BWMN 8-K
Bowman Consulting Group Ltd. (BWMN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On August 15, 2024, the Board of Directors of Bowman Consulting Group Ltd. (“Bowman” or the “Company”) authorized an increase to the Company’s previously announced common stock repurchase program from $10 million to up to $25 million. The Board of Directors also authorized extending the termination date of the stock repurchase program from November 16, 2024 to August 31, 2025. As of August 15, 2024, the prior authorization from November 2023 had $4.2 million remaining, leaving $20.8 million available under the increased authorization.
The common stock may be purchased from time to time depending upon market conditions and may be purchased in the open market and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The plan does not obligate the Company to repurchase any specific number or any specific dollar amount of shares and may be suspended at any time at our discretion.
A copy of the press release announcing the increase in authorization of the program is furnished as Exhibit 99.1 to this Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Bowman Consulting Group Ltd. press release dated August 16, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOWMAN CONSULTING GROUP LTD. | ||||||
| Date: August 16, 2024 | By: | /s/ Bruce Labovitz | ||||
| Bruce Labovitz | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Bowman Announces Authorization of an Increase in its Share Repurchase Program
August 16, 2024
RESTON, Va.–(BUSINESS WIRE) – Bowman Consulting Group Ltd. (Nasdaq: BWMN) (“Bowman” or the “Company”), a national engineering services firm supporting owners and developers of the built environment, today announced that its Board of Directors authorized an increase to its previously announced share repurchase program from $10 million to up to $25 million (of which $20.8 million remains available) and extended the termination date of the share repurchase program from November 16, 2024 to August 31, 2025. The Company intends to continue to invest in organic and strategic acquisitive growth initiatives.
The timing and amount of any share repurchases will be determined by management at its discretion based on several factors including share price, market conditions and capital allocation priorities. Shares may be repurchased from time to time through open market purchases, in privately negotiated transactions or by other means, including the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. The share repurchase program does not obligate Bowman to acquire a specific number of shares of common stock and may be suspended, modified, or discontinued at any time without notice.
About Bowman Consulting Group Ltd.
Headquartered in Reston, Virginia, Bowman is a national engineering services firm delivering infrastructure solutions to customers who own, develop, and maintain the built environment. With over 2,200 employees and more than 90 offices throughout the United States, Bowman provides a variety of planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding the date of commencement and expiry of the share repurchase program, the amount of shares to be repurchased, the methods of such repurchases, if any, pursuant to the share repurchase program and the anticipated execution of the repurchase program consistent with the Company’s strategic initiatives described above are forward-looking statements and represent our views as of the date of this press release. The words “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, “goal” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our
current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs, These forward-looking statements are subject to several assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. Considering these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipates or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements after the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Investor Relations Contacts:
Bruce Labovitz
(703) 787-3403
Betsy Patterson
(310) 622-8227