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12355 Sunrise Valley Drive

Suite 520

Reston, Virginia 20191

(703) 464-1000

[•], 2026

To the Stockholders of Bowman Consulting Group Ltd.:

You are cordially invited to attend a special meeting of stockholders of Bowman Consulting Group Ltd., a Delaware corporation (the “Company”), to be held on [•], [•], 2026, at 9:30 a.m. Eastern time, which will be a virtual meeting, conducted via live webcast. The virtual meeting format allows all of our stockholders the opportunity to participate in the special meeting no matter where they are located. If you plan to attend the special meeting virtually on the Internet, please follow the instructions in the “Questions and Answers About the Special Meeting and Voting” section of this proxy statement.

The accompanying proxy statement is dated [•], 2026, and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about [•], 2026.

The special meeting is being held to consider and vote upon a proposal to adopt the Agreement and Plan of Merger (such proposal, the “Merger Proposal”) entered into by the Company on August 10, 2026 (the “Merger Agreement”) with Prive Parent, Inc., a Delaware corporation (“Parent”), and Prive Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”). The Buyer Parties are affiliated with Bernhard Capital Partners (“Bernhard”). Subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the Merger Agreement provides that Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (such merger, the “Merger”). If the Merger is completed, the Company stockholders will receive, in exchange for each share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), held immediately prior to the Merger (other than certain excluded shares described below), $43.00 in cash, without interest and subject to any applicable tax withholding (the “Per Share Price”).

You will also be asked to consider and vote upon a proposal to adjourn the special meeting to a later date if it is necessary to solicit additional votes in order to approve the Merger Proposal (such proposal, the “Adjournment Proposal”). A copy of the Merger Agreement is attached as Annex A to this proxy statement. More information regarding each of the matters to be voted on at the special meeting is contained in the accompanying Notice of Special Meeting of Stockholders and proxy statement.

At the effective time of the Merger (the “Effective Time”), (i) each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock described in clauses (ii) or (iii) of this sentence) will be automatically converted into the right to receive the Per Share Price, (ii) each share of Company Common Stock that is (a) held by the Company as treasury stock or (b) owned by the Buyer Parties or any of their direct or indirect subsidiaries as of immediately prior to the Effective Time, will automatically be cancelled and extinguished without any conversion thereof or consideration paid therefor, and (iii) each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock described in clause (ii)) and held by any person or entity (including a “beneficial owner”) who has neither voted in favor of the Merger nor consented thereto in writing and who is entitled to demand and has properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (such shares, “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price, and will instead be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. If the Merger is consummated, shares of the Company Common Stock that trade on The NASDAQ Global Market (“Nasdaq”) will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.

The board of directors of the Company (the “Company Board”) has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby (the “Transactions”), including the Merger, are fair to and in the best interests of the Company and the holders of shares of Company Common Stock (the “Company Stockholders”), (ii) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into the Merger Agreement and the other Transaction Documents (as defined in the Merger Agreement) to which the Company is a party, (iii) approved the execution and delivery by the Company of the Merger Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (iv) resolved to recommend that the Company Stockholders adopt the Merger Agreement in accordance with the DGCL, upon the terms and subject to the conditions of the Merger Agreement, and (v) directed that the Merger Agreement be submitted to the Company Stockholders for their adoption upon the terms and subject to the conditions of the Merger Agreement.

Whether or not you plan to attend the special meeting, we urge you to use our Internet voting system, to vote by telephone, or to complete, sign and date the accompanying proxy card and return it in the enclosed postage-prepaid envelope as soon as possible so that your shares will be represented at the special meeting. If you later decide to attend the special meeting virtually or change your vote, you may revoke your proxy and vote at the special meeting. Voting through our Internet voting system, by telephone or by written proxy will ensure your representation at the special meeting if you do not attend the special meeting.

Your vote is important. Whether you own a few shares or many, and whether or not you plan to attend the special meeting, it is important that your shares be represented and voted. We thank you for your continued support of the Company and look forward to your participation in the special meeting.

The accompanying proxy statement, which summarizes the terms and conditions of the Merger Agreement and to which a copy of the Merger Agreement is attached as Annex A, is attached to and incorporated by reference into this Notice of Special Meeting of Stockholders.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Transactions, passed upon the merits or fairness of the Transactions or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

12355 Sunrise Valley Drive

Suite 520

Reston, Virginia 20191

(703) 464-1000

[•], 2026

Dear Stockholder:

We cordially invite you to attend a special meeting of stockholders of Bowman Consulting Group Ltd., a Delaware corporation (the “Company,” “we,” “our,” or “us”). The meeting will be held on [•], 2026, at 9:30 a.m., Eastern time, and will be a virtual meeting, conducted via live webcast. At the meeting, you will be asked:

Only stockholders of record of our common stock (“Company Common Stock”) as of the close of business on [•], 2026 (the “Record Date”) are entitled to notice of and to vote at the special meeting. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL as of the Record Date is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the shares of Company Common Stock present virtually or represented by proxy at the special meeting and entitled to vote on the matter is required to approve the Adjournment Proposal.

Our Board of Directors unanimously recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

To allow all of our stockholders the opportunity to participate in the special meeting no matter where they are located, this special meeting of stockholders will be a virtual meeting conducted solely online. Stockholders will be able to join the meeting via the website www.virtualshareholdermeeting.com/BWMN2026SM where they can listen to the speakers, submit questions and comments, hear the Company’s responses and vote their shares electronically. To participate in the special meeting, you will need the control number located on your proxy card. Your proxy card is enclosed with this proxy statement. For purposes of attendance at the special meeting, references in the enclosed proxy statement to “present” mean virtually present at the special meeting, and to “attend” or “attendance” mean to attend or be in attendance at the special meeting through virtual means.

It is important that your shares be represented at the special meeting, regardless of the number you may hold. Whether or not you plan to virtually attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy materials. This will not prevent you from voting your shares at the meeting if you attend virtually.

Unless otherwise indicated or the context otherwise requires, whenever used in this proxy statement, the following terms have the meanings set forth below.

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this proxy statement that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Merger, including the expected timing of the closing of the Merger, the ability of the parties to complete the Merger considering the various closing conditions, the expected impacts and benefits of the Merger, the plans, strategies and prospects, both business and financial, of the Company, and any assumptions underlying any of the foregoing.

In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are not guarantees of future performance. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from the Company’s current expectations.

These risks and uncertainties include risks and developments related to, among other things, (i) the completion of the proposed Merger on the anticipated terms and timing, or at all, including the parties’ ability to obtain required stockholder approval, regulatory approvals and satisfy the other conditions to the completion of the Merger, or the failure to satisfy such conditions, (ii) the effect of the announcement or pendency of the Merger on the Company’s business, operating results, financial performance, ability to retain and hire key personnel, and relationships with customers, suppliers, competitors and others, (iii) the effect of the restrictions imposed by the Merger Agreement during the pendency of the Merger, which may (x) disrupt the Company’s current plans and business operations, (y) impact the Company’s ability to pursue certain business opportunities or strategic transactions or (z) divert management’s attention from ongoing business operations, (iv) the availability of financing for the Merger, which is not a condition to closing of the Merger, (v) the possibility that competing offers may be made, and the effect of such competing offers on the Merger and the parties’ respective rights under the Merger Agreement, (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (vii) the fact that the Company may be required to pay a termination fee to Parent if the Merger Agreement is terminated in certain circumstances, (viii) litigation being instituted against the Company, Bernhard or other parties, including their respective directors, managers or officers, in connection with the Merger, which may have an unfavorable outcome, (ix) the uncertainty of the outcome of any such litigation and its effects on the parties to the Merger Agreement, (x) changes in laws, regulations, or policies, (xi) general economic conditions, nationally and globally, and their effect on the market for the Company’s services, (xii) competitive pressures and trends in the Company’s industry and its ability to successfully compete with its competitors, (xiii) the effect on the price of shares of Company Common Stock if the Merger is not completed, which may decline significantly following a termination of the Merger Agreement, (xiv) potential business uncertainty during the pendency of the Merger, including changes to existing business relationships, (xv) the significant costs, fees and expenses the Company may incur in connection with the Merger, and (xvi) the effects of unknown liabilities related to the Merger on the Company.

For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s periodic reports and other filings with the SEC, including risks described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, each filed with the SEC, and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Company’s Investor Relations page at investors.bowman.com. The forward-looking statements included in this proxy statement are made only as of the date hereof, and the Company disclaims any obligation to update the forward-looking statements in the future, except as required by applicable law. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements.

On August 10, 2026, the Company entered into the Merger Agreement. The Company is sending you this proxy statement and the enclosed proxy card in connection with the solicitation of proxies by the Company Board for use at its special meeting of stockholders to be held on [•], 2026, at 9:30 a.m., Eastern time, to vote on proposals in connection with the Merger Agreement, which will be a virtual meeting conducted via live webcast, and at any adjournments or postponements of the special meeting. In order to complete the Merger, the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the Merger Proposal must affirmatively vote in favor of the Merger Proposal.

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the special meeting and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of Company Common Stock without attending the special meeting and to ensure that your shares of Company Common Stock are represented and voted at the special meeting. Your vote is very important. Even if you plan to attend the special meeting virtually, the Company encourages you to submit a proxy as soon as possible.

The proposed Merger is a transaction whereby, following its completion, Parent will directly own all of the outstanding capital stock of the Company as the surviving corporation in the Merger (which we refer to herein as the “Surviving Corporation”). If the conditions to the consummation of the Merger (which such consummation we refer to herein as the “Closing”) are satisfied or waived (where permissible pursuant to applicable law) and the Merger is consummated, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease, and the Company will continue as the Surviving Corporation. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent, shares of the Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and the Company will no longer file periodic or other reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation. For additional information, see the section of this proxy statement entitled “The Merger—Effects of the Merger on the Company.”

At the effective time of the Merger (which we refer to herein as the “Effective Time”), subject to the terms and conditions set forth in the Merger Agreement, each share of Company Common Stock that is outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount per share equal to $43.00, without interest thereon and subject to applicable tax withholding (which we refer to herein as the “Per Share Price”). For example, if you own 100 shares of Company Common Stock, you will receive $4,300.00 for your shares of Company Common Stock, without interest and subject to applicable tax withholding. Upon completion of the Merger, you will not own any shares of the capital stock of the Surviving Corporation.

For additional information, see the section of this proxy statement entitled “The Merger Agreement—Merger Consideration.”

If the Merger is not completed for any reason, the Company Stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, (i) the Company will remain a public company, (ii) shares of the Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and (iii) the Company will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, the Company expects that (a) its management will continue to operate the business as it is currently being operated, (b) the Company Board will continue to evaluate and review, among other things, the Company’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate, and (c) the Company Stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which the Company operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the Company’s business, prospects or results of operation may be adversely impacted, and the price of Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Company Common Stock would return to the price at which the Company Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Company Common Stock. In addition, in specified circumstances in which the Merger Agreement is terminated, the Company will be required to pay Parent a termination fee of $26,861,672 as more fully described in the sections of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Company Termination Fee.” For additional information, see the section of this proxy statement entitled “The Merger—Effects on the Company if the Merger is Not Completed.”

The $43.00 Per Share Price represents an approximately 58% premium to the closing price of Company Common Stock of $27.23 per share on August 7, 2026, the last trading day before public announcement of the Merger Agreement, and premiums of approximately 57%, 48%, and 44% relative to the 30-, 60-, and 90-day, respectively, volume-weighted average prices of the Company Common Stock ending on August 7, 2026.

For more information, see the section of the proxy statement entitled “Market Prices and Dividends.”

Immediately prior to the Effective Time, each Company Restricted Stock Award that is outstanding immediately prior to the Effective Time will become fully vested and free of restrictions, be cancelled, and convert into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the Per Share Price multiplied by (ii) the number of shares of Company Common Stock subject to such Company Restricted Stock Award.

However, any Company Restricted Stock Award granted after July 4, 2026 will not become fully vested and free of restrictions and will remain subject to the same vesting terms and conditions that applied immediately prior to the Effective Time, including the requirement of continued service with the Surviving Corporation or its Subsidiaries through the applicable vesting date. The applicable cash amounts will be paid out, without interest and subject to applicable withholding taxes, on the next regular payroll date following the applicable vesting dates.

Immediately prior to the Effective Time, each Company PRSU that is outstanding immediately prior to the Effective Time will, automatically and without any action required on the part of the holder of such Company PRSU, become fully vested with respect to that number of shares of Company Common Stock based on the number of shares awarded and not the achievement of performance levels. Immediately thereafter, each Company PRSU will be cancelled, and converted into the right to receive, with respect to each share of Company Common Stock underlying such Company PRSU, a lump sum cash payment, without interest, equal to the Per Share Price.

For additional information, see the section of this proxy statement entitled “The Merger—Effects of the Merger on the Company—Treatment of Company Equity Awards” and “The Merger Agreement—Treatment of Company Equity Awards and Company ESPP.”

The Company ESPP will be suspended as of the end of the current offering period and no new offering period will be commenced under the Company ESPP prior to the termination of the Merger Agreement.

For additional information, see the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards and Company ESPP.”

Between August 10, 2026 and 5:00 p.m., Eastern time, on September 13, 2026 (which such period we refer to herein as the “Go-Shop Period”), the Company and its officers, directors and other Representatives were permitted to, directly or indirectly:

During the Go-Shop Period, BofA Securities, at the direction of the Company Board and the Company’s management, contacted, or was contacted by, approximately 58 financial sponsors and 18 strategic parties. However, no party submitted an Acquisition Proposal or any other indication of interest to acquire the Company during the Go-Shop Period. Prior to the expiration of the Go-Shop Period, each party that had entered into a confidentiality agreement with the Company in connection with the “go-shop” process withdrew from further participation.

The Go-Shop Period expired at 5:00 p.m., Eastern time, on September 13, 2026.

For additional information, see the sections of this proxy statement entitled “The Merger—Background of the Merger” and “The Merger Agreement—Solicitation of Other Offers.”

No. Following the expiration of the Go-Shop Period, the Company and its officers, directors and other Representatives may not, directly or indirectly, solicit or knowingly facilitate or assist any Acquisition Proposal, provide non-public information to third parties in connection with an Acquisition Proposal, participate or engage in discussions with third parties with respect to an Acquisition Proposal, or enter into an Alternative Acquisition Agreement.

For additional information, see the section of this proxy statement captioned “The Merger Agreement—No Solicitation.”

