Bowman Gary 4

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.