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    SEC Form 8-K filed by Bowman Consulting Group Ltd.

    8/16/24 4:30:52 PM ET
    $BWMN
    Professional Services
    Consumer Discretionary
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    8-K
    false 0001847590 0001847590 2024-08-15 2024-08-15

     

     

    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): August 15, 2024

     

     

    Bowman Consulting Group Ltd.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-40371   54-1762351
    (State or other jurisdiction
    of incorporation)
     

    (Commission

    File Number)

      (IRS Employer
    Identification No.)

    12355 Sunrise Valley Drive, Suite 520

    Reston, Virginia 20191

    (Address of principal executive offices) (Zip Code)

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

     

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

     

     

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

     

      ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of Each Class

     

    Trading
    Symbol(s)

     

    Name of Each Exchange

    on Which Registered

    Common stock, par value $0.01 per share   BWMN   Nasdaq Global Market

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

    Emerging growth company ☒

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

     

     

     


    Item 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
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