Form 8-K

8-K — Bowman Consulting Group Ltd.

Accession: 0001628280-26-030749

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001847590

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bwmn-20260505.htm (Primary)

EX-99.1 (exhibit991-bwmnq12026earni.htm)

GRAPHIC (image_0a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bwmn-20260505.htm · Sequence: 1

bwmn-20260505

0001847590FALSE00018475902026-05-052026-05-05

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): May 5, 2026

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 2.02. Results of Operations and Financial Condition.

On May 5, 2026, Bowman Consulting Group Ltd. (“Bowman” or the “Company) issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Report.

The information in this Report under this item, including the exhibit, is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this Report, including the exhibits, shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit

No.

Description

99.1

Bowman Consulting Group Ltd. press release dated May 5, 2026.

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: May 5, 2026 By: /s/ Bruce Labovitz

Bruce Labovitz

Chief Financial Officer

EX-99.1

Filename: exhibit991-bwmnq12026earni.htm · Sequence: 2

Document

FOR IMMEDIATE RELEASE

Bowman Reports Results for First Quarter 2026;

Guidance Raise Indicates Over 20% Revenue Growth for 2026

Reston, VA, May 5, 2026 -– Bowman Consulting Group Ltd. (NASDAQ: BWMN), a national engineering services and program management firm, today announced financial results for the first quarter ended March 31, 2026.

“Bowman is in a strong position coming out of the first quarter with record-setting backlog growth that positions us for outsized organic growth over the next couple of years,” said Gary Bowman, founder and CEO. “Additionally, we delivered double-digit increases in both net service billing and Adjusted EBITDA in the quarter. The strength of demand across our market verticals positions us to achieve continued margin expansion during 2026 and beyond. We are confident in our ability to deliver solid performance this year and have raised full-year 2026 guidance accordingly.”

First Quarter 2026 Compared to First Quarter 2025 Financial Results:

•Gross contract revenue of $126.5 million compared to $112.9 million, a 12.0% increase

•Net service billing1 of $114.2 million compared to $100.1 million, a 14.1% increase

•Organic net service billing2 growth of 6.0% compared to 5.6%

•Net loss of $(3.7) million compared to $(1.7) million

•Basic and Diluted EPS of $(0.22) compared to $(0.11) respectively

•Adjusted EBITDA1 of $16.8 million compared to $14.5 million, a 15.8% increase

•Adjusted EBITDA margin, net 1 of 14.7% compared to 14.5%

•Adjusted Basic and Diluted EPS 3 of $0.14 compared to $0.07 respectively

•Cash from Operations of $11.6 million as compared to $12.0 million

•Gross backlog of $652.7 million compared to $418.8 million, a 55.9% increase

Notable Events:

•The Company executed a $146.7 million contract modification with a U.S. government agency, bringing the total not-to-exceed value of the contract to $177.7 million. The original contract was entered into in December 2025.

•On March 3, 2026, the Company entered into a Third Amendment to the Credit Agreement and Joinder Agreement, which increased the maximum aggregate revolving commitments from $210.0 million to $250.0 million.

•During the three months ended March 31, 2026, the Company repurchased 288,098 shares of its common stock under the 2025 Stock Repurchase Authorization at an average price of $32.03 per share for a total of $9.2 million.

•On May 1, 2026, Bowman acquired Smith & Associates Land Surveying, LLC., expanding service capabilities in the Southwest region and adding $2.0 million of run-rate net service billing.

CFO Commentary

“Our achievements in the quarter position us to generate significant organic growth and meaningful margin expansion this year,” said Bruce Labovitz, CFO. “Our balance sheet strength enables us to make strategic investments aimed at expanding our breadth of services and extending client engagement beyond asset operationalization. Recent acquisitions have provided us an extensive suite of quality enhancement, productivity improvement and client engagement tools that are proving highly impactful on our ability to deliver work more timely, more efficiently and with greater impact. Our investments in infrastructure and automation are designed to ensure the durability of revenue and margins as the industry once again experiences technological inflection.”

Full Year 2026 Guidance

Bowman raised net revenue guidance for full year 2026:

Date Issued

Net Revenue

Adjusted EBITDA Margin

November 2025

$465 - $480 MM

17.0% - 17.5%

March 2026

$495 - $510 MM

17.0% - 17.5%

May 2026

$520 - $540 MM

17.2% - 17.7%

The current outlook for 2026 is based on completed acquisitions as of the date of this release and does not include contributions from future acquisitions.

Conference Call Information

Bowman will host a conference call to discuss financial results tomorrow morning, May 6, 2026, at 9:00 a.m. ET. Access to a live webcast is available through the Investor Relations section of the Company’s website at investors.bowman.com.

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is a national engineering services firm offering infrastructure engineering, technical services and project management solutions to owners and operators of the built environment. With over 2,500 employees and over 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 Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.

