BWMN — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-10

• Gross contract revenue for the six months ended June 30, 2026 and 2025 was $272.6 million and $235.0 million, respectively, representing year over year growth of 16.0%. Gross contract revenue derived from our workforce represented 89.2% and 88.6% of gross contract revenue for the six months ended Ju…

• In connection with the extensive investment of time and resources we have made in the automation of certain components of our business, we are now realizing, and expect to continue to realize, productivity improvements that have reduced estimated costs to complete for certain projects in process. Ac…

• On August 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prive Parent, Inc., a Delaware corporation (“Parent”) and Prive Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer…

• If the Merger is consummated, the shares of our common stock that trade on The NASDAQ Stock Market LLC (“Nasdaq”) will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

• The Merger is expected to close in the fourth quarter of calendar year 2026 or the first quarter of calendar year 2027.

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• Subsequent to March 31, 2026, the Company completed an acquisition, and paid total consideration of $1.5 million, subject to adjustments, through a combination of cash, promissory note, and shares of common stock, No cash was acquired with this acquisition. The promissory note bears a simple interes…

• The majority of our assignments within a contract are lump sum in nature, representing approximately 59% and 57% of our gross contract revenue for the three months ended March 31, 2026 and 2025, respectively. However, when evaluated at the overall contract or project level, approximately 92% and 91%…

• when there are contingent compensation elements of the fee arrangement and expected cost at completion. We closely monitor our progress to completion and adjust our estimates when necessary. We do not recognize revenue from work that is performed at risk with no documented customer commitment.

• 1Includes periodic reclassifications of revenue between categories from prior periods for consistency of presentation. For the three months ended March 31, 2025, $3.9 million of data center revenue was reclassified from Building Infrastructure to Power, Utilities & Energy.

• 2Formerly Emerging Markets which represents environmental, mining, water resources, imaging and mapping and other.

Text added vs the prior filing · source: 10-Q · 2026-08-10

• 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 survivi…

• 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 conditions set forth in the Merger Agreement, including (i) the holders of a majority of the outstanding shares of our common stock entitled to vote in accordance with the DGCL to adopt the Merger Agreement shall have affirmatively voted to adopt the …

• There is no assurance that all of the various conditions will be satisfied within the expected timeframe, or at all. We are subject to a number of risks relating to the announcement and pendency of the Merger, including the following:

• •we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees and maintaining our relationships with existing customers and obtaining potential new customers;

Text added vs the prior filing · source: 10-Q · 2026-08-10

• 1. On May 11, 2026, Daniel Swayze, the Company’s Chief Operating Officer, adopted a 10b5-1 Plan that provides for the sale of up to 2,574 shares of the Company’s common stock pursuant to the terms of the 10b5-1 Plan from August 2026 through September 2026.

• 2. On May 18, 2026, Bruce Labovitz, the Company’s Chief Financial Officer, adopted a 10b5-1 Plan that provides for the sale of up to 94,000 shares of the Company’s common stock pursuant to the terms of the 10b5-1 Plan from August 2026 through November 2026. Mr. Labovitz’s prior 10b5-1 Plan expired b…

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• 1. On March 13, 2026, Patricia Mulroy, a Director of the Company, adopted a 10b5-1 Plan that provides for the sale of up to 3,301 shares of the Company’s common stock pursuant to the terms of the 10b5-1 Plan in May 2026. Ms. Mulroy’s prior plan expired in accordance with its terms in July 2025.

• 2. On March 11, 2026, Gary Bowman, the Company’s Chief Executive Officer and Director, adopted a 10b5-1 Plan that provides for (i) with respect to Mr. Bowman, the sale of up to 100,000 shares of the Company’s common stock pursuant to the terms of the 10b5-1 Plan from October 2026 through September 2…

• 3. The Company entered into an Amended and Restated Executive Employment Agreement, dated April 15, 2026, with Daniel Swayze, the Company’s Chief Operating Officer, as authorized by the Board on February 12, 2026. The Agreement provides for a one-year extension of the initial term of the Mr. Swayzes…