Bowman Consulting Group Ltd.

i

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Quarterly Report on Form 10-Q that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Merger (as defined in footnote 1 below), including the expected timing of the closing of the Merger, the ability of the parties to complete the Merger considering the various closing conditions, the expected synergies, impacts and benefits of the Merger, the plans, strategies and prospects, both business and financial, of Bowman Consulting Group Ltd. (the “Company”), and any assumptions underlying any of the foregoing.

In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are not guarantees of future performance. These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from the Company’s current expectations. Important factors that could cause such differences include:

•our ability to identify and engage a qualified Chief Executive Officer candidate with the necessary skills and experience in a timely manner, and to achieve an orderly transition upon the retirement of Gary Bowman, our Chief Executive Officer;

•our ability to retain the continued service of our key professionals and to identify, hire, retain and utilize additional qualified personnel;

•changes in demand from the customers that we serve;

•any material outbreak or material escalation of international hostilities, including developments in the conflict involving Russia and the Ukraine, or the Middle East and the economic consequences of related events and resulting market volatility;

•changes in general domestic and international economic conditions such as inflation rates, interest rates, tax rates, higher labor and healthcare costs, recessions, tariffs, trade wars and changing government policies, laws and regulations;

•our ability to obtain financing to fund our growth strategy and working capital requirements at commercially reasonable rates or at all;

•uncertainty related to the size and composition of the U.S. government and the impact of downsizing and cost reduction efforts on other governmental and quasi-governmental budgetary and funding approval processes;

•our ability to execute our acquisitions strategy, including successful completion of acquisitions and the integration of new acquisitions into our operations and financial reporting;

•the possibility that our contracts may be terminated by our customers;

•our ability to win new contracts and renew existing contracts on commercially reasonable terms or at all;

•competitive pressures and trends in our industry and our ability to successfully compete with our competitors;

•our dependence on a limited number of customers;

•our ability to complete projects timely, in accordance with our customers’ expectations, or profitability;

•our ability to successfully manage our growth strategy;

•our ability to raise capital in the future on commercially reasonable terms or at all;

•the credit and collection risks associated with our customers;

•our ability to comply with procurement laws and regulations;

•changes in laws, regulations, or policies that directly or indirectly impact our business and operations;

•weather conditions and seasonal revenue fluctuations may adversely impact our financial results;

•the enactment of legislation that could limit the ability of local, state and federal agencies to contract for our privatized services;

•our ability to complete our backlog of uncompleted projects as currently projected;

•the risk of employee misconduct or our failure to comply with laws and regulations;

•our ability to control, and operational issues pertaining to, business activities that we conduct with business partners and other third parties;

•our need to comply with a number of restrictive covenants and similar provisions in our credit facility that generally limit our ability to (among other things) incur additional indebtedness, create liens, make acquisitions, pay dividends and undergo certain changes in control, which could affect our ability to finance future operations, acquisitions or capital needs; and

•significant influence by our largest stockholder, Gary Bowman, our Chief Executive Officer, and the existence of certain anti-takeover measures in our governing documents.

Additionally, these risks and uncertainties include risks and developments related to, among other things, (i) the completion of the proposed Merger on the anticipated terms and timing, or at all, including the parties’ ability to satisfy the conditions to the completion of the Merger, or the failure to satisfy such conditions, (ii) the effect of the announcement or pendency of the Merger on the Company’s business, operating results, financial performance, ability to retain and hire key personnel, and relationships with customers, suppliers, competitors and others, (iii) the effect of the restrictions imposed by the Merger Agreement (as defined in footnote 1 below) during the pendency of the Merger, which may (x) disrupt the Company’s current plans and business operations, (y) impact the Company’s ability to pursue certain business opportunities or strategic transactions or (z) divert management’s attention from ongoing business operations, (iv) the ability of Bernhard Capital Partners, the acquirer in the Merger, to procure the financing required to complete the Merger, (v) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (vi) the fact that the Company may be required to pay a termination fee to Bernhard Capital Partners if the Merger Agreement is terminated in certain circumstances, (vii) litigation being instituted against the Company, Bernhard Capital Partners or other parties, including their respective directors, managers or officers, in connection with the Merger, which may have an unfavorable outcome, (viii) the uncertainty of the outcome of any such litigation and its effects on the parties to the Merger Agreement, (ix) changes in laws, regulations, or policies, (x) general economic conditions, nationally and globally, and their effect on the market for the Company’s services, (xi) competitive pressures and trends in the Company’s industry and its ability to successfully compete with its competitors, (xii) the effect on the Company’s stock price if the Merger is not completed, which may decline significantly following a termination of the Merger Agreement, (xiii) potential business uncertainty during the pendency of the Merger, including changes to existing business relationships; (xiv) the significant costs, fees and expenses the Company may incur in connection with the Merger, and (xv) the effects of unknown liabilities related to the Merger on the Company.

For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s periodic reports and other filings with the SEC, including risks described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC, and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Company’s Investor Relations page at investors.bowman.com. The forward-looking statements included in this Quarterly Report on Form 8-K are made only as of the date hereof, and the Company disclaims any obligation to update the forward-looking statements in the future, except as required by applicable law. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements.