Bowman Files Definitive Proxy for $772M Bernhard Capital Buyout at $43/Share
BWMN sits 70% above its 52-week low of $25.07.
Summary
Bowman Consulting Group filed its preliminary proxy statement for the $43.00 per share all-cash acquisition by Bernhard Capital Partners, disclosing a $772 million transaction value, HSR clearance, and full financing terms.
Key Events · M&A and Partnerships · BWMN
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Definitive Proxy Filed for $43/Share Buyout
Preliminary proxy statement filed for the all-cash acquisition by Bernhard Capital Partners at $43.00 per share, a 58% premium to the $27.23 closing price on August 7, 2026.
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Transaction Valued at $772 Million
Filing fee table quantifies total transaction valuation at $771,966,702, covering 16,493,820 outstanding shares plus 406,920 PRSUs, 834,961 RSAs, and 217,013 ESPP shares.
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HSR Clearance Granted
FTC granted early termination of the HSR waiting period on September 21, 2026, removing the last major regulatory condition to closing.
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Financing Fully Committed
Deal funded by $605,210,000 in committed equity from Bernhard funds plus $550 million in debt facilities ($420M term loan, $65M revolver, $65M delayed draw).
Analysis · BWMN · Trade & Services
This preliminary proxy statement is the first comprehensive disclosure of the $43.00 per share all-cash acquisition by Bernhard Capital Partners. It quantifies the total transaction value at approximately $772 million and confirms the FTC granted early termination of the HSR waiting period on September 21, 2026, clearing the last major regulatory hurdle. The filing also reveals the full financing structure — $605.2 million in committed equity plus $550 million in debt facilities — and the termination fee framework. With the go-shop period having expired on September 13, 2026 with no rival bids, the path to closing is now clear, subject only to stockholder approval. The special meeting date is not yet set, but the merger is expected to close in Q4 2026.
How filings like this one have moved
In the 30 days to Oct 1, 2026, 36% of the 1040 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.56%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, BWMN was trading at $42.57 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $737.9M. The 52-week trading range was $25.07 to $45.83. This filing was assessed with positive market sentiment and an importance score of 8 out of 10.