Bowman Gary 4

4 · Bowman Consulting Group Ltd. · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Bowman Consulting (BWMN) CEO Gary Bowman Receives Awards

What Happened

Gary Bowman, CEO of Bowman Consulting Group Ltd. (BWMN), reported multiple awards that vested on February 11, 2026 totaling 62,225 shares (three awards: 34,659; 16,527; 11,039), recorded at $0.00 per share as acquisitions (awards). On the same date he had 10,593 shares disposed (sold) at $33.18 per share to satisfy tax withholding obligations, netting $351,476.
The transactions are awards/vesting (A) and a tax-withholding disposition (F). Awarded shares are acquisitions (not open-market purchases). The sale was a withholding sale to cover tax liabilities rather than an independent market sell decision.

Key Details

Transaction date: February 11, 2026. Sale price for withheld shares: $33.18; sale proceeds: $351,476. Awarded shares reported at $0.00 per share (vesting).
Shares acquired (vested): 34,659 + 16,527 + 11,039 = 62,225. Shares sold for withholding: 10,593.
Shares owned after the transactions: Not disclosed in the Form 4 filing.
Footnotes of note:
- F1: A performance-based RSU grant from Feb 9, 2023 vested after the Compensation Committee determined the issuer met the 26.25th percentile performance level for Jan 1, 2023–Dec 31, 2025.
- F2: One award reflects an annual time-based restricted stock grant that vests in three equal installments beginning one year after grant.
- F3: One amount reflects an earned short-term incentive the CEO elected to receive in stock; that stock will vest on Dec 15, 2026.
Filing timeliness: The Form 4 was filed Feb 17, 2026 for a Feb 11 transaction, which is later than the typical 2-business-day Form 4 reporting window, so it appears to be a late filing.

Context

Performance-based and time-based restricted stock vestings are routine executive compensation events. The performance award vested at a below-median (26.25th percentile) outcome, resulting in partial vesting as described in F1.
The 10,593-share disposition was a tax-withholding sale (code F), common when restricted stock units vest; such withholding sales are administrative and do not necessarily signal the insider's view on the company's stock.
No options were exercised and no open-market purchases were reported in this filing.

Form 4

Period: 2026-02-11

DirectorChief Executive Officer10% Owner

Transactions

Footnotes (3)

[F1]On February 9, 2023, the reporting person was granted an award of restricted stock units under the 2021 Executive Officers Long Term Incentive Plan, as amended, which vests in the form of common stock based on the total stockholder return of the Issuer compared against a peer group for the performance period January 1, 2023 through December 31, 2025. On February 11, 2026, the Compensation Committee determined that the 26.25th percentile performance level had been met, resulting in the vesting of these shares.
[F2]Reflects the annual award of time-based restricted stock under the Long-Term Incentive Plan, which vests in three equal installments beginning on the first anniversary of the grant date.
[F3]Reflect amount earned by the reporting person under the 2021 Executive Short Term Incentive Plan, as amended, for performance-year ended December 31, 2025, which amounts the reporting person had previously elected to have paid in common stock. The common stock will vest on December 15, 2026.

Signature

/s/ Gary Bowman by Robert Hickey with Power of Attorney|2026-02-17

1 file