However, until the earlier to occur of the valid termination of the Merger Agreement and the receipt of the Requisite Stockholder Approval, the Company Board may, directly or indirectly, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to non-public information or personnel of the Company Group to, any Person that has made an Acquisition Proposal after the date of the Merger Agreement that did not result from a breach of the non-solicitation provisions, in each case, with respect to an Acquisition Proposal that the Company Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal.

For additional information, see the section of this proxy statement captioned “The Merger Agreement—Superior Proposals.”

Yes. After careful consideration, at a meeting of the Company Board on August 9, 2026, the Company Board unanimously (i) determined that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and the Company Stockholders, (ii) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into the Merger Agreement and the other Transaction Documents to which the Company is a party, (iii) approved the execution and delivery by the Company of the Merger Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (iv) resolved to recommend that the Company Stockholders adopt the Merger Agreement in accordance with the DGCL, upon the terms and subject to the conditions of the Merger Agreement, and (v) directed that the Merger Agreement be submitted to the Company Stockholders for their adoption upon the terms and subject to the conditions of the Merger Agreement.

For additional information, see the section of this proxy statement captioned “The Merger—Recommendation of the Company Board and Reasons for the Merger.”

Yes. The Company has retained BofA Securities to act as its financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary

distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Securities to act as the Company’s financial advisor in connection with the Merger on the basis of, among other things, BofA Securities’ experience in the Company’s industry and public company transactions similar to the Merger, its reputation in the investment community and its familiarity with the Company and its business (including the knowledge obtained from BofA Securities’ efforts on behalf of the Company during its review of strategic alternatives).

On August 9, 2026, at a meeting of the Company Board held to evaluate the Merger, BofA Securities delivered to the Company Board an oral opinion, which was confirmed by delivery of a written opinion dated August 9, 2026, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations set forth in the written opinion, the Per Share Price ($43.00 per share) to be received in the Merger by holders of the Company Common Stock (other than Owned Company Shares or Dissenting Company Shares) was fair, from a financial point of view, to such holders.

The full text of the written opinion of BofA Securities, dated August 9, 2026, is attached as Annex B to this proxy statement and incorporated by reference herein.

For additional information, see the section of this proxy statement captioned “The Merger—Opinion of Financial Advisor to the Company.”

Concurrently with the execution and delivery of the Merger Agreement, Parent entered into voting and support agreements (which we refer to herein each as a “Support Agreement” and collectively, the “Support Agreements”) with Mr. Gary Bowman, Chief Executive Officer of the Company (and his affiliated trust, Bowman Family Asset Management, LLC), and Mr. Bruce Labovitz, Chief Financial Officer of the Company, pursuant to which Mr. Bowman and Mr. Labovitz agreed, among other things, to vote their shares (representing approximately 15.3% of the outstanding voting power of the Company as of the date of the Merger Agreement) in favor of the Merger, against any competing acquisition proposal and against any other matter that would prevent or materially delay the Closing. For additional information, see the section of this proxy statement captioned “Certain Agreements Related to the Merger—Support Agreements.”

Although none of the other directors or executive officers is obligated to vote to approve the Merger Proposal or the other proposals to be presented at the special meeting, we currently expect that each of these individuals will vote all of his or her shares of Company Common Stock “FOR” each of the proposals to be presented at the special meeting.

Company Stockholders should be aware that non-employee directors and executive officers of the Company have certain interests in the Merger that may be different from, or in addition to, the interests of the Company Stockholders generally. The members of the Company Board were aware of and considered these interests, among other matters, in reaching the determination to approve the Merger Agreement and to recommend to the Company Stockholders that they vote to approve the Merger Proposal. These interests include the treatment of Company Equity Awards held by non-employee directors and executive officers, potential severance payments and benefits, continuing employee benefits, the receipt of certain cash-based awards and continuing indemnification and insurance coverage.

For additional information, see the section of this proxy statement entitled “The Merger—Interests of the Company’s Non-Employee Directors and Executive Officers in the Merger.”

No. The Buyer Parties’ obligations under the Merger Agreement are not conditioned on receipt of any financing for the Merger.

Concurrently with the execution of the Merger Agreement, the Guarantors entered into the Equity Commitment Letter with Parent pursuant to which they have severally committed to provide equity financing to Parent in an aggregate amount equal to $605,210,000, on the terms and subject to the conditions set forth in the Equity Commitment Letter.

Certain financial institutions have severally committed to provide a $420 million senior secured first-lien term loan facility, a $65 million senior secured first-lien revolving credit facility and a $65 million senior secured first-lien

delayed draw term loan facility on the terms set forth in the Debt Commitment Letter. The obligations of the Financing Sources to provide the Debt Financing are subject to customary conditions.

While there is no financing condition, the right of the Company to specific performance to cause the Equity Financing to be funded or to consummate the Closing is subject to the requirement, among others, that the proceeds of the Debt Financing (or any Alternative Debt Financing) have been funded or are capable of being funded at the Closing in accordance with the terms of the Debt Commitment Letter if the Equity Financing is funded at the Closing.

For additional information, see the sections of this proxy statement entitled “The Merger—Financing of the Merger,” “The Merger Agreement—Financing Obligations,” “The Merger Agreement—Debt Financing Cooperation” and “The Merger Agreement—Specific Performance.”

Yes, consummation of the Merger is subject to certain conditions set forth in the Merger Agreement. These conditions include (i) the receipt of the Requisite Stockholder Approval, which requires the approval of the Merger Proposal by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL; (ii) the expiration or termination of (a) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the Merger and (b) any commitments not to close any of the transactions contemplated by the Merger Agreement entered into by the parties with any governmental authority; (iii) the absence of any law (other than any foreign direct investment law) or order (other than as related to any foreign direct investment law) issued by a governmental authority of competent jurisdiction after the date of the Merger Agreement that prohibits, makes illegal or enjoins the consummation of the Merger; (iv) the accuracy of the parties’ respective representations and warranties contained in the Merger Agreement, subject to specified materiality qualifications; (v) the parties’ performance of their respective pre-Closing obligations in the Merger Agreement in all material respects; and (vi) the delivery by each party to the other party of a certificate certifying compliance with the conditions described in clauses (iv) and (v).

The Merger is expected to close in the fourth quarter of calendar year 2026, subject to obtaining regulatory approvals and the satisfaction or waiver of the other closing conditions. However, the exact timing of completion of the Merger, and whether it will be completed at all, cannot be known with certainty because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of the control of the Company.

Under the terms of the HSR Act, the Merger cannot be completed until Parent and the Company file a Notification and Report Form with the FTC and the DOJ and the applicable waiting period has expired or been terminated. The parties filed a notification and report form with the FTC and DOJ on August 24, 2026. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filing of their respective HSR Act notification forms, unless extended, or the early termination of that waiting period. Parent and the Company applied for early termination of the waiting period under the HSR Act, and the FTC granted such request on September 21, 2026.

Yes. If you are a holder of record or beneficial owner of Company Common Stock, you are entitled to appraisal rights under Section 262 of the DGCL in connection with the Merger, provided that you meet the requirements and follow the procedures prescribed by Section 262 of the DGCL.

Under Section 262 of the DGCL, if the Merger is consummated, holders of shares of Company Common Stock (including beneficial owners of shares of Company Common Stock) who (i) did not vote, virtually or by proxy, in favor of the adoption of the Merger Agreement (or consent thereto in writing), (ii) properly demand an appraisal of their shares of Company Common Stock, (iii) continuously hold of record or beneficially own their shares of Company Common Stock through the effective date of the Merger, and (iv) do not properly withdraw their demands or otherwise lose their rights to appraisal will be entitled to have their shares of Company Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be fair value, as determined by the Delaware Court of Chancery.

However, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders of shares of a class or series of stock that, immediately prior to the closing of the applicable merger, were listed on a national securities exchange unless (A) the total number of shares entitled to appraisal exceeds one percent of the outstanding shares of the class or series eligible for appraisal; or (B) the value of the merger consideration in respect of such total number of shares exceeds $1,000,000. Given that the shares of Company Common Stock are listed on Nasdaq (and assuming such shares remain so listed until the Effective Time), the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of shares of Company Common Stock who are otherwise entitled to appraisal rights unless one of these thresholds is satisfied.

If you wish to exercise your appraisal rights, you must follow the procedures set forth in Section 262 of the DGCL, which are summarized in the section of this proxy statement entitled “Appraisal Rights.” The full text of Section 262 can be accessed without subscription or cost at the following URL, and is incorporated herein by reference: https://www.delcode.delaware.gov/title8/c001/sc09/index.html#262.

Due to the complexity of the appraisal process and the procedures to be followed to properly demand and perfect appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of your appraisal rights.

For additional information, see the section of this proxy statement entitled “Appraisal Rights.”

If you transfer your shares of Company Common Stock before the Effective Time, you will have transferred the right to receive the Per Share Price and will lose your appraisal rights for those shares. In order to receive the Per Share Price or exercise appraisal rights for those shares, you must continuously hold (or beneficially own) those shares through the effective date of the Merger. For additional information, see the section of this proxy statement entitled “Appraisal Rights.”

In the event of a transfer of ownership of any shares of Company Common Stock that has not been registered in the records of our transfer agent prior to the Effective Time, the Per Share Price may be paid to a person other than the registered owner, provided specified requirements are satisfied.

For additional information, see the section of this proxy statement entitled “The Merger Agreement—Exchange and Payment Procedures.”

No. If you are a holder of record of Company Common Stock as of immediately prior to the Effective Time which is represented by one or more certificates (which we refer to herein as “Certificates”), then promptly following the Closing (and in any event within three Business Days after the Merger is completed) you will be sent (i) a letter of transmittal in customary form and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Price payable in respect thereof.

Once a holder of a Certificate has provided a nationally recognized bank or trust company reasonably acceptable to the Company to act as the payment agent for the Merger (the “Payment Agent”) with their Certificates (or an effective affidavit of loss in lieu thereof), then the Payment Agent will pay the holder an amount in cash equal to the aggregate consideration to which such holder becomes entitled pursuant to the Merger Agreement, without interest. Do not send in your Certificates now.

For additional information, see the section of this proxy statement entitled “The Merger Agreement—Exchange and Payment Procedures.”

If you hold uncertificated shares of Company Common Stock immediately prior to the Effective Time (other than Dissenting Company Shares and Owned Company Shares, as applicable) (which we refer to herein as the “Uncertificated Shares”), you will not be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that you are entitled to receive.

Promptly following the Closing (and in any event within three Business Days following the Closing), the Payment Agent will pay you an amount in cash equal to the aggregate consideration to which you become entitled pursuant to the Merger Agreement, and your Uncertificated Shares will be surrendered and cancelled. No interest will be paid or accrued on the Per Share Price payable with respect to any shares of Company Common Stock.

For additional information, see the section of this proxy statement entitled “The Merger Agreement—Exchange and Payment Procedures.”

Your broker generally will handle cashing out all shares of Company Common Stock that you hold in your brokerage account after the closing of the Merger has occurred. You should direct any specific questions on this to your broker.

The Company is subject to the informational requirements of the Exchange Act and files reports, proxy statements and other information with the SEC. The SEC maintains a website that contains our reports, proxy and information statements and other information at www.sec.gov. Please note that all of the documents that the Company files with the SEC can also be obtained at Bowman’s website at investors.bowman.com in the “Financials” section under “SEC Filings.” The Company’s website address is provided as an inactive textual reference only. The information contained in, or that can be accessed through, our website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to the Company’s website provided in this proxy statement.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

Bowman Consulting Group Ltd.

Attention: Investor Relations

12355 Sunrise Valley Drive, Suite 520

Reston, Virginia 20191

Phone: (703) 464-1000

For additional information, see the section of this proxy statement entitled “Where You Can Find More Information.”

We will hold the special meeting virtually on [•], 2026, at [•] a.m., Eastern time (login beginning at [•] a.m., Eastern time). The special meeting will be a virtual meeting conducted via live webcast. You may attend the special meeting online at www.virtualshareholdermeeting.com/BWMN2026SM.

You do not need to attend the special meeting to vote your shares. Instead, you may simply complete, sign, and return the enclosed proxy card using the postage-prepaid envelope provided, or you may grant a proxy to vote your shares by means of the Internet or by telephone.

Stockholders will be asked to consider the following proposals at the special meeting:

Stockholders who owned shares of Company Common Stock as of the close of business on [•], 2026 (which we refer to herein as the “Record Date”) are entitled to vote at the special meeting on all matters properly brought before the special meeting.

As of the Record Date, there were [•] shares of Company Common Stock issued and outstanding and entitled to vote at the special meeting.

Each outstanding share of Company Common Stock is entitled to one vote on each matter that comes before the special meeting.

To conduct business at the special meeting, a majority in voting power of the Company Common Stock entitled to vote at the special meeting must be present virtually or represented by proxy. This is known as a “quorum.” Abstentions and broker non-votes, if any, will count toward establishing a quorum.

The special meeting will be held in a virtual only meeting format. Stockholders will not be able to physically attend the special meeting.

If you are a registered stockholder or beneficial owner of Company Common Stock at the close of business on the Record Date, you may attend the virtual special meeting by visiting www.virtualshareholdermeeting.com/BWMN2026SM. To participate in and vote at the special meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 9:30 a.m., Eastern time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:15 a.m., Eastern time, and you should allow ample time for the check-in procedures. If you experience any technical difficulties during the meeting, a toll free number will be available on our virtual stockholder meeting site for assistance.

If your shares are held in the name of a bank, broker or other holder of record, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in the meeting.

If you lose your 16-digit control number, you may join the special meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date.

You can vote by proxy whether or not you attend the special meeting. If you are a stockholder of record, to vote by proxy, you have a choice of voting over the Internet, by telephone or by mail.

If you choose to vote prior to the special meeting through the Internet or by telephone, please remember to submit your vote by 11:59 p.m. Eastern time on [•], 2026 to ensure that your vote is counted.

The enclosed proxy designates Bruce Labovitz, our Chief Financial Officer, and Elizabeth Abdoo, our current Chief Legal Officer and Secretary, to hold your proxy and vote your shares. If you properly complete your proxy card and send it to us in time to vote or timely grant your proxy via the Internet or by telephone, your proxy holder will vote your shares as you have instructed. If you do not give voting instructions for the Merger Proposal, then your proxy holder will vote your shares “FOR” the Merger Proposal, which will constitute a waiver of appraisal rights in respect of the shares so voted. If you do not give voting instructions for the Adjournment Proposal, then your proxy holder will vote your shares “FOR” the Adjournment Proposal. As of the date of this proxy statement, we are not aware of any matters other than the Merger Proposal and the Adjournment Proposal that will be brought before the special meeting.

