Bristow Group (NYSE: VTOL) lifts revenue but net income falls
Bristow Group Inc. reported higher revenue but weaker profitability for the quarter and six months ended June 30, 2026. For the first half, total revenues rose 10.1% to $800,460, while net income attributable to Bristow declined to $34,260 from $59,107 and diluted EPS to $1.14 from $1.98.
Offshore Energy Services and Government Services drove growth, with Government Services revenue up 23.3% on new UKSAR2G and Irish Coast Guard contracts, though penalties for aircraft availability, fuel-cost timing and transition expenses pushed that segment to a loss. Offshore Energy Services benefited from stronger Americas and Africa activity, while Other Services saw higher revenue but lower year-to-date margin.
Results also reflected higher depreciation from an accelerated phase-out of S76D helicopters, increased interest expense and a swing in other income to foreign-exchange-driven losses. Bristow continued reshaping its portfolio by agreeing to a $105.0 million all-cash acquisition of Berry Aviation and planning to sell its Norway Offshore Energy Services business, while holding $312,297 in cash against $745,480 of debt.
Positive
- Bristow completed a $105.0 million all-cash acquisition of Berry Aviation, adding special mission, ISR, MRO, UAS and on-demand cargo capabilities that broaden Government Services and further diversify the business beyond offshore energy.
Negative
- Net income attributable to Bristow Group Inc. fell to $34,260 for the six months ended June 30, 2026 from $59,107 a year earlier, with diluted EPS down to $1.14 from $1.98, reflecting higher depreciation, interest expense and foreign-exchange-driven other losses.
Filing Explained
Berry Aviation is acquired for $105.0 million in cash; purchase-price accounting remains incomplete while Bristow funds fleet and aircraft commitments.
Form 10-Q is an unaudited quarterly report covering interim financial statements and updates to risks and liquidity. Bristow completed its acquisition of Berry Aviation in July 2026 for
Bristow also finalized plans to retire its S76D medium helicopters and complete the transition to a newer model by early 2027. The shorter estimated useful life added
At
The next material resolution points are completion of the Berry Aviation purchase-price allocation, any definitive agreement or classification for the Norway sale, and execution of the S76D fleet transition by early 2027.
Key Figures
Total revenues: $800,460
Net income attributable to Bristow Group Inc.: $34,260
Cash and cash equivalents: $312,297
+5 more
8 metrics
Total revenues
$800,460
Six months ended June 30, 2026; up 10.1% from $726,959
Net income attributable to Bristow Group Inc.
$34,260
Six months ended June 30, 2026 vs $59,107 in 2025
Cash and cash equivalents
$312,297
Balance sheet cash as of June 30, 2026
Total debt
$745,480
Carrying amount of debt as of June 30, 2026
Berry Aviation acquisition price
$105.0 million
All-cash consideration for Berry Aviation under definitive agreement
Unfunded capital commitments
$58.8 million
Aircraft purchase commitments payable beginning in 2026 and 2027
Additional S76D depreciation expense
$13.6 million
Extra depreciation recognized in six months ended June 30, 2026 from shortened useful life
Quarterly cash dividend
$0.125 per share
Dividend declared on common stock in each of the first two quarters of 2026
Key Terms
Advanced Air Mobility (AAM) aircraft, Power-by-hour (PBH) amortization, Asset-backed revolving facility (ABL Facility), Loss on extinguishment of debt, +1 more
5 terms
Advanced Air Mobility (AAM) aircraft technical
"Orders to purchase electric vertical takeoff and landing and short takeoff and landing aircraft, collectively known as AAM aircraft"
Power-by-hour (PBH) amortization financial
"PBH amortization is included within operating expenses on the condensed consolidated statements of operations"
Asset-backed revolving facility (ABL Facility) financial
"amendment and restatement of its asset-backed revolving facility between, among others, Bristow Helicopters Limited and Bristow LLC as borrowers and Barclays Bank plc as agent and security agent ("ABL Facility")"
Loss on extinguishment of debt financial
"the Company recognized a $2.8 million loss on debt extinguishment related to unamortized deferred financing fees"
Loss on extinguishment of debt is the accounting hit a company records when it retires or restructures a loan or bond for an amount that exceeds the debt’s recorded value—like paying more than the remaining balance to settle a loan early. It matters to investors because it reduces reported profit and can use cash, but may also cut future interest costs or signal financial stress; understanding it helps assess earnings quality and balance-sheet strength.