1 Non-GAAP financial metric the Company believes offers valuable perspective on results of operations (see non-GAAP tables below for reconciliations).

2 Organic net service billing growth (also a non-GAAP financial metric) for the three months ended 3/31/26 excludes revenue from acquisitions completed after 3/31/2025. Year over year growth rates only reflect revenue realized post-acquisition.

3 Basic Adjusted EPS and Diluted Adjusted EPS are all non-GAAP financial metrics the Company believes offer valuable perspectives on results of operations (see non-GAAP tables below for reconciliations). Adjusted EPS (Basic and Diluted) include addbacks for non-reoccurring expenses specific to acquisitions, non-cash stock compensation expense associated with pre-IPO grants, and other expenses not in the ordinary course of business. With respect to the elimination of any non-cash stock compensation expense, the Company computes an adjusted tax expense or benefit which accounts for the elimination of any periodic windfall or shortfall tax effects resulting from the difference between grant date fair value and vest date value. With respect to all other eliminations, the Company applies its average marginal statutory tax rate, currently 25.8%, to derive the tax adjustment associated with the elimination of expenses. A reconciliation of non-GAAP Adjusted EPS to GAAP EPS, both basic and diluted, is included with this press release for reference.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans and objectives for future operations, 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 or 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 news 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

BOWMAN CONSULTING GROUP LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands except per share data)

March 31,

2026

December 31,

2025

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

$ 12,047

$ 11,066

Accounts receivable, net

133,888

130,634

Contract assets

57,390

53,512

Notes receivable - officers, employees, affiliates, current portion

237

Prepaid and other current assets

18,488

17,730

Total current assets

222,050

212,955

Non-Current Assets

Property and equipment, net

53,040

49,206

Operating lease, right-of-use assets

46,072

45,822

Goodwill

173,579

Notes receivable, less current portion

903

Notes receivable - officers, employees, affiliates, less current portion

868

1,108

Other intangible assets, net

85,616

88,580

Deferred tax asset, net

5,822

Other assets

1,818

1,707

Total Assets

$ 589,768

$ 579,682

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

Revolving credit facility

108,817

95,350

Accounts payable and accrued liabilities, current portion

67,978

60,035

Contract liabilities

14,185

10,965

Notes payable, current portion

20,840

22,698

Operating lease obligation, current portion

12,130

11,951

Finance lease obligation, current portion

13,979

13,735

Total current liabilities

237,929

214,734

Non-Current Liabilities

Other non-current obligations

395

377

Notes payable, less current portion

29,269

34,313

Operating lease obligation, less current portion

40,486

40,430

Finance lease obligation, less current portion

25,850

23,718

Deferred tax liability, net

279

Pension and post-retirement obligation, less current portion

4,659

4,726

Total liabilities

$ 338,867

$ 318,577

Shareholders' Equity

Preferred Stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding

–

Common stock, $0.01 par value; 30,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 22,273,373 shares issued and 17,153,424 outstanding, and 21,972,432 shares issued and 17,194,091 outstanding as of March 31, 2026 and December 31, 2025, respectively

223

220

Additional paid-in-capital

360,007

355,458

Accumulated other comprehensive income

869

895

Treasury stock, at cost; 5,119,949 and 4,778,341 shares, respectively

(95,959)

(84,931)

Accumulated deficit

(14,239)

(10,537)

Total shareholders' equity

$ 250,901

$ 261,105

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$ 589,768

$ 579,682

BOWMAN CONSULTING GROUP LTD.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Amounts in thousands except per share data)

(Unaudited)

For the Three Months

Ended March 31,

2026

2025

Gross Contract Revenue

$ 126,479

$ 112,931

Contract costs: (exclusive of depreciation and amortization below)

Direct payroll costs

48,313

41,956

Sub-consultants and expenses

12,275

12,878

Total contract costs

60,588

54,834

Operating Expenses:

Selling, general and administrative

57,783

50,490

Depreciation and amortization

8,406

6,521

(Gain) on sale

(402)

(49)

Total operating expenses

65,787

56,962

Income from operations

104

1,135

Other expense

3,401

2,110

Loss before tax expense

(3,297)

(975)

Income tax expense

405

769

Net loss

$ (3,702)

$ (1,744)

Earnings allocated to non-vested shares

–

Net loss attributable to common shareholders

$ (3,702)

$ (1,744)

Earnings (loss) per share

Basic

$ (0.22)

$ (0.11)

Diluted

$ (0.22)

$ (0.11)

Weighted average shares outstanding:

Basic

16,453,401

16,356,331

Diluted

16,453,401

16,356,331

BOWMAN CONSULTING GROUP LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

For the Three Months Ended March 31,

2026

2025

Cash Flows from Operating Activities:

Net loss

$ (3,702)

$ (1,744)

Adjustments to reconcile net loss to net cash provided by operating activities

Depreciation and amortization - property, plant and equipment

5,113

3,904

Amortization of intangible assets

3,292

2,617

Gain on sale of assets

(402)

(49)

Credit losses

374

345

Stock based compensation

4,227

6,630

Deferred taxes

–

(10,977)

Accretion of discounts on notes payable

108

256

Changes in operating assets and liabilities, net of acquisition of businesses

Accounts receivable

(3,628)

(1,896)

Contract assets

(3,878)

(6,340)

Prepaid expenses and other assets

(812)

615

Accounts payable and accrued expenses

7,666

14,885

Contract liabilities

3,220

3,788

Net cash provided by operating activities

11,578

12,034

Cash Flows from Investing Activities:

Purchases of property and equipment

(1,933)

(1,043)

Proceeds from sale of assets and disposal of leases

402

Capitalized internal-use software development costs

(328)

–

Proceeds from notes receivable

–

718

Acquisitions of businesses, net of cash acquired

–

(1,479)

Collections under stock subscription notes receivable

–

Net cash used in investing activities

(1,859)

(1,744)

Cash Flows from Financing Activities:

Borrowings under revolving credit facility

13,467

8,000

Repayment under notes payable

(7,235)

(4,377)

Payments on finance leases

(4,193)

(2,702)

Payment of contingent consideration from acquisitions

(225)

(1,016)

Payments for purchase of treasury stock

(1,801)

(2,574)

Repurchases of common stock

(9,227)

(4,103)

Proceeds from issuance of common stock

476

484

Net cash used in financing activities

(8,738)

(6,288)

Net increase in cash and cash equivalents

981

4,002

Cash and cash equivalents, beginning of period

11,066

6,698

Cash and cash equivalents, end of period

$ 12,047

$ 10,700

Supplemental disclosures of cash flow information:

Cash paid for interest

$ 2,559

$ 2,028

Net cash (received from) income taxes

$ (102)

$ 10

Non-cash investing and financing activities:

Property and equipment acquired under finance lease

$ (6,850)

$ (2,006)

Non-cash additions to property and equipment

$ (459)

$ –

Note payable converted to common shares

$ –

$ (434)

Issuance of notes payable for acquisitions

$ –

$ (2,056)

Settlement of contingent consideration

$ 525

$ 1,968

BOWMAN CONSULTING GROUP LTD.

RECONCILIATION OF EPS TO ADJUSTED EPS

(Amounts in thousands except per share data)

For the Three Months Ended March 31,

2026

2025

Net loss (GAAP)

$ (3,702)

$ (1,744)

+ income tax expense (GAAP)

405

769

Loss before tax expense (GAAP)

$ (3,297)

$ (975)

+ acquisition related expenses

1,540

594

+ amortization of intangibles

3,292

2,617

+ non-cash stock comp related to pre-IPO

165

493

+ other non-core expenses

3,268

143

Adjusted income before tax expense

$ 4,968

$ 2,872

Adjusted income tax expense

2,564

1,676

Adjusted net income

$ 2,404

$ 1,196

Adjusted earnings allocated to non-vested shares

Adjusted net income attributable to common shareholders

$ 2,313

$ 1,135

Earnings (loss) per share (GAAP)

Basic

$ (0.22)

$ (0.11)

Diluted

$ (0.22)

$ (0.11)

Adjusted earnings per share (Non-GAAP)

Basic

$ 0.14

$ 0.07

Diluted

$ 0.14

$ 0.07

Weighted average shares outstanding

Basic

16,453,401

16,356,331

Diluted

16,671,910

16,638,334

Basic Adjusted Earnings Per Share Summary - Non-GAAP

For the Three Months Ended March 31,

2026

2025

Earnings (loss) per share (GAAP)

$ (0.22)

$ (0.11)

Pre-tax basic per share adjustments

$ 0.52

$ 0.29

Adjusted earnings per share before tax expense

$ 0.30

$ 0.18

Income tax expense per share adjustment

$ 0.15

$ 0.11

Adjusted earnings per share - adjusted net income

$ 0.15

$ 0.07

Adjusted earnings per share allocated to non-vested shares

$ 0.01

$ –

Adjusted earnings per share attributable to common shareholders

$ 0.14

$ 0.07

Diluted Adjusted Earnings Per Share Summary - Non-GAAP

For the Three Months Ended March 31,

2026

2025

Earnings (loss) per share (GAAP)

$ (0.22)

$ (0.11)