Many of our stockholders hold their shares of Company Common Stock through a bank, broker or other nominee, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.

Stockholder of record: If your shares of Company Common Stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are the stockholder of record, and this proxy statement is being sent directly to you.

Beneficial owner: If your shares of Company Common Stock are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and this proxy statement is being forwarded to you by your bank, broker or other nominee, who is considered to be the stockholder of record. If you are a beneficial owner, then payment for your shares of Company Common Stock will be made through your bank, broker or other nominee.

If your shares are registered in the name of a broker, bank or other nominee (typically referred to as being held in “street name”), you will receive instructions from your broker, bank, or other nominee that must be followed in order for your broker, bank, or other nominee to vote your shares per your instructions. Many brokerage firms and banks have a process for their beneficial holders to provide instructions via the Internet or over the telephone. If Internet or telephone voting is unavailable from your broker, bank or other nominee, please complete and return the enclosed voting instruction card in the enclosed postage-prepaid envelope.

If you hold shares through a broker, bank, or other nominee and wish to be able to vote at the special meeting, please see “How can I attend and participate in the virtual special meeting?” above.

The Company Board unanimously recommends that you vote your shares as follows:

If you have shares of Company Common Stock that are held by a bank, broker or other holder of record, you may give the bank, broker or other holder of record voting instructions, and the bank, broker or other holder of record must vote as you direct. Under applicable rules, banks, brokers or other holders of record have the discretion to vote such shares on routine matters, but not on non-routine matters. The Merger Proposal and the Adjournment Proposal are non-routine matters, and, therefore, a bank, broker or other holder of record is not entitled to vote shares held for a beneficial owner on any matters to be voted on at the special meeting unless the bank, broker or other holder of record receives instructions from the beneficial owner of shares of Company Common Stock.

A broker non-vote occurs when shares held through a bank, broker or other holder of record are voted on routine matters but are not voted on non-routine matters because the bank, broker or other holder of record (i) has not received voting instructions from the stockholder who beneficially owns the shares and (ii) lacks the authority to vote the shares in its discretion on such non-routine matters. Because there are no routine matters at the special meeting, we do not expect there to be any broker non-votes at the special meeting.

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. An abstention will have the same effect as a vote “AGAINST” the Merger Proposal and the Adjournment Proposal.

A proxy is a Company Stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. If you are a Company Stockholder of record, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares of Company Common Stock beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote your shares “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, in accordance with the recommendations of the Company Board. Submitting a proxy without indicating any voting instructions will constitute a waiver of your appraisal rights with respect to the shares so voted.

If you are a registered stockholder, you may revoke your proxy or change your vote:

Any written notice of revocation should be sent to: Bowman Consulting Group Ltd., 12355 Sunrise Valley Drive, Suite 520, Reston, Virginia 20191, Attention: Corporate Secretary.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the special meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote at the special meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee, or you may vote at the special meeting by following the procedures described above.

The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL as of the close of business on the Record Date is required to approve the Merger Proposal. Accordingly, a Company Stockholder’s failure to vote by proxy or to vote virtually at the special meeting, as well as an abstention or broker non-vote, if any, with regard to the Merger Proposal, will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

The affirmative vote of the holders of a majority of the shares of Company Common Stock present virtually or represented by proxy at the special meeting and entitled to vote on the matter is required to approve the Adjournment Proposal. Accordingly, an abstention will have the same effect as a vote “AGAINST” the approval of the Adjournment Proposal, and a Company Stockholder’s failure to vote by proxy or to vote virtually at the special meeting, as well as a broker non-vote, if any, with regard to the Adjournment Proposal will have no effect on the Adjournment Proposal.

No other business will be presented at the special meeting.

The accompanying proxy is solicited by and on behalf of the Company Board, and the entire cost of our solicitation will be borne by the Company. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our directors, officers, and other employees who will not be specially compensated for these services. We will also request that banks, brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by the banks, brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities. The Company has retained MacKenzie Partners, Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies and provide related advice and informational support during the solicitation process, for a fee of approximately $17,500, plus additional variable fees for additional services as requested by the Company.

We will announce the results for the proposals voted upon at the special meeting and publish final detailed voting results in a Form 8-K filed with the SEC within four business days after the special meeting.

A representative of Broadridge, our inspector of election, will tabulate and certify the votes.

The Company has adopted a procedure called “householding,” which the SEC has approved. Under this procedure, stockholders of record who have the same address and last name will receive only one copy of our proxy materials, unless one or more of the Company Stockholders notifies us that they wish to continue receiving individual copies.

If you participate in householding and wish to receive a separate copy of the proxy materials for the special meeting, or if you do not wish to participate in householding and prefer to receive separate copies of proxy materials in the future (if the Merger is not consummated), please contact our transfer agent, Equiniti Trust Company, LLC (“EQ”), 48 Wall Street, 22nd Floor, New York, NY 10005, or by calling EQ at (800) 937-5449.

For further information, see the section of this proxy statement entitled “Householding.”

After you carefully read this proxy statement, please respond by submitting your proxy by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you hold your shares in street name through a bank, broker or other nominee, follow the directions given by the bank, broker or other nominee regarding how to instruct them to vote your shares. In order to ensure that your vote is recorded, please submit your proxy as instructed on your proxy card even if you currently plan to attend the special meeting virtually.

If you have any questions concerning the Merger, the special meeting or this proxy statement, would like additional copies of the accompanying proxy statement or need help submitting your proxy or voting your shares of Company Common Stock, please contact the Company’s proxy solicitor:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, New York 10001

Telephone: 1-800-322-2885

Email: proxy@mackenziepartners.com

The Company is seeking approval of the Merger Proposal at the special meeting. Company Stockholders are encouraged to carefully read this proxy statement in its entirety, including the annexes attached to this proxy statement, for detailed information regarding the Merger Agreement and the transactions related thereto. In particular, the Company directs each Company Stockholder to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement, and the sections of this proxy statement captioned “Summary Term Sheet,” “The Merger,” “The Merger Agreement,” and “Certain Agreements Related to the Merger.”

The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL as of the close of business on the Record Date is required to approve the Merger Proposal. Accordingly, a Company Stockholder’s failure to vote by proxy or to vote virtually at the special meeting, as well as an abstention or broker non-vote, if any, with regard to the Merger Proposal, will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

The Company Board unanimously recommends that you vote “FOR” the Merger Proposal.

If the Merger Proposal is not approved by the Company Stockholders, the Merger will not be completed, and a termination fee may become payable by the Company, in addition to other potential consequences. For more information on the effects of the failure of the Merger to be completed, see the section of this proxy statement captioned “The Merger—Effects on the Company if the Merger is Not Completed.”

The Adjournment Proposal, if approved, will allow the Company Board to adjourn the special meeting to a later date if it is necessary to solicit additional votes in order to approve the Merger Proposal.

The affirmative vote of the holders of a majority of the shares of Company Common Stock present virtually or represented by proxy at the special meeting and entitled to vote on the matter is required to approve the Adjournment Proposal. Accordingly, an abstention will have the same effect as a vote “AGAINST” the approval of the Adjournment Proposal, and a Company Stockholder’s failure to vote by proxy or to vote virtually at the special meeting, as well as a broker non-vote, if any, with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal.

The Company Board unanimously recommends that you vote “FOR” the approval of the Adjournment Proposal.

If the Adjournment Proposal is not approved by the Company Stockholders, the Company Board may not be able to adjourn the special meeting to a later date in the event there are insufficient votes to approve the Merger Proposal.

The special meeting of Company Stockholders will be held on [•], 2026, at 9:30 a.m., Eastern time, conducted via live webcast. The virtual meeting format allows all of our stockholders the opportunity to participate in the special meeting no matter where they are located. You will be able to attend the special meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/BWMN2026SM.

The items of business scheduled to be voted on at the special meeting are the Merger Proposal and the Adjournment Proposal. No other business will be presented at the special meeting. Company Stockholders must approve the Merger Proposal in order for the Merger to be consummated. Approval of the Adjournment Proposal is not a condition to the consummation of the Merger.

The special meeting will be held in a virtual only meeting format. Stockholders will not be able to physically attend the special meeting.

To participate in and vote at the special meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 9:30 a.m., Eastern time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:15 a.m., Eastern time, and you should allow ample time for the check-in procedures. If you experience any technical difficulties during the meeting, a toll free number will be available on our virtual stockholder meeting site for assistance.

If your shares are held in the name of a bank, broker or other holder of record, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in the meeting.

If you lose your 16-digit control number, you may join the special meeting as a “Guest,” but you will not be able to vote, ask questions, or access the list of stockholders as of the Record Date.

The Record Date for the special meeting is [•], 2026. You are entitled to vote at the special meeting only if you were a Company Stockholder at the close of business on the Record Date, or if you hold a valid proxy for the special meeting. Each outstanding share of Company Common Stock is entitled to one vote for all matters before the special meeting. At the close of business on the Record Date, there were [•] shares of Company Common Stock issued and outstanding and entitled to vote at the special meeting.

A complete list of stockholders entitled to vote at the special meeting will be available for examination by any stockholder for a period of 10 days prior to the special meeting for any purpose germane to the meeting, during ordinary business hours, at the principal executive offices of the Company located at 12355 Sunrise Valley Drive, Suite 520, Reston, Virginia 20191, and during the special meeting via the Internet at www.virtualshareholdermeeting.com/BWMN2026SM.

To conduct business at the special meeting, a majority in voting power of the shares of the Company entitled to vote at the special meeting must be present virtually or represented by proxy. This is known as a “quorum.” Abstentions and broker non-votes, if any, will count toward establishing a quorum.

The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in accordance with the DGCL as of the close of business on the Record Date is required to approve the Merger Proposal. Accordingly, a Company Stockholder’s failure to vote by proxy or to vote virtually at the special meeting, as well as an abstention or broker non-vote, if any, with regard to the Merger Proposal, will have the same effect as a vote “AGAINST” the approval of the Merger Proposal.

The affirmative vote of the holders of a majority of the shares of Company Common Stock present virtually or represented by proxy at the special meeting and entitled to vote on the matter is required to approve the Adjournment Proposal. Accordingly, an abstention will have the same effect as a vote “AGAINST” the approval of the Adjournment Proposal, and a Company Stockholder’s failure to vote by proxy or to vote virtually at the special meeting, as well as a broker non-vote, if any, with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal.

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum.

If you have shares of Company Common Stock that are held by a bank, broker or other holder of record, you may give the bank, broker or other holder of record voting instructions, and the bank, broker or other holder of record must vote as you direct. Under applicable rules, banks, brokers or other holders of record have the discretion to vote such shares on routine matters, but not on non-routine matters. The Merger Proposal and the Adjournment Proposal are non-routine matters, and, therefore, a bank, broker or other holder of record is not entitled to vote shares held for a beneficial owner on any matters to be voted on at the special meeting unless the bank, broker or other holder of record receives instructions from the beneficial owner of shares of Company Common Stock.

A broker non-vote occurs when shares held through a bank, broker or other holder of record are voted on routine matters but are not voted on non-routine matters because the bank, broker or other holder of record (i) has not received voting instructions from the stockholder who beneficially owns the shares and (ii) lacks the authority to vote the shares in its discretion on such non-routine matters. Because there are no routine matters at the special meeting, we do not expect there to be any broker non-votes at the special meeting.

Your vote is especially important. If your shares are held by a bank, broker or other holder of record, your bank, broker or other holder of record cannot vote your shares for the Merger Proposal or the Adjournment Proposal unless you provide voting instructions. Therefore, please instruct your bank, broker or other holder of record regarding how to vote your shares on this matter promptly.

As of [•], 2026, the Company’s executive officers and directors beneficially owned, in the aggregate, [•] shares of Company Common Stock, collectively representing approximately [•]% of the voting power of the shares of Company Common Stock outstanding as of [•], 2026. Concurrently with the execution of the Merger Agreement, each of Gary Bowman, the Company’s Chief Executive Officer and Founder, and Bruce Labovitz, the Company’s Chief Financial Officer and Treasurer, entered into a Support Agreement with Parent, pursuant to which, among other things and on the terms and subject to the conditions therein, Mr. Bowman and Mr. Labovitz each agreed to vote all shares of Company Common Stock that they beneficially own in favor of, among other things, the Merger Proposal. Although none of the other directors or executive officers is obligated to vote to approve the Merger Proposal or the Adjournment Proposal, we currently expect that each of these individuals will vote all of his or her shares of Company Common Stock “FOR” each of the proposals to be presented at the special meeting.

You are entitled to vote at the special meeting only if you were a Company Stockholder at the close of business on the Record Date, or if you hold a valid proxy for the special meeting.

If you are a stockholder of record, to vote by proxy, you have a choice of voting over the Internet, by telephone or by mail.

If you choose to vote prior to the meeting through the Internet or by telephone, please remember to submit your vote by 11:59 p.m. Eastern time, on [•], 2026 to ensure that your vote is counted.

The enclosed proxy designates Bruce Labovitz, our Chief Financial Officer, and Elizabeth Abdoo, our Chief Legal Officer and Secretary, to hold your proxy and vote your shares. If you properly complete your proxy card and send it to us in time to vote or timely grant your proxy via the Internet or by telephone, your proxy holder will vote your shares as you have instructed. If you do not give voting instructions for the Merger Proposal, then your proxy holder will vote your shares “FOR” the Merger Proposal, which will constitute a waiver of appraisal rights in respect of the shares so voted. If you do not give voting instructions for the Adjournment Proposal, then your proxy holder will vote your shares “FOR” the Adjournment Proposal.

If your shares are held in street name through a bank, broker or other nominee, you will receive instructions on how to vote from the bank, broker or other nominee. You must follow their instructions in order for your shares to be voted. Internet and telephone voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are held in street name and you would like to vote at the special meeting, you may visit www.virtualshareholdermeeting.com/BWMN2026SM and enter the 16-digit control number included in the voting instruction card provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the special meeting, which will have the same effect as a vote “AGAINST” the approval of the Merger Proposal. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Company Board.

If you are a registered stockholder, you may revoke your proxy or change your vote:

Any written notice of revocation should be sent to: Bowman Consulting Group Ltd., 12355 Sunrise Valley Drive, Suite 520, Reston, Virginia 20191, Attention: Corporate Secretary.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the special meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote at the special meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee, or you may vote at the special meeting by following the procedures described above.

