Bernhard Capital Partners to Buy Bowman Consulting for $1.0 Billion
The 35-day go-shop ended with no competing bids, leaving the $43.00-a-share cash deal on track for a fourth-quarter close.
Bowman Consulting Group Ltd. (BWMN) said its 35-day go-shop period expired on September 13, 2026, with no alternative acquisition proposals received, keeping the previously announced all-cash sale to Bernhard Capital Partners on schedule.
Under the definitive merger agreement dated August 10, 2026, Bernhard will acquire the Reston, Virginia-based engineering services and program management firm for $43.00 a share, an enterprise value of approximately $1.0 billion. The price represented a premium of about 58% to Bowman’s unaffected closing share price on August 7, 2026, and a 57% premium to the 30-day volume-weighted average share price.
The transaction is expected to close in the fourth quarter of calendar year 2026, subject to approval by Bowman shareholders, receipt of required regulatory approvals, and the satisfaction or waiver of other customary closing conditions. Upon completion, Bowman will become a privately held company, and BWMN common stock will no longer be listed on the Nasdaq Exchange.
During the go-shop, at the direction of the board, Bowman and its financial advisor, BofA Securities, contacted 76 potentially interested parties. The company entered into confidentiality agreements with eight of them and provided access to certain information. No party represented an “Excluded Party” as defined in the merger agreement.
Upon expiration, Bowman became subject to customary no-shop provisions that limit its and its representatives’ ability to solicit alternative proposals or share confidential information, subject to specific exceptions in the agreement, including customary fiduciary-out provisions.
Bernhard is an infrastructure- and services-focused private equity firm. Mark Spender, partner and chief investment officer at Bernhard, said Bowman’s services and end markets are well aligned with Bernhard’s areas of expertise and decades-long track record of building businesses serving critical infrastructure.
Gary Bowman, founder and chief executive officer, said the firm has expanded its capabilities since becoming a public company in 2021 and built a national platform positioned to address increasingly complex infrastructure needs. He said the transaction stands to deliver premium cash value to shareholders while positioning Bowman for continued growth.
Bowman employs more than 2,500 people across 100 U.S. offices and provides planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement, and other technical services to customers in regulated end markets.
The company intends to file a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission. A definitive proxy statement and a form of proxy card will be filed and furnished to stockholders once the SEC completes its review.