Search and rescue (SAR) technical
"The Government Services segment provides search and rescue ("SAR") and support helicopter services to government agencies globally"
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FAQ
How did Bristow Group (VTOL) perform financially in the first half of 2026?
Bristow’s total revenues rose 10.1% to $800,460 for the six months ended June 30, 2026, but net income attributable to Bristow declined to $34,260 from $59,107, and diluted EPS dropped to $1.14 from $1.98.
Which segments drove revenue changes for Bristow Group (VTOL) in 2026 year-to-date?
Offshore Energy Services revenue grew to $515,951, Government Services to $220,104 (up 23.3%), and Other Services to $64,405. New UKSAR2G and Irish Coast Guard contracts were key drivers, while Europe offshore revenues declined on lower utilization.
What is the impact of the S76D helicopter retirement on Bristow Group (VTOL)?
Bristow finalized plans to retire its S76D medium helicopters earlier than expected, recognizing $13.6 million of additional depreciation in the first half of 2026 and expecting about $13.3 million more in 2026 and $4.4 million in 2027 from this change in estimate.
What major strategic moves did Bristow Group (VTOL) undertake, including acquisitions or divestitures?
Bristow agreed to acquire Berry Aviation for $105.0 million in cash, closing in July 2026, to expand special mission and Government Services capabilities. It also announced plans to pursue the sale of its Norway Offshore Energy Services business as part of a portfolio optimization strategy.
What is Bristow Group’s (VTOL) liquidity and debt position as of June 30, 2026?
Bristow held $312,297 of cash and cash equivalents and had $59.3 million of availability under its ABL Facility, for total liquidity of about $371.6 million. Total debt had a carrying amount of $745,480, mainly 6.750% Senior Notes and long-term equipment financings.
Does Bristow Group (VTOL) return capital to shareholders through dividends or buybacks?
Bristow began a quarterly dividend program in 2026, declaring $0.125 per share in each of the first two quarters. It also repurchased treasury stock, leaving $121.0 million available under a $125.0 million share repurchase authorization as of June 30, 2026.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________
FORM 10-Q
________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to | ||||||||
Commission File Number | ||||||||||||||
| (Exact name of registrant as specified in its charter) | ||||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | ||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code:
(713 ) 267-7600
None | ||||||||
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer | Non-accelerated filer | Smaller reporting company | Emerging growth company | |||||||||||
| ☑ | ☐ | ☐ | ||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☑ No ☐
The total number of shares of common stock (in thousands), par value $0.01 per share, outstanding as of July 31, 2026 was 29,642 . The Registrant has no other class of common stock outstanding.
Table of Contents
BRISTOW GROUP INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
Page | |||||
PART I. FINANCIAL INFORMATION | 1 | ||||
Item 1. Financial Statements | 1 | ||||
Condensed Consolidated Statements of Operations | 1 | ||||
Condensed Consolidated Statements of Comprehensive Income | 2 | ||||
Condensed Consolidated Balance Sheets | 3 | ||||
Condensed Consolidated Statements of Changes in Stockholders’ Equity | 4 | ||||
Condensed Consolidated Statements of Cash Flows | 5 | ||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 6 | ||||
Note 1. BASIS OF PRESENTATION, CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 | ||||
Note 2. REVENUES | 7 | ||||
Note 3. RELATED PARTY TRANSACTIONS | 8 | ||||
Note 4. DEBT | 8 | ||||
Note 5. FAIR VALUE DISCLOSURES | 9 | ||||
Note 6. DERIVATIVE FINANCIAL INSTRUMENTS | 10 | ||||
Note 7. COMMITMENTS AND CONTINGENCIES | 10 | ||||
Note 8. INCOME TAXES | 11 | ||||
Note 9. STOCKHOLDERS’ EQUITY | 11 | ||||
Note 10. EARNINGS PER SHARE | 12 | ||||
Note 11. SEGMENTS | 13 | ||||
Note 12. SUBSEQUENT EVENTS | 16 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | ||||
Forward-Looking Statements | 17 | ||||
Overview | 19 | ||||
Recent Developments | 19 | ||||
Fleet Information | 20 | ||||
Results of Operations | 22 | ||||
Liquidity and Capital Resources | 27 | ||||
Critical Accounting Estimates | 30 | ||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 30 | ||||
Item 4. Controls and Procedures | 30 | ||||
PART II. OTHER INFORMATION | 30 | ||||
Item 1A. Risk Factors | 31 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 31 | ||||
Item 3. Defaults Upon Senior Securities | 31 | ||||
Item 4. Mine Safety Disclosures | 31 | ||||
Item 5. Other Information | 31 | ||||
Item 6. Exhibits | 32 | ||||
SIGNATURES | 33 | ||||
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Personnel | |||||||||||||||||||||||
| Repairs and maintenance | |||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||
| Leased-in equipment | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Gains on disposal of assets | |||||||||||||||||||||||
| Earnings from unconsolidated affiliates | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ||||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Total other income (expense), net | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Net income attributable to Bristow Group Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares of common stock outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Currency translation adjustments | |||||||||||||||||||||||
| Pension liability adjustment | ( | ( | ( | ||||||||||||||||||||