If a quorum is not present at the scheduled time of the special meeting or if there are not sufficient votes for the approval of the Merger Proposal, the Company expects that the special meeting will be adjourned by the chairman of the special meeting to solicit additional proxies. In addition, if a quorum is not present at the scheduled time of the special meeting, the stockholders entitled to vote at the meeting, present virtually or represented by proxy, by the affirmative vote of a majority in voting power thereof, may adjourn the special meeting.

In addition, the special meeting could be postponed before it commences, subject to the terms of the Merger Agreement. Under the Merger Agreement, the Company may postpone or adjourn the special meeting on no more than

two occasions (and shall postpone or adjourn the special meeting at Parent’s request under clauses (i) or (ii) below, on no more than one occasion, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that such postponement or adjournment would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law), including (i) if the Company reasonably believes, after consultation with Parent, it is necessary to solicit additional votes in order to obtain the Requisite Stockholder Approval; (ii) if an insufficient number of shares of Company Common Stock are present or represented by proxy at the special meeting to constitute a quorum; (iii) if the Company is required to postpone or adjourn the special meeting by applicable Law or a request from the SEC or its staff; (iv) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to the Company Stockholders within a reasonable amount of time in advance of the special meeting; or (v) if there has been a Recommendation Change. No single postponement or adjournment may exceed 10 Business Days (unless required by applicable Law) or extend beyond the date that is three Business Days prior to the Termination Date. If the special meeting is adjourned or postponed, Company Stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

The Company Board has unanimously (i) determined that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and the Company Stockholders, (ii) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into the Merger Agreement and the other Transaction Documents to which the Company is a party, (iii) approved the execution and delivery by the Company of the Merger Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (iv) resolved to recommend that the Company Stockholders adopt the Merger Agreement in accordance with the DGCL, upon the terms and subject to the conditions of the Merger Agreement, and (v) directed that the Merger Agreement be submitted to the Company Stockholders for their adoption upon the terms and subject to the conditions of the Merger Agreement.

The Company Board unanimously recommends that you vote “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

For further information on the Company Board’s recommendation and reasons for the Merger, see the section of this proxy statement captioned “The Merger—Recommendation of the Company Board and Reasons for the Merger.”

The accompanying proxy is solicited by and on behalf of the Company Board, and the entire cost of our solicitation will be borne by the Company. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not be specially compensated for these services. We will also request that banks, brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by the banks, brokers, nominees, custodians and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities. The Company has retained MacKenzie Partners, Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies and provide related advice and informational support during the solicitation process, for a fee of approximately $17,500, plus additional variable fees for additional services as requested by the Company.

The Company and Parent are working to complete the Merger as soon as possible. As described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger,” certain closing conditions must be satisfied or waived before the parties can complete the Merger. Assuming timely satisfaction or waiver of the closing conditions, the Merger is currently expected to close in the fourth quarter of calendar year 2026. However, the exact timing of completion of the Merger, and whether it will be completed at all, cannot be known with certainty because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of the control of the Company.

If you are a holder of record or beneficial owner of Company Common Stock, you are entitled to appraisal rights under Section 262 of the DGCL in connection with the Merger, provided that you meet the requirements and follow the procedures prescribed by Section 262 of the DGCL. For a complete discussion of appraisal rights and the procedures to

be followed to properly demand and perfect appraisal rights, see the section of this proxy statement captioned “Appraisal Rights.” A copy of Section 262 of the DGCL can be accessed without subscription or cost at the following URL: https://www.delcode.delaware.gov/title8/c001/sc09/index.html#262. Due to the complexity of the appraisal process and the procedures to be followed, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL may result in the loss of your appraisal rights.

Except as otherwise required by law, only the matters set forth in the Notice of Special Meeting of Stockholders may be brought before the special meeting.

If you have any questions concerning the Merger, the special meeting or this proxy statement, would like additional copies of the accompanying proxy statement, or need help submitting your proxy or voting your shares of Company Common Stock, please contact

MacKenzie Partners, Inc.

7 Penn Plaza

New York, New York 10001

Telephone: 1-800-322-2885

Email: proxy@mackenziepartners.com

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

Bowman Consulting Group Ltd.

12355 Sunrise Valley Drive

Suite 520

Reston, Virginia 20191

Phone: (703) 464-1000

The Company is a professional services firm delivering innovative solutions to the marketplace of customers who own, develop and maintain the built environment. Within that arena, the Company provides planning, design, engineering, geospatial, survey, construction management, environmental consulting and land procurement services to markets that encompass the buildings in which people live, work and learn; as well as the systems that provide water, electricity and other vital services, and the roads, bridges, and transportation systems used to get from place to place. The Company’s headquarters is located in Reston, VA and the Company has over 100 offices throughout the United States and four offices in Mexico. To learn more, see the section of this proxy statement captioned “Where You Can Find More Information.”

Company Common Stock is traded on Nasdaq under the symbol “BWMN.”

Parent is a Delaware corporation and was formed solely for the purpose of entering into the Merger Agreement and completing the Merger and the other transactions contemplated by the Merger Agreement. Parent is affiliated with Bernhard. Parent has not engaged in any business activities other than activities incidental to its formation and in connection with the Merger and the other transactions contemplated by the Merger Agreement. The principal executive offices of Parent are located at 400 Convention Street, Suite 1010, Baton Rouge, LA 70802.

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent. Merger Sub was formed solely for the purpose of entering into the Merger Agreement and engaging in the Merger and, prior to the Effective Time, will not have engaged in any other business activities and will have incurred no liabilities or obligations other than as contemplated by the Merger Agreement. Upon the completion of the Merger, Merger Sub will cease to exist, and the Company will continue as the Surviving Corporation.

If the conditions to the Closing are satisfied or waived (where permissible pursuant to applicable Law) and the Merger is consummated, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease, and the Company will continue as the Surviving Corporation. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent, the Company Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, and the Company will no longer file periodic or other reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation. For more information on the effects of the Merger on your shares of Company Common Stock, please see the section of this proxy statement entitled “The Merger Agreement—Merger Consideration.”

Following the Merger, all of the equity interests in the Surviving Corporation will be owned by Parent. If the Merger is completed, Parent will be the sole beneficiary of the Surviving Corporation’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting the Surviving Corporation following the Merger. Similarly, Parent will also bear the risks of ongoing operations, including the risks of any decrease in the Surviving Corporation’s value after the Merger. In connection with the Merger, certain members of the Company’s management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of the Company Stockholders generally, as described in more detail in the section of this proxy statement entitled “The Merger—Interests of the Company’s Non-Employee Directors and Executive Officers in the Merger.”

Any record holder of Company Common Stock or beneficial owner of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such person who has neither voted in favor of the Merger nor consented

thereto in writing and who is entitled to demand and has properly and validly exercised and not validly withdrawn or otherwise lost his, her or its statutory rights of appraisal in respect of his, her or its Company Common Stock will be entitled to receive payment of the appraised value of such Company Common Stock in accordance with the provisions of Section 262 of the DGCL. However, given that the shares of Company Common Stock are listed on Nasdaq (and assuming such shares remain so listed until the Effective Time), the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders or beneficial owners of shares of Company Common Stock who are otherwise entitled to appraisal rights unless either (i) the total number of shares entitled to appraisal exceeds one percent of the outstanding shares of the Company Common Stock or (ii) the value of the merger consideration in respect of such total number of shares exceeds $1,000,000. For more information, please see the section of this proxy statement entitled “Appraisal Rights.”

At the Effective Time:

Immediately following the Effective Time, Parent will cause:

For further information, see the section of this proxy statement entitled “The Merger Agreement—Directors and Officers; Certificate of Incorporation; Bylaws.”

Immediately prior to the Effective Time, each Company Restricted Stock Award that is outstanding immediately prior to the Effective Time will become fully vested and free of restrictions, be cancelled, and convert into the right to receive a lump sum cash payment, without interest, equal to the product of (i) the Per Share Price multiplied by (ii) the number of shares of Company Common Stock subject to such Company Restricted Stock Award (collectively, the “Company Restricted Stock Award Consideration”); provided, that, any such Company Restricted Stock Award granted after July 4, 2026 (the “Crystallized Company Restricted Stock Awards”), will not become fully vested and free of restrictions and any such Company Restricted Stock Award Consideration related to such Crystallized Company Restricted Stock Awards will remain subject to the same vesting terms and conditions that applied immediately prior to the Effective Time, including the requirement of continued service with the Surviving Corporation or its Subsidiaries through the applicable vesting date, and the applicable cash amounts will be paid out, without interest and subject to applicable withholding taxes, on the next regular payroll date following the applicable vesting dates.

Immediately prior to the Effective Time, each Company PRSU that is outstanding immediately prior to the Effective Time will, automatically and without any action required on the part of the holder of such Company PRSU, become fully vested with respect to that number of shares of Company Common Stock based on the number of shares awarded and not the achievement of performance levels. Immediately thereafter, each Company PRSU will be cancelled, and converted into the right to receive, with respect to each share of Company Common Stock underlying such Company PRSU, a lump sum cash payment, without interest, equal to the Per Share Price (collectively, the “Company PRSU Consideration” and together with the Company Restricted Stock Award Consideration, the “Equity Award Consideration”).

At or prior to the Closing, Parent shall deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate Equity Award Consideration owed to all holders of Company Equity Awards pursuant to the Merger Agreement. The Surviving Corporation or its Subsidiaries, as applicable, shall pay no later than the first regularly scheduled payroll date that is at least three Business Days following the Closing Date the Equity Award Consideration payable with respect to each of the Company Equity Awards through the Company Group’s payroll to the applicable holders thereof or, with respect to current and former non-employee service providers, through

the Company Group’s payment system used for such service providers (provided, that notwithstanding the foregoing, any payment in respect of any Company Equity Award that, immediately prior to its cancellation, constitutes “nonqualified deferred compensation” subject to Section 409A of the Code will be made in compliance with Section 409A of the Code, including on the applicable original settlement date for such Company Equity Award if required in order to comply with Section 409A of the Code). All such amounts will be paid less any required withholding and other authorized deductions.

The Merger Agreement provides that, with respect to the Company ESPP, as soon as practicable following the date of the Merger Agreement, the Company Board (or, if appropriate, the committee administering the Company ESPP) will take all actions necessary to provide that (i) except for the offering period in effect on the date of the Merger Agreement, no new offering period will commence under the Company ESPP unless the Merger Agreement is terminated; (ii) from and after the date of the Merger Agreement, no new participants will be permitted to participate in the Company ESPP, and participants will not be permitted to increase their payroll deductions or purchase elections from those in effect on the date of the Merger Agreement or make separate nonpayroll contributions on or following the date of the Merger Agreement, and (iii) subject to the consummation of the transactions contemplated by the Merger Agreement, the Company ESPP will terminate as of immediately prior to the Effective Time. If the Effective Time occurs: (A) during the offering period in effect on the date of the Merger Agreement, (x) the final exercise date(s) under the Company ESPP will be accelerated to a date before the Closing Date as specified by the Company Board or its designated committee in consultation with Parent and in accordance with the terms of the Company ESPP, and (y) each Company ESPP participant’s accumulated contributions under the Company ESPP will be used to purchase whole shares of Company Common Stock in accordance with the terms of the Company ESPP as of such final exercise date, which shares of Company Common Stock, to the extent outstanding immediately prior to the Effective Time, will be cancelled at the Effective Time in exchange for the right to receive the Per Share Price; or (B) after the end of the offering period in effect on the date of the Merger Agreement, the Company ESPP will be suspended as of the end of such offering period, and no new offering period will be commenced under the Company ESPP prior to the termination of the Merger Agreement. As promptly as practicable following the purchase of shares of Company Common Stock in accordance with the foregoing clause (A), the Company will return to each participant the funds, if any, that remain in such participant’s account after such purchase.

If the Merger is not completed for any reason, the Company Stockholders will not be entitled to, nor will they receive, any payment for their shares of Company Common Stock in connection with the Merger. Instead, (i) the Company will remain a public company, (ii) the Company Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and (iii) the Company will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, the Company expects that (a) our management will continue to operate the business as it is currently being operated, (b) the Company Board will continue to evaluate and review, among other things, the Company’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate, and (c) the Company Stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which the Company operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the Company’s business, prospects or results of operation may be adversely impacted, and the price of Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Company Common Stock would return to the price at which the Company Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Company Common Stock. In addition, in specified circumstances in which the Merger Agreement is terminated, the Company will be required to pay Parent a termination fee as more fully described in the sections of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Company Termination Fee.”

The following chronology summarizes the key meetings, negotiations, and other events that led to the execution of the Merger Agreement, as well as certain subsequent developments. This chronology does not purport to catalogue every

conversation or communication among members of the Company Board, the Company’s management, the Company’s advisors and other representatives, Bernhard, or other parties and their respective affiliates, advisors, and representatives.

Since the Company Common Stock was listed on Nasdaq in May 2021, the Company Board and members of the Company’s management, with the assistance of their advisors, have regularly reviewed the Company’s business, operations, competitive position, financial performance, and prospects, as well as the competitive landscape in which the Company operates, industry and market dynamics, and the Company’s long-term strategic objectives. These reviews have included, among other matters, evaluations of potential strategic opportunities; discussions from time to time with other parties regarding possible acquisitions, business combinations, and other strategic alternatives; and the continued execution and refinement of the Company’s strategy as a standalone public company.

In mid-2024, representatives of BofA Securities and members of the Company’s management discussed industry updates and general market dynamics relevant to the Company’s sector, which included observations regarding take-privates in the industry.

Under the Company Board’s direction, from late 2024 through 2025, the Company, supported by BofA Securities, held preliminary discussions with certain parties that had contacted either the Company or BofA Securities regarding a potential strategic transaction with the Company. The following is a summary of those discussions:

In March 2025, a representative of BofA Securities notified Bruce Labovitz, Chief Financial Officer and Treasurer of the Company, that a financial sponsor (“Party A”) had expressed interest in exploring a potential transaction with the Company. Following this initial contact, the Company Board authorized Gary Bowman, Chief Executive Officer and Founder of the Company, and Mr. Labovitz to meet with representatives of Party A.

