Form 8-K

8-K — Bowman Consulting Group Ltd.

Accession: 0001193125-26-161761

Filed: 2026-04-17

Period: 2026-04-17

CIK: 0001847590

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d887864d8k.htm (Primary)

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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): April 17, 2026

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2026, Robert Hickey notified Bowman Consulting Group Ltd. (“Bowman” or the “Company”) of his planned retirement from the Company, effective as of December 31, 2026, and his resignation as Chief Legal Officer, Secretary and Executive Vice-President of the Company effective as of May 1, 2026. For the period between Mr. Hickey’s resignation as Chief Legal Officer, Secretary and Executive Vice President and his retirement on December 31, 2026, Mr. Hickey has agreed to serve as a Senior Legal Advisor to the Company with no change to Mr. Hickey’s compensation or benefits for the remaining term of his employment. Mr. Hickey’s retirement and resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Hickey’s retirement and resignation, the Company and Mr. Hickey executed a letter agreement (the “Hickey Letter Agreement”) which, among other matters, contained information regarding Mr. Hickey’s ineligibility to participate in the Company’s Short Term Incentive Plan for 2026, his entitlement to a one-time cash award on December 31, 2026, and the vesting of previously granted restricted share awards and performance share unit awards upon his retirement.

The foregoing description of the Hickey Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Hickey Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The Board of Directors has appointed Elizabeth Abdoo, who joined the Company in October 2020 and has been serving as Senior Legal Advisor, as Chief Legal Officer and Secretary of the Company effective May 1, 2026. Ms. Abdoo previously served for more than 18 years as General Counsel and Corporate Secretary of Host Hotels & Resorts, Inc. (NASDAQ:HST), an S&P 500 company and the nation’s largest lodging real estate investment trust.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Hickey Letter Agreement, dated April 17, 2026.

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: April 17, 2026

By:

/s/ Bruce Labovitz

Bruce Labovitz

Chief Financial Officer

EX-10.1

Filename: d887864dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

April 17, 2026

Robert

A. Hickey

1806 Watervale Way

Vienna, VA 22182

Dear Bob,

You have indicated that you are considering stepping

down as Executive Vice President, Chief Legal Officer and Corporate Secretary effective as of May 1, 2026 and giving the Company a notice of Retirement effective as of December 31, 2026. “Retirement” is as defined in the Bowman

Consulting Group Ltd 2021 Executive Officer Short-Term Incentive Plan as amended (the “Short-Term Incentive Plan”). The notice of Retirement would also serve as notice under section 2 of your Amended and Restated Executive Employment

Agreement (the “Employment Agreement”) dated as of August 22, 2024, as amended, that you do not intend to renew the Employment Agreement beyond its Term of December 31, 2026. As you know, Retirement is contingent upon the

consent of the Compensation Committee, and the Compensation Committee has consented to your Retirement and to the arrangements, compensation and benefits summarized below (which, for the avoidance of doubt, supersede and replace any

compensation-related arrangements and benefits provided for pursuant to the terms of the Employment Agreement or any other plan or policy of the Company).

1. Responsibilities.

Effective upon your resignation as

Executive Vice President, Chief Legal Officer and Corporate Secretary, you have agreed to continue to serve as a Senior Legal Advisor in the Law department, reporting to the Chief Legal Officer. You will assist in acquisition and insurance matters,

legal proceedings involving the Company and in the transition of your day-to-day responsibilities. There will be no change to your compensation or benefits for the

remaining term of your employment.

2. Short-Term Incentive Plan.

You will no longer be eligible to receive your Short-Term Incentive Plan award for 2026. You will, however, receive a lump sum payment in the amount of

$338,583 on your last day of employment.

3. Time-Based Restricted Stock Awards.

Your Time-Based Restricted Stock awards will accelerate and vest as of your last day of employment. Those awards are listed on Exhibit A.

4. Performance Based Restricted Stock Awards.

Your Performance

Based Restricted Stock awards will accelerate and vest as of your last day of employment. Those awards are also listed on Exhibit A.

5. COBRA.

The Company will pay as a COBRA premium for you and any dependents until the earlier to occur of (a) December 31, 2027, (b) the date that you become

eligible for coverage under a plan of a subsequent employer and (c) the date that you or your dependents cease to be eligible for COBRA coverage.

Resignation from other positions.

Effective as of May 1, 2026 you will also resign as a director, officer, or manager of each of the Company’s

subsidiaries and affiliates in which you hold any such position.

7. Release.

Your receipt of the consideration referred to in Sections 2, 3, and 4 above is contingent upon your execution of the release in the form attached as Exhibit 1

to the Employment Agreement. Except as expressly modified by this letter agreement, the terms and provisions of the Employment Agreement (including, without limitation, the provisions of Section 9 and Appendix B thereof) shall remain in full

force and effect in accordance with its terms.

Bowman Consulting Group Ltd.

By:

/s/ MK Gribbons

MK Gribbons

Dated: April 17, 2026

Agreed and acknowledged:

/s/ Robert Hickey

Robert Hickey

Appendix A – Outstanding Restricted Stock Awards

Grant Date

Vests

Type

Unvested Shares as of

12/31/2026

8-Feb-24

2027

RSA

974

9-Feb-24

2027

PSU

20,676

6-Feb-25

2028

RSA

2,141

6-Feb-25

2028

PSU

22,716

11-Feb-26

2029

RSA

5,719

11-Feb-26

2029

PSU

5,719

57,945

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