Pre-tax diluted per share adjustments

$ 0.52

$ 0.28

Adjusted earnings per share before tax expense

$ 0.30

$ 0.17

Income tax expense per share adjustment

$ 0.15

$ 0.10

Adjusted earnings per share - adjusted net income

$ 0.15

$ 0.07

Adjusted earnings per share allocated to non-vested shares

$ 0.01

$ –

Adjusted earnings per share attributable to common shareholders

$ 0.14

$ 0.07

BOWMAN CONSULTING GROUP LTD.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands except per share data)

Combined Statement of Operations Reconciliation

For the Three Months Ended March 31,

2026

2025

Gross contract revenue

$ 126,479

$ 112,931

Contract costs (exclusive of depreciation and amortization)

60,588

54,834

Operating expense

65,787

56,962

Income from operations

104

1,135

Other expense

3,401

2,110

Income tax expense

405

769

Net loss

$ (3,702)

$ (1,744)

Net margin

(2.9) %

(1.5) %

Other financial information 1

Net service billing

$ 114,204

$ 100,053

Adjusted EBITDA

16,797

14,505

Adjusted EBITDA margin, net

14.7 %

14.5 %

Gross Contract Revenue to Net Service Billing Reconciliation

For the Three Months Ended March 31,

2026

2025

Gross contract revenue

$ 126,479

$ 112,931

Less: sub-consultants and other direct expenses

12,275

12,878

Net service billing

$ 114,204

$ 100,053

Organic net service billing

$ 106,086

$ 100,053

Acquisition-related net service billing

$ 8,118

$ –

Adjusted EBITDA Reconciliation

For the Three Months Ended March 31,

2026

2025

Net service billing

$ 114,204

$ 100,053

Net loss

$ (3,702)

$ (1,744)

+ interest expense

3,262

2,113

+ depreciation & amortization

8,406

6,521

+ income tax expense

405

769

EBITDA

$ 8,371

$ 7,659

+ non-cash stock compensation

4,196

6,642

+ acquisition and other non-core expenses

4,230

204

Adjusted EBITDA

$ 16,797

$ 14,505

Adjusted EBITDA margin, net

14.7 %

14.5 %

1 Non-GAAP financial metrics the Company believes offer valuable perspective on results of operations. See Non-GAAP tables below for reconciliations.

BOWMAN CONSULTING GROUP LTD.

GROSS CONTRACT REVENUE COMPOSITION

(Unaudited)

(dollars in thousands)

For the Three Months Ended March 31,

Consolidated Gross Contract Revenue

2026%

2025%

Change

% Change

Building Infrastructure1

52,348

41.4 %

52,039

46.1 %

309

0.6 %

Transportation

26,609

21.0 %

23,542

20.8 %

3,067

13.0 %

Power, Utilities & Energy1

34,732

27.5 %

25,311

22.4 %

9,421

37.2 %

Natural Resources2

12,790

10.1 %

12,039

10.7 %

751

6.2 %

Total

126,479

100.0 %

112,931

100.0 %

13,548

12.0 %

Acquired3

8,564

6.8 %

11,842

10.5 %

(3,278)

(27.7) %

1 Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation. For the three months ended March 31, 2025, $3.9 million of data center revenue were reclassified from Building Infrastructure to Power, Utilities & Energy.

2 Formerly Emerging Markets which represents environmental, mining, water resources, imaging and mapping, and other.

3 Acquired revenue in prior periods as previously reported; four quarters post-closing, acquired revenue is thereafter reclassified as organic for the purpose of calculating organic growth rates.

BOWMAN CONSULTING GROUP LTD.

ORGANIC GROWTH ANALYSIS

(Unaudited)

For the Three Months Ended March 31,

(dollars in thousands)

2026%

2025%

Change

Organic +/-

Gross Revenue, Organic

117,915

100.0 %

112,931

100.0 %

4,984

4.4 %

Building Infrastructure

52,200

44.3 %

52,039

46.1 %

161

0.3 %

Transportation

26,609

22.6 %

23,542

20.8 %

3,067

13.0 %

Power, Utilities & Energy

26,316

22.3 %

25,311

22.4 %

1,005

4.0 %

Natural Resources

12,790

10.8 %

12,039

10.7 %

751

6.2 %

For the Three Months Ended March 31,

(dollars in thousands)

2026%

2025%

Change

Organic +/-

Net Revenue, Organic

106,086

100.0 %

100,053

100.0 %

6,033

6.0 %

Building Infrastructure

48,828

46.0 %

48,100

48.0 %

728

1.5 %

Transportation

22,171

20.9 %

19,578

19.6 %

2,593

13.2 %

Power, Utilities & Energy

24,257

22.9 %

23,075

23.1 %

1,182

5.1 %

Natural Resources

10,830

10.2 %

9,300

9.3 %

1,530

16.5 %

BOWMAN CONSULTING GROUP LTD.

GROSS BACKLOG BY CATEGORY AT MARCH 31, 2026

(Unaudited)