On April 16, 2025, the Company Board met, with members of the Company’s management and representatives of Latham & Watkins LLP (“Latham”), legal advisor to the Company, in attendance. During the meeting, in light of Party A’s expression of interest in exploring a potential transaction with the Company, representatives of Latham reviewed the Company Board members’ fiduciary duties in connection with a potential strategic transaction.

That same day, a representative of BofA Securities notified Mr. Labovitz that a strategic party (“Party B”) had expressed interest in expanding its footprint in the United States and exploring a potential transaction with the Company. At the Company’s direction, BofA Securities thereafter facilitated an introduction between the Company and the Chief Executive Officer of Party B.

On April 29, 2025, Mr. Bowman and Mr. Labovitz met with the Chief Executive Officer of Party B at the offices of BofA Securities to discuss Party B’s interest and the Company’s operations.

On April 30, 2025, Mr. Bowman and Mr. Labovitz met with representatives of Party A, with representatives of BofA Securities in attendance, to discuss Party A’s interest and the Company’s business.

On May 23, 2025, the Company Board met for a regularly scheduled quarterly meeting, with members of the Company’s management and representatives of Latham in attendance. During the meeting, the Company Board discussed Party A’s and Party B’s expressions of interest in the Company and the meetings that had taken place during April 2025 between Mr. Bowman, Mr. Labovitz, and representatives of BofA Securities, on the one hand, and each of Party A and Party B, on the other hand. The Company Board then met in executive session with the representatives of Latham.

On June 9, 2025, after conducting due diligence based on publicly available information, Party A sent the Company a letter reiterating its interest in engaging in discussions regarding a potential take-private transaction (the “Party A Letter”). The letter did not include a specific proposal or indication of value for the Company, but did indicate that Party A desired to enter into a confidentiality agreement and begin discussions with the Company.

On June 17, 2025, the Company Board met, with representatives of the Company’s management in attendance, to discuss the Party A Letter. During the meeting, members of the Company’s management reminded the Company Board of the meeting between Party A, representatives of BofA Securities and Messrs. Bowman and Labovitz, and reviewed the potential diligence materials to be provided to Party A, if the Company Board were to authorize the Company to enter into a confidentiality agreement with Party A. The Company Board and members of the Company’s management then discussed potential responses to the Party A Letter, noting that any confidentiality agreement would contain a

“standstill” provision. After discussion, the Company Board directed the Company’s management to negotiate and enter into a confidentiality agreement with Party A to permit Party A to conduct limited due diligence, in accordance with the discussion at the meeting.

The Company and Party A entered into such agreement on June 25, 2025, which included a standstill provision that expired on June 25, 2026. Over the following approximately six weeks, Party A conducted due diligence on the Company. On or about August 11, 2025, Party A informed the Company that it would not be submitting a proposal, citing the then-current trading price of the Company Common Stock. Party A did not provide a specific price at which it would have been willing to transact. On August 11, 2025, the closing price of the Company Common Stock on Nasdaq was $37.46.

In June 2025, the Company Board authorized the Company to execute a confidentiality agreement with Party B to permit Party B to conduct limited due diligence. On June 19, 2025, the Company and Party B executed a mutual confidentiality agreement, which included a limited restriction on Party B’s trading of the Company’s securities. Due diligence discussions between the Company and Party B occurred throughout June and July 2025. In early August 2025, Party B informed the Company that it would not be in a position to submit a proposal, citing the anticipated cost of such a transaction. Party B did not submit a specific proposal or indication of value for the Company.

In August 2025, the Company was approached on an unsolicited basis by another financial sponsor (“Party C”). On August 11, 2025, the Company received a letter from Party C expressing interest in performing limited due diligence in advance of potentially presenting a preliminary, non-binding indication of interest to acquire the Company, which was provided to the Company Board. Shortly thereafter, Party C informed the Company that it was no longer interested in pursuing a potential transaction, citing the anticipated cost of such a transaction. Party C did not submit a specific proposal or indication of value for the Company.

In August 2025, the Company was approached on an unsolicited basis by another strategic party (“Party D”), which expressed interest in a potential business combination transaction.

On August 13, 2025, the Company received a preliminary, non-binding indication of interest from Party D expressing interest in a potential business combination transaction in which the Company would remain publicly traded, but the Company Stockholders would own, collectively, a minority interest in the combined enterprise. The Company Board thereafter authorized the Company to execute a confidentiality agreement with Party D to permit the parties to conduct limited, mutual due diligence.

On August 22, 2025, the Company and Party D entered into a mutual confidentiality agreement, which included a standstill provision that expired on August 22, 2026. Thereafter, the parties commenced mutual due diligence with respect to each party’s business. In early September 2025, the parties concluded that they were unable to agree on terms that would be mutually acceptable.

In November 2025, another financial sponsor (“Party E”) contacted the Company on an unsolicited basis. At the time, both parties were independently pursuing an acquisition of the same third-party target, and Party E expressed interest in providing financing to the Company in the form of a convertible preferred equity instrument in connection with such potential acquisition. On November 30, 2025, the parties entered into a mutual confidentiality agreement to facilitate discussions regarding this potential financing arrangement. These discussions continued into early 2026. In February 2026, the Company and Party E determined not to proceed with the acquisition of the third-party target. In March 2026, Party E expressed interest in exploring a potential take-private transaction involving the Company; however, Party E did not submit a written indication of interest or propose specific terms. In late April 2026, Party E informed the Company that it was no longer interested in pursuing a potential take-private transaction.

In mid-2024, the Company engaged in discussions with Jonathan Parnell regarding his potentially joining the Company. Mr. Parnell did not join the Company, and subsequently joined Bernhard as a Managing Director. Mr. Parnell identified another candidate to the Company, who was subsequently hired by the Company. Mr. Parnell and Mr. Bowman remained in periodic social contact thereafter.

On February 17, 2026, the Company publicly announced that Mr. Bowman intended to retire from the Company and resign as a director of the Company later in 2026. The Company also announced that the Company Board had initiated a formal search process to identify a successor Chief Executive Officer. The Company’s Nominating and Governance Committee subsequently engaged an outside search firm and began to identify potential candidates to succeed Mr. Bowman.

In early March 2026, Mr. Parnell arranged a dinner meeting among himself, Mr. Bowman and two other Bernhard partners, and explained to Mr. Bowman that Bernhard wished to learn more about the Company.

On March 10, 2026, Mr. Bowman and Mr. Labovitz met for dinner with Mr. Parnell and two other Bernhard partners. During the dinner, the representatives of Bernhard informed Mr. Bowman and Mr. Labovitz that Bernhard had conducted extensive research and analysis on the Company based on publicly available information and was evaluating a potential take-private transaction, but did not provide any specific terms of a potential proposal.

In the weeks and months following the March 10 dinner, Messrs. Bowman and Parnell frequently communicated regarding the process and status of the Company and Bernhard’s respective evaluations of a potential transaction and related matters.

On March 20, 2026, Mr. Parnell, on behalf of Bernhard, submitted a non-binding indication of interest (the “Initial Bernhard Proposal”) to Mr. Bowman proposing to acquire all outstanding shares of Company Common Stock at a price of $33.05 per share in cash, subject to certain assumptions and completion of further due diligence. The Initial Bernhard Proposal also contemplated customary post-closing arrangements, including potential equity incentive arrangements, and proposed a 60-day exclusivity period to conduct due diligence on the Company and negotiate definitive documentation. On March 20, 2026, the closing price of the Company Common Stock on Nasdaq was $27.06.

Later that day, Mr. Bowman and Mr. Labovitz discussed certain assumptions contained in the Initial Bernhard Proposal with Mr. Parnell. Mr. Bowman and Mr. Parnell spoke twice more that afternoon. During those discussions, Mr. Parnell reemphasized Bernhard’s interest in pursuing a potential transaction, and Mr. Bowman indicated that management was likely to recommend that the Company Board not engage with Bernhard on the terms presented in the Initial Bernhard Proposal. Following those discussions, Mr. Bowman shared the Initial Bernhard Proposal with the Company Board. Between the evening of March 20, 2026, and the morning of March 24, 2026, Mr. Bowman corresponded with members of the Company Board and representatives of Latham regarding the Initial Bernhard Proposal and the Company’s potential response.

On March 24, 2026, Mr. Bowman sent a letter to Bernhard, on behalf of the Company Board, stating that the Company Board, together with the Company’s management and outside advisors, had reviewed the Initial Bernhard Proposal and, after careful consideration, determined that it did not reflect a valuation or terms that the Company believed would warrant further engagement at that time, and that the Company did not intend to pursue discussions regarding the Initial Bernhard Proposal.

On March 28, 2026, Mr. Parnell informed Mr. Bowman that Bernhard planned to submit an amendment to the Initial Bernhard Proposal. Later that day, Bernhard submitted an addendum to the Initial Bernhard Proposal (the “Second Bernhard Proposal”), increasing the proposed price to $38.00 per share in cash. On March 30, 2026, the first trading day following receipt of the Second Bernhard Proposal, the closing price of the Company Common Stock on Nasdaq was $27.90.

On March 29, 2026, Mr. Bowman and James Laurito, Chairman of the Company Board, discussed the Second Bernhard Proposal and potential next steps. The following day, Mr. Bowman shared the Second Bernhard Proposal with the Company Board.

At the request of independent directors, the Company Board determined to discuss the Second Bernhard Proposal at a meeting and gather additional information from advisors and management.

On April 3, 2026, the Company Board met, with members of the Company’s management and representatives of Latham in attendance. During the meeting, the Company’s management summarized the Second Bernhard Proposal and provided the Company Board with its views on a potential transaction. Representatives of Latham reviewed the Company Board members’ fiduciary duties in connection with a potential strategic transaction and provided an overview of potential alternatives available to the Company in response to the Second Bernhard Proposal. Following discussion, the Company Board decided to gather further information regarding the Company’s valuation and alternatives and to reconvene to discuss the Second Bernhard Proposal further.

Later that day, Mr. Bowman informed representatives of Bernhard that the Company Board had met to review the Second Bernhard Proposal and had determined to continue to consider its terms, and that the Company would respond in the near term.

On April 6, 2026, Mr. Labovitz notified the Company Board that the Company’s management, with assistance from representatives of BofA Securities, was preparing certain financial projections of the Company to assist the Company Board in its evaluation of the Second Bernhard Proposal.

On April 13, 2026, Mr. Bowman and Mr. Parnell discussed the status of the Company’s review of the Second Bernhard Proposal. During this discussion, Mr. Bowman informed Mr. Parnell that the Company Board had scheduled a meeting for April 17, 2026, and that representatives of BofA Securities were expected to attend the meeting and present to the Company Board.

On April 16, 2026, the Company’s management provided BofA Securities with certain unaudited prospective financial information for the Company for fiscal years 2026 through 2031 (the “April 2026 Projections”) for use in its presentation to the Company Board at the meeting scheduled for April 17, 2026. Thereafter, the Company’s management, with assistance from representatives of BofA Securities, revised the April 2026 Projections to reflect additional assumptions and updates, which were finalized on June 5, 2026 (the “June 2026 Projections”), prior to the Company’s in-person meeting with Bernhard that day. For more information regarding the April 2026 Projections and the June 2026 Projections, see the section of this proxy statement captioned “The Merger—Certain Unaudited Financial Projections.”

On April 16, 2026, BofA Securities provided the Company Board with customary disclosures regarding its material investment banking relationships with the Company, Bernhard, and Party E. Based on its review of these disclosures (and, later, the updated disclosures provided on July 28, 2026), the Company Board concluded that there were no conflicts of interest that would impede the ability of BofA Securities to serve as the Company’s financial advisor in connection with its review of the Second Bernhard Proposal and potential other strategic alternatives that may be available. For more information regarding these disclosures, see the section of this proxy statement captioned “The Merger—Opinion of Financial Advisor to the Company.”

On April 17, 2026, the Company Board met, with members of the Company’s management and representatives of Latham in attendance. During the meeting, the Company Board discussed potential advisor choices and relevant qualifications, including the views of senior management. The Company Board and the Company’s management then reviewed the disclosures provided by BofA Securities regarding its material investment banking relationships, as well as the terms of a proposed engagement letter for BofA Securities to serve as the Company’s financial advisor. Following these discussions, and based on BofA Securities’ relevant industry experience, expertise and qualifications in mergers and acquisitions, valuation, financing and capital markets, BofA Securities’ historical relationship with, and knowledge of, the Company, and the risk of a potential leak that could come with interviewing additional investment banks as potential financial advisors, the Company Board determined to engage BofA Securities to assist it in its review of the Second Bernhard Proposal and other potential strategic alternatives that may be available to it. Following discussion, the Company Board unanimously authorized and directed management to enter into such engagement letter with BofA Securities. Representatives of BofA Securities then joined the meeting and provided an overview of the Company’s position in its sector, the April 2026 Projections and the key assumptions underlying them, as well as preliminary valuation perspectives based on the April 2026 Projections. BofA Securities also provided an overview of potential responses to the Second Bernhard Proposal, including a comparison of a pre-signing market check and a go-shop provision, with a description of each approach, selected recent precedent transactions and an illustrative timeline for each alternative. The Company Board and other attendees at the meeting also discussed the potential transaction in light of the Company’s upcoming earnings announcement. Following this discussion, the Company Board determined (i) not to take further action with respect to the Second Bernhard Proposal at that time, (ii) to further reflect upon the materials and analysis presented, and (iii) to reconvene in the near term to discuss next steps.

On April 18, 2026, Mr. Bowman suggested to Mr. Laurito that the Company could consider permitting Bernhard to review a limited set of non-public due diligence information over a limited time period to determine if Bernhard would be willing to improve the terms of the Second Bernhard Proposal. Mr. Laurito indicated that if Bernhard expressed willingness, he would seek the Company Board’s input.

On April 21, 2026, Mr. Bowman, Mr. Labovitz, Mr. Parnell, and another representative of Bernhard discussed the status of the Company Board’s review of the Second Bernhard Proposal. During the call, Mr. Bowman and Mr. Labovitz indicated that the Second Bernhard Proposal was still under review by the Company Board, but they believed that the

terms of the Second Bernhard Proposal were not likely to be sufficient to warrant further engagement by the Company Board. Mr. Bowman also suggested the Company Board might be willing to afford Bernhard the option of evaluating a limited set of non-public due diligence information over a limited time period to determine if Bernhard would be willing to improve the terms of the proposal. Mr. Bowman then suggested that Mr. Labovitz would forward a draft confidentiality agreement in advance of the Company’s approving the execution of such agreement.

