8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2022

Bowman Consulting Group Ltd.

(Exact name of registrant as specified in its charter)

Delaware	001-40371	54-1762351
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

12355 Sunrise Valley Drive, Suite 520

Reston, Virginia 20191

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (703) 464-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br> <br>Symbol(s)	Name of Each Exchange<br> <br>on Which Registered
Common stock, par value $0.01 per share	BWMN	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01	Other Events.

As previously disclosed, on February 11, 2022, Bowman Consulting Group Ltd. (the “Company”) consummated an underwritten follow-on public offering (the “Offering”), in which the Company sold 900,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), and certain selling stockholders, including the Company’s President, Chairman and Chief Executive Officer (the “Selling Stockholder”), sold 150,000 shares of Common Stock, each at a public offering price of $16.00 per share. The Company did not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholder. Pursuant to an underwriting agreement (the “Underwriting Agreement”) by and among D.A. Davidson & Co., as representative of the underwriters named in the Underwriting Agreement (the “Underwriters”), and the attorneys-in-fact on behalf of the Selling Stockholder, the Company also granted the Underwriters a 30-day over-allotment option to purchase up to 157,500 additional shares of Common Stock (the “Additional Shares”), equivalent to 15% of the shares of Common Stock sold in the Offering, pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-262464), under the Securities Act of 1933, as amended.

Subsequently, on February 28, 2022, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the Additional Shares occurred on March 2, 2022. The issuance by the Company of the Additional Shares at a price of $16.00 per share resulted in additional gross proceeds of approximately $2.5 million. After deducting the underwriting commissions and discounts, the Company received additional net proceeds of approximately $2.4 million.

On March 2, 2022, the Company issued a press release announcing the full exercise and closing of the over-allotment option in connection with the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No.	Description
99.1	Press release dated March 2, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOWMAN CONSULTING GROUP LTD.
Date: March 3, 2022	By:	/s/ Bruce Labovitz
		Bruce Labovitz
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Bowman Announces Full Exercise and Closing of Underwriters’ Overallotment Option in Follow-OnPublic Offering

RESTON, VA – March 2, 2022 – Bowman Consulting Group Ltd. (Nasdaq: BWMN) (“Bowman”), a national engineering services firm supporting owners and developers of the built environment, announced today that the underwriters of its previously announced follow-on public offering of common stock have exercised their option to purchase an additional 157,500 shares from Bowman at the public offering price of $16.00 per share, resulting in additional gross proceeds to Bowman of approximately $2.5 million. After giving effect to the full exercise and close of the overallotment option, the total number of shares sold by Bowman in the follow-on offering increased to 1,057,500 shares and gross proceeds increased to approximately $16.9 million. The exercise of the overallotment option closed on March 2, 2022 and Bowman received additional net proceeds of approximately $2.4 million, after underwriting discounts and commissions.

Bowman intends to use the net proceeds from the sale of its shares in the offering for general corporate purposes, investment in organic growth, and the funding of potential acquisitions.

D.A. Davidson & Co. and B. Riley Securities acted as joint book-running managers for the offering. Greenberg Traurig, LLP served as legal counsel to Bowman and Akerman LLP served as legal counsel to the underwriters.

The offering of these securities was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from: D.A. Davidson & Co., Attention: Syndicate Department, 8 Third Street North, Great Falls, MT 59401, by telephone at (800) 332-5915 and by e-mail: ProspectusRequest@dadco.com; or B. Riley Securities, Inc., Attention: Prospectus Department, 1300 17th Street N., Suite 1300, Arlington, VA 22209, by telephone at (703) 312-9580 and by e-mail: Prospectuses@brileyfin.com.

A registration statement on Form S-1, as amended, relating to the sale of these securities was filed with, and declared effective by, the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is an established professional services firm delivering innovative infrastructure engineering solutions to customers who own, develop, and maintain the built environment. With over 1,100 employees in 40 offices throughout the United States, Bowman provides a variety of infrastructure planning, engineering, construction management, commissioning, environmental consulting, geomatics, survey, land procurement and other technical services to customers operating in a diverse set of regulated end markets. For more information, visit bowman.com.

Forward-Looking Statements

This press releasecontains forward-looking statements. Forward-looking statements include all statements that are not historical facts. The words “believe,” “may,” “will,” “estimate,” “continue,”“anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include any statements regarding Bowman’s intended use of proceeds fromthe offering. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under “Risk Factors” in Bowman’s registration statement relating to the offering. Anyforward-looking statements contained in this press release speak only as of the date hereof and, except as required by law, Bowman specifically disclaims any obligation to update any of these forward-looking statements to conform thesestatements to actual results or revised expectations.

Contact:

Investor Relations

Bruce Labovitz

ir@bowman.com

(703) 787-3403

Megan McGrath

mmcgrath@finprofiles.com

(310) 622-8248