shares to be repurchased, the method of the share repurchases, if any, pursuant to the share repurchase program and the anticipated execution of the repurchase program consistent with the Company’s strategic initiatives described above are forward-looking statements and represent our views as of the date of this press release. The words “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, “goal” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to several assumptions and risks and uncertainties, many of which involve factors and circumstances that are beyond our control that could affect our financial results. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this press release. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations or policies; and (e) the risk factors set forth in the Company’s most recent SEC filings. Considering these risks, uncertainties and assumptions, the future events and trends
discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements after the date of this press release or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Investor Relations Contact:
Betsy Patterson
ir@bowman.com
General Media Contact:
Christina Nichols
pr@bowman.com