Bowman Consulting Group Ltd.

Except as set forth below, there have been no changes to any of the risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in our Annual Report on Form 10-K, as supplemented by our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, which are

incorporated herein by reference except to the extent they address risks arising from or relating to the failure of

events described therein to occur, which events have since occurred.

Risks Related to the Merger

On August 9, 2026, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as the surviving corporation and a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Bernhard.

The Merger may not be completed on the timeline currently contemplated, or at all, and failure to complete the Merger may result in material adverse consequences to our business and operations and the price of our common stock.

Consummation of the Merger is subject to certain remaining conditions set forth in the Merger Agreement, including (i) the absence of any law (other than any foreign direct investment law) or order (other than as related to any foreign direct investment law) issued by a governmental authority of competent jurisdiction after the date of the Merger Agreement that prohibits, makes illegal or enjoins the consummation of the Merger; (ii) the accuracy of the parties’ respective representations and warranties contained in the Merger Agreement, subject to specified materiality qualifications; (iii) the parties’ performance of their respective pre-closing obligations in the Merger Agreement in all material respects; and (iv) the delivery by each party to the other party of a certificate certifying compliance with the conditions described in clauses (ii) and (iii). On November 4, 2026, the stockholders adopted the Merger Agreement and on September

21, 2026, the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended,

terminated, each of which were conditions to the consummation of the Merger.

There is no assurance that all of the various conditions will be satisfied within the expected timeframe, or at all.

Even if successfully completed, there are certain risks to our stockholders from the Merger, including:

•the fact that receipt of the all-cash per share consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and

•the fact that, if the Merger is completed, our stockholders will not participate in any future growth potential or benefit from any future increase in the value of the Company.

If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Bernhard. These costs could require us to use available cash that would have otherwise been available for other uses.

If the Merger is not completed, in certain circumstances, we could be required to pay a termination fee of $26,861,672 to Bernhard. If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes or other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business, results of operations or financial condition, which in turn would materially and adversely affect the price of our common stock.