On April 22, 2026, Mr. Labovitz provided a draft confidentiality agreement to representatives of Bernhard, with the caveat that the Company Board had not yet approved entering into such an agreement. The same day, after receiving input from independent directors, Mr. Laurito directed Mr. Bowman to temporarily refrain from further engagement on the issue of limited due diligence.

On April 24, 2026, Mr. Parnell provided a revised draft of the confidentiality agreement to Mr. Labovitz and Mr. Bowman.

After receiving advice from counsel, the Company Board determined to convene a special meeting of the Company Board to discuss potential next steps with respect to Bernhard.

On April 28, 2026, the Company Board met, with members of the Company’s management in attendance. During the meeting, the Company’s management provided an update to the Company Board about the recent conversations with Bernhard, and the Company Board discussed potential next steps with respect to the Second Bernhard Proposal. The Company Board and members of the Company’s management further discussed the Company’s long-term strategy and potential alternatives. Following discussion, the Company Board determined that $38.00 per share was not a compelling price and that it was not in the best interests of the Company’s stockholders to pursue the transaction described in the Second Bernhard Proposal at that time. The Company Board further directed Mr. Bowman to communicate that determination to Bernhard. On April 28, 2026, the closing price of the Company Common Stock on Nasdaq was $31.08.

The next day, Mr. Bowman called Mr. Parnell and advised him of the Company Board’s decision.

On May 4, 2026, Mr. Bowman sent a letter to representatives of Bernhard formally notifying Bernhard that the Company Board had determined that the Second Bernhard Proposal did not warrant further engagement at that time and that the Company did not intend to pursue discussions regarding the Second Bernhard Proposal.

On May 15, 2026, Mr. Parnell informed Mr. Bowman that Bernhard’s investment committee would meet the following week to consider submitting a revised indication of interest, and Mr. Bowman informed Mr. Parnell that the Company Board would hold its quarterly meeting on May 28, 2026.

On May 18, 2026, Mr. Parnell requested guidance from Mr. Bowman on how and to whom Bernhard should convey a revised indication of interest. Following that discussion, Mr. Parnell determined to address the revised indication of interest to the Company Board, specifically with attention to Mr. Laurito.

On May 22, 2026, after Mr. Parnell informed Mr. Bowman that Bernhard’s investment committee had approved a revised non-binding indication of interest, Bernhard submitted a revised non-binding indication of interest (the “Third Bernhard Proposal”) proposing to acquire all outstanding shares of Company Common Stock at a price of $42.00 per share in cash. The Third Bernhard Proposal contemplated that Bernhard would complete due diligence and negotiate definitive agreements within 60 days. Mr. Laurito shared the Third Bernhard Proposal with the Company Board that afternoon. On May 22, 2026, the closing price of the Company Common Stock on Nasdaq was $31.73.

On May 28, 2026, the Company Board met with members of the Company’s management and representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities then reviewed with the Company Board, among other things, the financial terms of the Third Bernhard Proposal and potential responses thereto. After discussion, the Company Board determined to permit the Company to enter into a confidentiality agreement with Bernhard and facilitate Bernhard’s due diligence review of the Company for a short period of time, after which time it was expected that Bernhard would provide a further revised indication of interest.

Later that day, Mr. Labovitz and Mr. Parnell discussed the Company Board’s determination and potential next steps.

From May 30, 2026 through June 4, 2026, the Company and Bernhard, through their respective legal advisors, negotiated and executed a confidentiality agreement, which included a standstill provision (the “Confidentiality Agreement”).

On June 4, 2026, the Company’s management informed the Company Board that the Company had executed the Confidentiality Agreement and that an in-person due diligence session had been scheduled for the following day at the Company’s offices. Management also informed the Company Board that management intended to review the June 2026 Projections as part of the due diligence session. Following execution of the Confidentiality Agreement, the Chair of the Nominating and Governance Committee requested that the search firm inform the external candidates identified in its ongoing CEO search that interviews would be scheduled later in the year.

On June 5, 2026, the Company’s management and representatives of Bernhard held an in-person meeting at the Company’s headquarters, with additional representatives of Bernhard and one of Bernhard’s advisors, as well as representatives of BofA Securities, attending virtually. During the meeting, the Company’s management and representatives of Bernhard discussed the Company’s business, operations, financial performance, and prospects. Later that day, the Company’s management updated the Company Board on the results of the meeting.

On June 8, 2026, the Company’s management informed the Company Board that the Company had told Bernhard that it expected Bernhard to complete its initial due diligence review and submit a revised indication of interest by June 26, 2026.

On June 9, 2026, following the management presentation, Bernhard and its advisors were granted access to a virtual data room (the “VDR”) established by the Company and BofA Securities. The VDR contained, among other materials, the June 2026 Projections.

Between June 9, 2026, and June 24, 2026, Bernhard and its advisors conducted due diligence on the Company, including certain due diligence sessions with the Company and its advisors.

On June 24, 2026, the Company Board met, with representatives of BofA Securities and Latham in attendance. During the meeting, Mr. Labovitz provided an update to the Company Board regarding the ongoing discussions between the Company and Bernhard and their respective advisors. Representatives of BofA Securities then reviewed, among other things, the following with the Company Board: (i) the financial terms of the Initial Bernhard Proposal, the Second Bernhard Proposal and the Third Bernhard Proposal; (ii) an overview of the debt and equity financing necessary for Bernhard to finance the transaction; and (iii) a summary of the Company’s engagement with Bernhard to date. Following discussion, the members of the Company’s management in attendance and the representatives of BofA Securities left the meeting and the Company Board met in executive session with a representative of Latham. Representatives of Latham reviewed the Company Board members’ fiduciary duties and certain legal considerations in connection therewith. The Company Board discussed potential next steps to be taken in connection with the Company’s ongoing engagement with Bernhard. The Company Board also discussed (i) the Company’s business, operations, competitive position, financial performance, and prospects, as well as the competitive landscape in which the Company operates, industry and market dynamics, and the Company’s long-term strategic objectives, (ii) industry challenges and economic and market conditions, both on a historical and prospective basis, (iii) the potential impact of macroeconomic risks on the Company, and (iv) the Company’s recent history of underperformance relative to market expectations, as well as the potential market response to the Company’s second quarter 2026 financial results and the effects any such response could have on the Company’s stock price and ongoing negotiations with Bernhard. The Company Board and the representative of Latham also discussed whether to continue to engage with Bernhard and permit Bernhard to continue conducting due diligence of the Company, the strategic alternatives available to the Company Board at such time, including contacting third parties to determine their interest in exploring a strategic transaction with the Company, and the possibility that outreach to other third parties carried significant risk, especially related to leak exposure and the timing thereof.

On June 26, 2026, Mr. Parnell informed Mr. Labovitz that Bernhard intended to submit a further revised indication of interest on Monday, June 29, 2026.

On June 29, 2026, Bernhard submitted a further revised non-binding indication of interest (the “Fourth Bernhard Proposal”) to Mr. Laurito and Mr. Labovitz, which was subsequently provided to the Company Board, proposing to acquire all outstanding shares of Company Common Stock at a price of $42.30 per share in cash, subject to certain assumptions and the completion of further confirmatory due diligence. The Fourth Bernhard Proposal contemplated that Bernhard would complete its confirmatory due diligence and negotiate definitive agreements within 45 days. On June 29, 2026, the closing price of the Company Common Stock on Nasdaq was $29.60.

On July 1, 2026, the Company Board met, with members of the Company’s management and representatives of BofA Securities and Latham in attendance. During the meeting, Mr. Labovitz and representatives of BofA Securities provided an update to the Company Board regarding the ongoing discussions between the Company and Bernhard and their

respective advisors. Representatives of BofA Securities then reviewed, among other things, the following with the Company Board: (i) the financial terms of the Fourth Bernhard Proposal, (ii) the status of Bernhard’s due diligence review of the Company, (iii) the proposed timeline for Bernhard to complete its due diligence and negotiate definitive agreements, (iv) Bernhard’s evaluation of its ability to secure the debt and equity financing necessary for the transaction, (v) BofA Securities’ preliminary financial analysis of Company and the financial terms of the Fourth Bernhard Proposal, and (vi) a summary of the Company’s engagement with Bernhard to date. Representatives of BofA Securities confirmed that they had discussed the Fourth Bernhard Proposal with representatives of Bernhard. They reported that, notwithstanding the 45-day timeline contemplated by the Fourth Bernhard Proposal, Bernhard could complete its confirmatory diligence and negotiate definitive documents in time for the Company to announce the transaction in advance of its release of its financial results for the second quarter of 2026 in early August 2026.

Following discussion, the Company Board then considered the advisability of engaging in preliminary outreach with other potential acquirors at that time, including the financial sponsors and strategic parties that had previously expressed interest in a strategic transaction with the Company (i.e., Parties A–E). In considering whether to commence such outreach, the Company Board, together with members of the Company’s management and advisors, discussed, among other matters, the following factors: (i) since the beginning of 2025, at least five potentially interested parties (including financial sponsors and strategic parties) had engaged with the Company regarding a potential strategic transaction; (ii) discussions with all of these parties had subsequently terminated; (iii) during the period when these discussions were ongoing, (x) none of the parties had provided a specific, actionable indication of interest and (y) several parties had indicated an inability to acquire the Company at a premium to its then-current trading price, which was less than the price per share included in the Fourth Bernhard Proposal; (iv) the Company Board’s knowledge of the Company’s business, operations, competitive position, financial performance, and prospects, as well as the competitive landscape in which the Company operates, industry and market dynamics, and the Company’s long-term strategic objectives; (v) the Company Board’s assessment of industry challenges and economic and market conditions, both on a historical and prospective basis; (vi) the Company Board’s assessment of the potential impact of general macroeconomic risks on the Company; (vii) the potential effect that a public announcement of results that fall short of market expectations could have on the Company’s stock price and negotiations with Bernhard; (viii) based on advice from BofA Securities, the low likelihood that any other potential acquiror would be able to execute definitive documents providing for a strategic transaction at a price per share in excess of the price per share included in the Fourth Bernhard Proposal; (ix) the premium represented by the price per share included in the Fourth Bernhard Proposal as compared to the Company’s current and historical trading prices; (x) the risk that engaging in additional outreach at that time could result in a breach of the confidential nature of negotiations between the Company Board and Bernhard, which could have adverse effects on the Company on a stand-alone basis and on the Company Board’s negotiations with Bernhard and its ability to execute a transaction with Bernhard in the near term; (xi) the risk that engaging in additional outreach at that time would require the Company’s directors, officers and employees to expend extensive additional efforts to engage with other potential acquirors, potentially resulting in significant distraction from their day-to-day responsibilities and their duties assisting the Company Board in its negotiations with Bernhard; (xii) the Company would not be entering into exclusivity with Bernhard, and therefore could engage with an interested party if one were to contact the Company in the near term; (xiii) the Company Board and its advisors would insist that the transaction include a “go-shop” provision permitting the Company and its advisors to solicit acquisition proposals following the execution of definitive documents with Bernhard; (xiv) the Company Board and its advisors could use the interim period to prepare to launch “go-shop” outreach immediately following the public announcement of the transaction; (xv) executing a definitive agreement with Bernhard would establish certainty of value for the Company’s stockholders and serve as a minimum price, which other potential acquirors would have an opportunity to exceed during the “go-shop” period; and (xvi) the Company was undergoing a CEO search, and the potential effect that continued negotiations with Bernhard or other potentially interested parties might have on such search. Based on the balance of those considerations, the Company Board determined not to engage in preliminary outreach with other potential acquirors at that time.

The Company Board then discussed potential responses to the Fourth Bernhard Proposal. In evaluating the range of potential responses, the Company Board, in consultation with members of the Company’s management and advisors, considered and discussed, among other matters, the following factors: (i) the Company Board had successfully negotiated three successive price increases from Bernhard: from $33.05 to $38.00 per share, from $38.00 to $42.00 per share, and from $42.00 to $42.30 per share; (ii) Bernhard had demonstrated a pattern of diminishing price increases in each successive proposal, with increments of $5.00, $4.00, and $0.30, respectively; (iii) the view of BofA Securities that Bernhard would likely be willing to increase its proposed price per share on a “best and final” basis; (iv) the assessment of BofA Securities that Bernhard would be unlikely to materially increase its price per share; and (v) the risk that an

excessive counteroffer could result in Bernhard declining to increase its price per share or withdrawing from negotiations altogether. After discussion, the Company Board instructed the Company’s management and BofA Securities to prepare a list of potential alternative acquirors, and to further evaluate whether to initiate outreach at the Company Board’s next meeting. The representatives of BofA Securities and Latham then left the meeting. Following further discussions, the Company Board directed the Company’s management to instruct BofA Securities to propose a counteroffer of up to $43.00 per share in cash, contingent upon Bernhard completing its due diligence and the parties announcing a definitive transaction by August 6, 2026.

Later that day, representatives of BofA Securities communicated to Bernhard that a price of $42.30 per share was insufficient and proposed a counteroffer of $43.00 per share in cash, contingent upon Bernhard completing its due diligence and the parties announcing a definitive transaction on or about August 6, 2026. Representatives of Bernhard indicated that they were prepared to proceed on those terms, subject to internal confirmation.

On July 2, 2026, Bernhard submitted a further revised non-binding indication of interest (the “Final Bernhard Proposal”) to Mr. Laurito proposing to acquire all outstanding shares of Company Common Stock at a price of $43.00 per share in cash, subject to certain assumptions and the completion of confirmatory due diligence. The Final Bernhard Proposal contemplated that Bernhard would complete its confirmatory due diligence and negotiate definitive agreements within 45 days. On July 2, 2026, the closing price of the Company Common Stock on Nasdaq was $28.68.

Later on July 2, 2026, at the Company’s direction, representatives of BofA Securities informed Bernhard that the Company Board had authorized the Company’s advisors to proceed, subject to the August 6, 2026 target date, with the legal, financial, and other workstreams necessary to advance the transaction, including the negotiation of definitive transaction documents and the provision of additional due diligence materials to Bernhard.

On July 8, 2026, representatives of Bernhard provided a consolidated due diligence request list prepared by several of its outside advisors. From that date through the execution of the definitive transaction documents, Bernhard and its outside advisors conducted confirmatory due diligence on the Company, including participating in diligence sessions with representatives of the Company and its advisors.

On July 9, 2026, the Company and Bernhard held an introductory videoconference with representatives of BofA Securities, Latham, and Kirkland & Ellis LLP (“K&E”), legal counsel to Bernhard in attendance. During the videoconference, the parties discussed the process for timely completion of confirmatory due diligence and negotiating definitive transaction documents.

On July 14, 2026, the Company Board met, with members of the Company’s management and representatives of BofA Securities and Latham in attendance. Mr. Labovitz led a discussion of the June 2026 Projections, together with underlying assumptions, which had been provided to the Company Board in advance of the meeting. Mr. Labovitz reminded the Company Board that the June 2026 Projections had been provided to Bernhard in June 2026 after the Confidentiality Agreement was signed. Representatives of Latham also reviewed legal considerations pertaining to the preparation and distribution of financial projections. Following this discussion, the Company Board unanimously approved the June 2026 Projections and underlying assumptions presented at the meeting for use by BofA Securities in connection with its financial analyses of the Company. Representatives of Latham then provided an overview of legal and procedural considerations, including fiduciary duties and disclosure requirements, pertinent to the Company Board’s evaluation of (i) a potential strategic transaction with Bernhard or other potentially interested parties and (ii) the standalone alternatives available to the Company. Representatives of BofA Securities then provided an update to the Company Board regarding the ongoing discussions among the Company, Bernhard, and their respective advisors concerning a potential strategic transaction. The representatives of BofA Securities and the Company’s management then discussed the status of Bernhard’s due diligence review of the Company. The directors asked questions throughout the discussion, which were addressed by the Company’s management and representatives of BofA Securities and Latham. Representatives of BofA Securities and Latham reviewed the terms of the “go-shop” provision included in the draft merger agreement, including an overview of customary “go-shop” procedures and the actions that the Company and its advisors would engage in during the “go-shop.” BofA Securities then presented a comprehensive list of approximately 75 potential alternative acquirors identified by BofA Securities and the Company’s management, and provided their assessment of those parties most likely to engage with the Company during any such go-shop period. Representatives of Latham then reviewed and received input on the key terms of the draft merger agreement which had been prepared by Latham in consultation with the Company’s management. Among the key terms discussed was the termination fee structure, including the reduced termination fee applicable in connection with a Superior Proposal

received during the “go-shop” period. Specifically, under the terms of the draft merger agreement, the Company Termination Fee payable by the Company in connection with a Superior Proposal received during the “go-shop” period would be reduced to 50% of the Company Termination Fee otherwise payable.

During the discussion, the Company Board considered the advisability of engaging in preliminary outreach at that time with any of the parties identified as potential alternative acquirors. After discussion and in consultation with its advisors, the Company Board determined that the terms of the “go-shop” period were sufficient to permit the Company to engage with potential alternative acquirors following the announcement of a transaction, if any, and that it would be inadvisable to contact any potential alternative acquirors at that time for the reasons discussed at the July 1, 2026 Company Board meeting. Accordingly, the Company Board determined to proceed with negotiation of definitive documentation with Bernhard, with the objective of announcing the transaction prior to the Company’s release of its financial results for the second quarter of 2026, and to utilize the intervening period to prepare for the launch of “go-shop” outreach immediately following the public announcement of the transaction, if any. Following further discussion, the Company Board directed the Company’s management, together with BofA Securities and Latham, to advance discussions with Bernhard and its advisors in accordance with the discussion at the meeting, including sharing the draft merger agreement with Bernhard’s legal advisors, and to provide an update to the Company Board at its next meeting.

On July 16, 2026, Latham delivered a draft merger agreement to K&E. The draft merger agreement provided for, among other things, a 60-day “go-shop” period during which the Company would be permitted to solicit alternative acquisition proposals from third parties, a Company Termination Fee of 2.5% of the implied equity value of the Company at the transaction price, and a Parent Termination Fee of 10% of the enterprise value of the Company at the transaction price.

From July 17, 2026, through July 24, 2026, Bernhard and its advisors conducted confirmatory due diligence sessions with the Company and its advisors, including sessions regarding tax, legal, information technology, and employee benefits matters.

On July 25, 2026, K&E delivered a revised draft of the merger agreement to Latham that proposed, among other things, a 30-day “go-shop” period, a Company Termination Fee of 4% of the implied equity value of the Company at the transaction price, a Parent Termination Fee of 5% of the implied equity value of the Company at the transaction price, an expense reimbursement in favor of Parent if the Company Stockholders did not approve the Merger (up to 1% of the implied equity value of the Company at the transaction price), and that certain material stockholders would enter into a Support Agreement. K&E also provided initial drafts of the Equity Commitment Letter and the Guarantee to Latham.

On July 27, 2026, the Company’s management held another in-person due diligence session with representatives of Bernhard in the Washington, D.C. area, with representatives of BofA Securities in attendance. Following this meeting, members of the Company’s management attended a dinner with representatives of BofA and Bernhard. Prior to the dinner, representatives of Bernhard asked for and received Mr. Bowman’s assessment of certain members of the Company’s management and Mr. Bowman’s view of whether these executives would be willing to continue with the Company in the event that Bernhard acquired it, as well as an update on the Company’s CEO search. The representatives of Bernhard further inquired as to whether Mr. Bowman would be interested in serving as Executive Chairman of the Company post-closing. Mr. Bowman responded that, while he had no specific post-retirement plans, he expected to remain professionally active and was open to post-closing involvement with the Company, but did not intend to continue as Chief Executive Officer for any meaningful period of time. He also expressed his commitment to making the proposed transaction work and willingness to help ensure continuity. While certain discussions with respect to potential management of a future combined company occurred, no agreements were reached, and the parties agreed that any discussions regarding specific post-closing arrangements would not take place until after the execution and public announcement of a definitive agreement.

On July 28, 2026, BofA Securities provided the Company Board with updated customary disclosures regarding its material investment banking relationships with the Company and Bernhard. For more information regarding these disclosures, see the section of this proxy statement captioned “The Merger—Opinion of Financial Advisor to the Company.”

On July 30, 2026, Latham delivered a revised draft of the merger agreement to K&E that proposed, among other things, a 45-day “go-shop” period, a Company Termination Fee of 2.75% of the implied equity value of the Company at the transaction price, and a Parent Termination Fee of 7.5% of the implied equity value of the Company at the transaction price. The revised draft accepted that certain stockholders would enter into a Support Agreement, and removed the Parent expense reimbursement provision.

On July 31, 2026, K&E delivered an initial draft of the form support agreement to Latham. Latham also delivered revised drafts of the Equity Commitment Letter and Guarantee to K&E.

On August 3, 2026, K&E delivered a revised draft of the merger agreement to Latham that proposed, among other things, a 30-day “go-shop” period, a Company Termination Fee of 3.75% of the implied equity value of the Company at the transaction price, a Parent Termination Fee of 5.5% of the implied equity value of the Company at the transaction price, an expense reimbursement in Parent’s favor if the Company Stockholders did not approve the Merger (up to 0.75% of the implied equity value of the Company at the transaction price), and that each of Mr. Bowman, Mr. Labovitz and Robert Hickey, the Company’s former Chief Legal Officer (then serving as Senior Legal Advisor to the Company after announcing his retirement from the Company on April 17, 2026, effective as of December 31, 2026), would enter into a Support Agreement.

On August 5, 2026, the Company Board met, with members of the Company’s management and representatives of BofA Securities and Latham in attendance. Mr. Labovitz and BofA Securities provided an update to the Company Board regarding the ongoing discussions between the Company and Bernhard and their respective advisors, including the status of Bernhard’s due diligence review of the Company and Bernhard’s negotiations with its proposed debt and equity financing sources. Mr. Labovitz noted that he was scheduled to discuss certain transaction terms with representatives of Bernhard later that day. A representative of Latham provided an update to the Company Board on the status of definitive documentation and indicated that Latham would continue to progress the definitive documentation with Bernhard’s legal counsel. After discussing potential next steps, the Company Board directed the Company’s management, together with BofA Securities and Latham, to advance discussions with Bernhard and its advisors in accordance with the discussion at the meeting, and to provide an update to the Company Board at its next meeting, scheduled for August 7, 2026.

Shortly after the conclusion of the meeting, Mr. Labovitz and representatives of Bernhard discussed certain business terms of the Merger Agreement. During these discussions, the parties reached a preliminary understanding, subject to final documentation, that the Merger Agreement (i) would include (A) a “go-shop” period of approximately 35 days, (B) a Company Termination Fee equal to 3.5% of the implied equity value of the Company at the transaction price, and (C) a Parent Termination Fee equal to 6% of such implied equity value, in each case, subject to approval by the Company Board and (ii) would not include an expense reimbursement in Parent’s favor if the Company Stockholders did not approve the Merger, but would include a provision obligating the Company to reimburse the HSR filing fees paid by Parent in the event the Company were to terminate the Merger Agreement to enter into a definitive agreement providing for a Superior Proposal. Mr. Bowman and Mr. Labovitz also agreed to execute a mutually acceptable form of Support Agreement if the Company Board were to approve the Merger and authorize the execution of the Merger Agreement.

Between the afternoon of August 5, 2026, and the afternoon of August 7, 2026, the Company, Bernhard, and their respective advisors continued to negotiate and exchange drafts of the Merger Agreement, the Support Agreements, the Equity Commitment Letter, and the Guarantee.

On August 6, 2026, representatives of Bernhard informed Mr. Bowman that Bernhard’s due diligence review was substantially complete, that the draft Merger Agreement and related definitive documentation were in near-final form, and that Bernhard was prepared to proceed to the next phase of the transaction.

On August 7, 2026, the Company Board met, with members of the Company’s management and representatives of BofA Securities and Latham in attendance. Mr. Labovitz provided an update to the Company Board regarding the ongoing discussions between the Company and Bernhard and their respective advisors, including an update on the status of Bernhard’s due diligence review of the Company and Bernhard’s negotiations with its proposed debt and equity financing sources. A representative of Latham then provided an overview of legal considerations, including fiduciary duties, pertinent to the Company Board’s evaluation of (i) a potential strategic transaction with Bernhard or other potentially interested parties and (ii) the standalone alternatives available to the Company. Representatives of Latham also reviewed the key terms of the draft Merger Agreement, Support Agreements, Equity Commitment Letter, and Guarantee, as negotiated by Latham and the Company’s management with Bernhard and its advisors. Following discussion, representatives of BofA Securities provided an overview of BofA Securities’ preliminary financial analysis of the Per Share Price, including its discounted cash flow analysis based on the June 2026 Projections, its selected publicly traded companies analysis, and its selected precedent transactions analysis, based on various assumptions and limitations. BofA Securities also reviewed the proposed timing of the “go-shop” and potential alternative bidders that the Company and BofA Securities could contact as part of the “go-shop” process. As part of this discussion, the

representatives of BofA Securities confirmed that they believed that the length and other terms of the go-shop as negotiated by the Company’s management to date would be sufficient to permit a qualified alternative bidder to complete its due diligence, submit a Superior Proposal and execute definitive documentation with the Company. Following further discussion, the Company Board directed the Company’s management, together with BofA Securities and Latham, to advance discussions with Bernhard and its advisors in accordance with the discussion at the meeting and to provide an update to the Company Board at the next meeting, scheduled for Sunday, August 9, 2026.

Between the afternoon of August 7, 2026, and the evening of August 9, 2026, the Company, Bernhard, and their respective advisors continued to negotiate and exchange drafts of the Merger Agreement, the Support Agreements, the Equity Commitment Letter, and the Guarantee.

On August 9, 2026, the Company Board met, with members of the Company’s management and representatives of BofA Securities and Latham in attendance. Mr. Labovitz confirmed that all principal transaction terms had been resolved between the Company and Bernhard and that Bernhard had secured its third-party debt and equity financing commitments. Representatives of Latham provided an overview of legal considerations, including fiduciary duties, pertinent to the Company Board’s evaluation of the Merger. Representatives of Latham also reviewed the principal terms of the draft Merger Agreement, the Support Agreements, the Equity Commitment Letter, and the Guarantee, each as negotiated by Latham and the Company’s management with Bernhard and its advisors.

Also at this meeting, BofA Securities reviewed with the Company Board BofA Securities’ financial analysis of the Per Share Price and delivered to the Company Board an oral opinion, which was confirmed by delivery of a written opinion, dated August 9, 2026, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations set forth in the written opinion, the Per Share Price to be received in the Merger by holders of Company Common Stock (other than Owned Company Shares or Dissenting Company Shares) was fair, from a financial point of view, to such holders. For more information about such opinion, see the section of this proxy statement captioned “The Merger—Opinion of Financial Advisor to the Company.”

Representatives of Latham reviewed the resolutions proposed for adoption by the Company Board. Following discussion, the independent directors convened in executive session without members of the Company’s management or advisors present. Upon conclusion of the executive session, the Company’s management and advisors rejoined the meeting and the Company Board unanimously approved the resolutions in the form presented, thereby approving the Transactions. For more information about such resolutions and the reasoning of the Company Board in approving the Merger, see the section of this proxy statement captioned “The Merger—Recommendation of the Company Board and Reasons for the Merger.”

Thereafter, the Company, Parent, Merger Sub, and the other parties thereto executed the Merger Agreement, the Support Agreements, the Equity Commitment Letter, and the Guarantee, and Parent and the Financing Sources executed the Debt Commitment Letter.

On August 10, 2026, prior to the opening of financial markets in New York, the Company and Bernhard issued a joint press release announcing the execution of the Merger Agreement.

Between the announcement of the Merger Agreement and August 24, 2026, Mr. Bowman provided Mr. Parnell with periodic updates regarding the Company’s internal communications regarding and employee response to the transaction announcement, and Mr. Parnell described to Mr. Bowman certain project opportunities that could be of interest to the Company following the closing of the Merger.

Following the public announcement of the Merger Agreement, BofA Securities, at the direction of the Company Board and the Company’s management, contacted, or was contacted by, approximately 58 financial sponsors and 18 strategic parties as part of the “go-shop” process permitted under the Merger Agreement. Parties A, B, C, D, and E were among the parties contacted during this outreach. None of Parties A, B, C, D or E submitted an Acquisition Proposal or indicated renewed interest in a transaction with the Company during the “go-shop” period.

Representatives of BofA Securities held initial discussions with 15 of these parties regarding the “go-shop” process and timeline. The Company entered into confidentiality agreements with eight potential acquirors, none of which contained standstill provisions. Each of these parties was granted access to the VDR, and three of these parties conducted diligence sessions with the Company’s management. Throughout the “go-shop” process, representatives of BofA Securities and the Company’s management provided the Company Board with periodic written updates on the status of discussions with potentially interested parties.

The “go-shop” period expired at 5:00 p.m., Eastern time, on September 13, 2026. During the “go-shop” period, no party submitted an Acquisition Proposal or any other indication of interest to acquire the Company. Prior to the expiration of the “go-shop” period, each party that had entered into a confidentiality agreement with the Company in connection with the “go-shop” process withdrew from further participation, citing, in certain instances, (i) an inability to submit a Superior Proposal given such party’s assessment of the Company’s business and prospects, (ii) the absence of a strategic fit with such party’s existing portfolio companies, and (iii) limited bandwidth due to other ongoing transaction processes in which such party was engaged.

On September 14, 2026, the Company issued a press release announcing the expiration of the “go-shop” period.

For more information on the terms of the Merger Agreement governing the “go-shop” period and non-solicitation covenants, see the section of this proxy statement captioned “The Merger Agreement—Solicitation of Other Offers” and “The Merger Agreement—No Solicitation.”

After careful consideration, at a meeting of the Company Board on August 9, 2026, the Company Board unanimously (i) determined that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and the Company Stockholders, (ii) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into the Merger Agreement and the other Transaction Documents to which the Company is a party, (iii) approved the execution and delivery by the Company of the Merger Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement, (iv) resolved to recommend that the Company Stockholders adopt the Merger Agreement in accordance with the DGCL, upon the terms and subject to the conditions of the Merger Agreement (the recommendation described in clause (iv), the “Company Board Recommendation”), and (v) directed that the Merger Agreement be submitted to the Company Stockholders for their adoption upon the terms and subject to the conditions of the Merger Agreement.

In evaluating the Merger Agreement and the Transactions, the Company Board consulted with its financial and legal advisors and members of the Company’s management and considered a number of factors in making the Company Board Recommendation, including the following factors that it believed generally weighed in favor of the Merger and the Transactions (which are not presented in a particular order and were neither ranked nor weighted in any manner by the Company Board):

In the course of its deliberations, the Company Board also considered a variety of uncertainties, risks and potentially negative factors (which are not presented in a particular order and were neither ranked nor weighted in any manner by the Company Board), including:

After taking into account all of the factors set forth above, as well as others, the Company Board (i) concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations, (ii) determined that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to and in the best interests of the Company and the Company Stockholders, and (iii) made the Company Board Recommendation to the Company Stockholders.

This discussion of the information and factors considered by the Company Board includes the material positive and negative factors considered by the Company Board, but it is not intended to be exhaustive and may not include all the factors considered by the Company Board. The Company Board did not quantify or assign any specific weights to the various factors that it considered in reaching its determination to approve the Merger Agreement and the Transactions. Rather, the Company Board viewed its position and recommendation as being based on the totality of the information presented to, and factors considered by, it. In addition, individual members of the Company Board may have given differing weights to different factors.

The explanation of the reasoning of the Company Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The Company does not, as a matter of course, publicly disclose long-term forecasts or internal projections of its future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, especially in respect of projections covering extended periods of time. However, certain unaudited financial projections of the Company, prepared by the Company’s management, as more fully described below, were made available:

The inclusion of the unaudited financial projections in this proxy statement should not be regarded as an indication that the Company Board, the Company, Bernhard or any of their respective affiliates, officers, directors, advisors or other representatives (including financial advisors) or any other person considered, or now considers, such information necessarily predictive of actual future results, a guarantee of performance or otherwise material given the inherent risks and uncertainties associated with such projections. The unaudited financial projections described below are included in

this proxy statement solely to give Company Stockholders access to information that was made available to the persons described above and in the remainder of this section of this proxy statement, including each of the Company Board, BofA Securities and Bernhard. By including the unaudited financial projections in this proxy statement, none of the Company, Bernhard or any of their respective affiliates, officers, directors, advisors or other representatives (including financial advisors) has made or makes any representation to any Company Stockholder regarding the information included in the unaudited financial projections or the Company’s ultimate performance as compared to the information in the unaudited financial projections.

Following the receipt of the Second Bernhard Proposal, and in connection with the Company Board’s review of the Second Bernhard Proposal, the Company’s management, with assistance from representatives of BofA Securities, prepared the April 2026 Projections. On April 17, 2026, the April 2026 Projections were provided to the Company Board and reviewed during the meeting of the Company Board on that day.

The April 2026 Projections comprise two separate cases, one which includes only revenue attributable to the Company’s organic growth strategy (the “April Organic Case”), and another which also includes revenue attributable to the Company’s acquisition strategy (the “April M&A Case”). Both cases were prepared based on the Company’s anticipated capital availability and did not reflect potential efficiency gains from artificial intelligence initiatives. Neither case gave effect to a potential transaction with Bernhard or any public company cost savings.

The April Organic Case also included the following assumptions and estimates of the Company’s management:

The following table sets forth the April Organic Case ($ in millions):

The April M&A Case also included the following assumptions and estimates of the Company’s management:

The following table sets forth the April M&A Case ($ in millions):

These assumptions and estimates were determined by the Company’s management based on their experience and judgment and their expectations of the Company’s operations as a standalone company.

While each case was provided to the Company Board and BofA Securities, the Company’s management directed BofA Securities to use only the April Organic Case for purposes of its valuation perspectives reviewed at the April 17, 2026 Company Board meeting due to the uncertainty, unpredictability and subjectivity of the estimated revenue attributable to businesses acquired by the Company.

Following the meeting of the Company Board on April 17, 2026, and in connection with the Company Board’s review of the Final Bernhard Proposal, the Company’s management, with assistance from representatives of BofA Securities, prepared the June 2026 Projections.

On July 14, 2026, the Company Board approved the June 2026 Projections for BofA Securities’ use and reliance in connection with its financial analyses and opinion described in the sections of this proxy statement entitled “The Merger—Opinion of Financial Advisor to the Company”.

The June 2026 Projections comprise two separate cases, one which includes only revenue attributable to the Company’s organic growth strategy (the “June Organic Case”), and another which also includes revenue attributable to the Company’s acquisition strategy (the “June M&A Case”). Both cases were prepared based on the Company’s anticipated capital availability and did not reflect potential efficiency gains from artificial intelligence initiatives. Neither case gave effect to a potential transaction with Bernhard or any public company cost savings.

The June 2026 Projections were based on the assumptions and estimates underlying the April 2026 Projections, as modified to reflect: (i) updated growth assumptions; (ii) projected revenue from new projects; (iii) revised assumptions

regarding the anticipated phase-out of a significant contract; (iv) the consolidation of revenue into categories more closely aligned with the Company’s strategic plans for financial reporting, and (v) increased projections for organic revenue in the outer years, the anticipated growth rate for Adjusted EBITDA (Unburdened by SBC), and anticipated capital expenditure costs.

Specifically, the June Organic Case also included the following assumptions and estimates of the Company’s management:

The following table sets forth the June Organic Case ($ in millions):

The June M&A Case also included the following assumptions and estimates of the Company’s management:

The following table sets forth the June M&A Case ($ in millions):

These assumptions and estimates were determined by the Company’s management based on their experience and judgment and their expectations of the Company’s operations as a standalone company. 

While each case was provided to the Company Board, BofA Securities, Bernhard and the other parties that executed a confidentiality agreement during the “go-shop” period, the Company’s management directed BofA Securities to use and rely upon only the June Organic Case for purposes of its financial analyses and opinion described in the sections of this proxy statement entitled “The Merger—Opinion of Financial Advisor to the Company” due to the uncertainty, unpredictability and subjectivity of the estimated revenue attributable to businesses acquired by the Company.

BofA Securities arithmetically calculated the following unlevered free cash flow estimates for the Company (the “Free Cash Flow Projections”) solely using information provided by the Company, including the April Organic Case and the June Organic Case ($ in millions):

Although the April 2026 Projections, the June 2026 Projections, and the arithmetically calculated Free Cash Flow Projections (collectively, the “Projections”) are presented with numerical specificity, they reflect numerous assumptions and estimates with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the Company’s business, including those detailed above and below, that the Company’s management believed in good faith were reasonable as of the date finalized. The Company’s ability to achieve the financial results contemplated by the Projections will be affected by its ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Projections are forward-looking statements that should be read with caution, and there can be no assurance that the projected results will be realized or that actual results will not be higher or lower than projected

(see the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” and the risks described under the caption “Cautionary Statement about Forward-Looking Statements” and the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, each filed with the SEC, and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Company’s Investor Relations page at investors.bowman.com). The Projections reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results, level of activity, performance or achievements and cause the Projections not to be achieved include, among others, (i) the Company’s ability to compete effectively; (ii) the Company’s ability to hire and retain key executives and to plan for and manage the succession of key executives; (iii) the Company’s ability to hire, retain and utilize qualified personnel; (iv) the Company’s ability to maintain adequate utilization of its workforce due to slowdowns in the economy, or reduced demand for its services; (v) the Company’s ability to integrate acquired businesses successfully; (vi) the Company’s ability to achieve synergies and cost savings in connection with prior or future acquisitions; (vii) customer demands, the strengthening or weakening of the economy and the potential decline of customer spending; (viii) dangers related to construction, roadway, mining, and maintenance sites, the Company’s ability to maintain safe work conditions, and its exposure to significant financial losses and reputational harm, as well as civil and criminal liabilities; (ix) the Company’s exposure to significant risks of liability due to the nature of its services, which may exceed coverage under its insurance policies; (x) the adjustment, cancellation or suspension of the contracts in the Company’s backlog by its customers; (xi) given the nature of the Company’s contracts, particularly those that are fixed price, the risks related to cost overruns; (xii) the risk that governmental agencies may modify, curtail or terminate the Company’s contracts at any time prior to their completion and, if the Company does not replace them, it may suffer a decline in revenue; (xiii) the Company’s failure to comply with a variety of complex procurement rules and regulations, which could damage its reputation and result in the Company being liable for penalties; and (xiv) the Company’s dependence on third parties to complete certain elements of its contracts. Additional factors that may impact the Company’s business can be found in the various risk factors included the Company’s periodic filings with the SEC. All of these factors are difficult to predict, and many of them are beyond the Company’s control. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those in the Projections. The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. The Projections may not be consistent with the Company’s historical operating data as a result of the assumptions and estimates detailed above. The Projections also may differ from publicized analyst estimates and forecasts. You should evaluate the Projections, if at all, in conjunction with the Company’s historical financial statements and the other information included or incorporated by reference in this proxy statement.

The Projections were developed by the Company’s management as (or, in the case of the Free Cash Flow Projections, arithmetically calculated by BofA Securities based on the Company’s) then-current estimates of the Company’s future financial performance. The Projections were developed as then-current estimates of the Company’s future financial performance as an independent public company, without giving effect to the Transactions, or any changes to the Company’s operations or strategy that may be implemented in connection with the pendency, or following the consummation, of the Transactions.

Because the Projections reflect (or are arithmetically based on) estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Projections do not take into account any circumstances or events occurring after the date that they were prepared and, except to the extent required by applicable federal securities laws, neither the Company nor any other party intends to update or otherwise revise the Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events, even in the event that all or any of the assumptions are shown not to be appropriate. The Projections also do not consider the effect of any failure of the Transactions to be completed. The Projections are not, and should not be considered to be, a guarantee of future operating results.

The Projections were not prepared with a view toward public disclosure or complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Projections included in this proxy statement have been prepared by (or, in the case of the Free Cash Flow Projections, arithmetically calculated by BofA Securities based on information provided by the Company’s management), and are the responsibility of, the Company’s management and neither the Company’s independent auditor nor any other independent accountants have audited, reviewed, examined, compiled, performed any other assurance procedures, or applied agreed-upon procedures with respect to the Projections, nor have

they expressed an opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the prospective financial information. The Projections should be evaluated, if at all, in conjunction with the Company’s historical financial statements and the other information included or incorporated by reference in this proxy statement. The report by Ernst & Young LLP incorporated by reference in this proxy statement relates to the Company’s historical audited financial statements and does not extend to the Projections and should not be read to do so.

Certain financial measures included in the Projections are not calculated in accordance with GAAP. These financial measures, such as Adjusted EBITDA (Unburdened by SBC), are non-GAAP financial measures. The Company believes that such non-GAAP financial measures provide information useful in assessing operating and financial performance across periods. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. The Company will not be providing a quantitative reconciliation of the applicable forward-looking non-GAAP financial measures. Financial measures included in financial information provided to a board of directors and their respective financial advisors in connection with a business combination transaction, such as the Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Projections are not subject to SEC rules and regulations regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not created or provided to or relied upon by the Company, the Company Board, or BofA Securities in connection with the Transactions. Accordingly, no reconciliation of the financial measures included in the Projections is provided in this proxy statement.

The Company has retained BofA Securities to act as its financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Securities to act as the Company’s financial advisor in connection with the Merger on the basis of, among other things, BofA Securities’ experience in the Company’s industry and public company transactions similar to the Merger, its reputation in the investment community and its familiarity with the Company and its business (including the knowledge obtained from BofA Securities’ efforts on behalf of the Company during its review of strategic alternatives).

On August 9, 2026, at a meeting of the Company Board held to evaluate the Merger, BofA Securities delivered to the Company Board an oral opinion, which was confirmed by delivery of a written opinion dated August 9, 2026, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations set forth in the written opinion, the Per Share Price to be received in the Merger by holders of the Company Common Stock (other than Owned Company Shares or Dissenting Company Shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Company Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the Company Board for the benefit and use of the Company Board (in its capacity as such) in connection with and for purposes of its evaluation of the Merger. BofA Securities expressed no opinion or view as to any terms or other aspects of the Merger (other than the Per Share Price to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Securities’ opinion does not constitute a recommendation as to how any stockholder should vote or act in connection with the Merger or any related matter.

In connection with rendering its opinion, BofA Securities:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company Forecasts, BofA Securities was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. BofA Securities relied, at the direction of the Company, upon the assessments of the management of the Company as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting the Company and its business. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did it make any physical inspection of the properties or assets of the Company. BofA Securities did not evaluate the solvency or fair value of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of the Company, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of the Company, that the final executed Agreement would not differ in any material respect from the Draft Agreement reviewed by it.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Per Share Price to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. As the Company was aware, prior to the date of its opinion, BofA Securities was not requested to, and it did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of the Company or any alternative transaction. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Per Share Price to be received by holders of the Company Common Stock (other than Owned Company Shares or Dissenting Company Shares) and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Per Share Price or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision