Bowman Consulting Group Ltd.BWMN
Bowman Consulting Group Ltd. Earnings Per Share Disclosure
Earnings Per Share and Certain Related Information
Basic earnings per share is calculated by dividing net income attributable to the Company available to common stockholders by the weighted average number of common shares outstanding for the years ended December 31, 2025 and 2024. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were either exercised or converted into common stock or resulted in the issuance of common stock that would share in the earnings of the Company. The dilutive effect of options is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of performance based restricted stock units, which are considered contingently issuable shares, is reflected in diluted earnings per share by application of the treasury stock method. The dilutive effect of shares to be purchased under the Company’s Employee Stock Purchase Plan is reflected in diluted earnings per share by the weighted-average number of shares outstanding that would have been outstanding during the period. The dilutive effect of convertible debt is reflected in diluted earnings per share by application of the if-converted method. The Company uses the two-class method to determine earnings per share.
For calculating basic earnings per share, for the year ended December 31, 2025, the weighted average number of shares outstanding exclude 833,652 non-vested restricted shares and 115 unexercised substantive options. The computation of diluted earnings per share for the year ended December 31, 2025 did not include the effect of non-vested restricted shares or substantive options because the effect was antidilutive.
For calculating basic earnings per share, for the year ended December 31, 2024, the weighted average number of shares outstanding exclude 1,290,426 non-vested restricted shares and 2,963 unexercised substantive options. The computation of diluted earnings per share for the year ended December 31, 2024 did not include the effect of non-vested restricted shares or substantive options because the effect was antidilutive.
The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the years ended December 31, 2025 and 2024 (in thousands, except share data):
| For the Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Numerator | |||||||||||
| Net income | $ | 12,849 | $ | 3,034 | |||||||
| Earnings allocated to non-vested shares | 621 | 230 | |||||||||
| Subtotal | $ | 12,228 | $ | 2,804 | |||||||
| Denominator | |||||||||||
| Weighted average common shares outstanding | 16,414,804 | 15,754,344 | |||||||||
| Effect of dilutive contingently earned shares | 332,394 | 377,679 | |||||||||
| Dilutive average shares outstanding | 16,747,198 | 16,132,023 | |||||||||
| Basic earnings per share | $ | 0.74 | $ | 0.18 | |||||||
| Dilutive earnings per share | $ | 0.73 | $ | 0.17 | |||||||
Share Repurchases
On June 6, 2025, the board of directors authorized a new share repurchase program under which the Company may repurchase up to $25 million of its common stock ("2025 Repurchase Authorization") over a 12-month period beginning on June 9, 2025. The 2025 Repurchase Authorization replaced the Company's prior share repurchase program, which was scheduled to expire on July 31, 2025. The execution of the repurchase program is expected to be consistent with the Company’s strategic initiatives which prioritize investments in organic and acquisitive growth. The timing and amount of any share repurchases will be determined by management at its discretion based on several factors including share price, market conditions and capital allocation priorities. Shares may be repurchased from time to time through open market purchases, in privately negotiated transactions or by other means, including the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in accordance with applicable securities laws and other restrictions. The share repurchase program does not obligate Bowman to acquire a specific number of shares of common stock and may be suspended, modified, or discontinued at any time without notice.
Previously, on August 15, 2024, the board of directors authorized a $25 million share repurchase program ("2024 Repurchase Authorization"), which was subsequently increased to $35 million on November 29, 2024. The 2024 Repurchase Authorization was scheduled to expire on July 31, 2025, but was terminated on June 6, 2025, upon approval of the 2025 Repurchase Authorization.
Under the 2024 Repurchase Authorization, which expired in 2025, the Company repurchased 1,368,576 shares of common stock at an average price of $23.97 per share. Under the 2025 Repurchase Authorization, the Company repurchased 272,885 shares of common stock at an average price of $34.25 per share through December 31, 2025, and $15.7 million remained available for future repurchases as of that date.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 5, 2026 | Showing above |
| 2024 | Mar 12, 2025 | |
| 2023 | Mar 12, 2024 | |
| 2022 | Mar 15, 2023 | |
| 2021 | Mar 23, 2022 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.