Bowman Consulting Group Ltd

New Credit Facility

On May 2, 2024 the Company and certain of its subsidiaries as guarantors entered into a new $100 million credit agreement with lenders, Bank of America N.A, as Administrative Agent, the Swingline Lender and L/C Issuer, and TD Bank, N.A. as syndication agent (the “New Credit Agreement”). The New Credit Agreement replaces the Company’s existing $70.0 million Revolving Credit Facility with Bank of America and its non-revolving fixed line of credit with Bank of America. In addition, the Company and certain of its subsidiaries entered into a Security and Pledge Agreement dated as May 2, 2024 with Bank of America, N.A., in its capacity as Administrative Agent. The New Credit Facility provides, among other things, for:

•interest rate borrowings based on SOFR or a base rate plus, in each case, an applicable rate that varies according to the Company’s Leverage Ratio (as defined in the New Credit Agreement), with such applicable rate in the case of Revolver borrowings, ranging from 2.10% to 2.60% for SOFR borrowings and from 1.10% to 1.60% for base rate borrowings;

•a subfacility of up to $15,000,000 for swingline borrowings and a subfacility of up to $5,000,000 for issuances of letters of credit; and

•financial covenants (including covenants concerning leverage and fixed charge coverage) that are the same as under the existing Credit Agreement, including that (i) our fixed charge coverage ratio may not be less than 1.25:1.00, and (ii) our leverage ratio may not exceed 3.25:1.00 except, at our option, for certain periods after the closing of acquisitions.

Borrowings under the New Credit Agreement may be used for working capital and other general corporate purposes, including for the consummation of acquisitions.

Other Covenants and Events of Acceleration

The New Credit Facility imposes restrictions on customary matters such as the incurrence of indebtedness, liens, restricted payments and investments, that were also restricted in the existing Credit Agreement and financial covenant tests that are consistent with the existing Credit Agreement.

The New Credit Facility also includes usual and customary events of default for facilities of this nature, and provides that, upon occurrence and continuation of an event of default, payment of all amounts payable under the credit facilities may be accelerated, and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the credit facilities will automatically become due and payable and the lenders’ commitments will automatically terminate.

The foregoing does not purport to be a complete description of the terms of the New Credit Facility and such description is qualified in its entirety by reference to the New Credit Facility, a copy of which is filed as an Exhibit.

Existing Relationships with the Lenders

The Company has ongoing relationships with Bank of America, N.A. for which the lender has received customary fees and expenses. An affiliate of Bank of America has also acted as an underwriter for the issuance of equity securities of the Company.