| Unrealized gains (losses) on cash flow hedges, net | ( | ( | ( | ||||||||||||||||||||
| Total other comprehensive income, net of tax | |||||||||||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||
| Net comprehensive loss (income) attributable to noncontrolling interests | ( | ( | ( | ||||||||||||||||||||
| Total comprehensive income attributable to Bristow Group Inc. | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation of $ | |||||||||||
| Investment in unconsolidated affiliates | |||||||||||
| Right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued wages, benefits and related taxes | |||||||||||
| Income taxes payable and other accrued taxes | |||||||||||
| Deferred revenue | |||||||||||
| Accrued maintenance and repairs | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Accrued interest and other accrued liabilities | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, less current maturities | |||||||||||
| Other liabilities and deferred credits | |||||||||||
| Deferred taxes | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 7) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Bristow Group Inc. stockholders’ equity | |||||||||||
| Noncontrolling interests | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
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BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited, in thousands)
| Total Bristow Group Inc. Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock (Shares) | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Share award amortization | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Dividends declared on common stock ($ | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Share award amortization | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends declared on common stock ($ | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Total Bristow Group Inc. Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock (Shares) | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Share award amortization | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
| Share award amortization | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Capital contribution to affiliates | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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BRISTOW GROUP INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash from operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Gains on disposal of assets | ( | ( | |||||||||
| Earnings from unconsolidated affiliates | ( | ( | |||||||||
| Loss on extinguishment of debt | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Amortization of deferred financing fees | |||||||||||
| Amortization of deferred contract costs | |||||||||||
| Increase (decrease) in cash resulting from changes in: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventory, prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from asset dispositions | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from borrowings | |||||||||||
| Debt issuance costs | ( | ( | |||||||||
| Repayments of debt | ( | ( | |||||||||
| Exercise of stock options | |||||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Dividend payments | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes, net | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
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BRISTOW GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. BASIS OF PRESENTATION, CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. Unless the context otherwise indicates, any references to the “Company”, “Bristow”, “we”, “us” and “our” refer to Bristow Group Inc. and its consolidated entities.
The condensed consolidated financial information for the three and six months ended June 30, 2026 and 2025, has been prepared by the Company in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Summary of Significant Accounting Policies
Basis of Consolidation
The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.
On June 23, 2026, the Company announced plans to pursue the sale of its Norway Offshore Energy Services business as part of its portfolio optimization strategy. The timing and structure of any potential transaction remain subject to market conditions and other considerations. In connection with this announcement, the Company evaluated its Norway business in accordance with Accounting Standards Codification (“ASC”) 205-20 Presentation of Financial Statements — Discontinued Operations and ASC 360 Property, Plant, and Equipment and determined that, at this time, not all criteria had been met in order to classify its Norway business as either discontinued operations or as held for sale, in accordance with the two U.S. GAAP standards, respectively.
Accounting Estimates
The preparation of these condensed consolidated financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated statements of operations and comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statements of changes in stockholders’ equity and the condensed consolidated statements of cash flows. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire year.
Change in Estimate
During the six months ended June 30, 2026, the Company finalized its plans to retire a certain aircraft model, namely the S76D medium helicopters, from its fleet and transition to a newer model as part of its ongoing fleet management efforts. The decision was primarily driven by operational considerations, including availability of the new aircraft, repairs and maintenance coverage with the original equipment manufacturer (“OEM”) and the ability to procure parts and inventory needed to support the existing fleet. The Company plans to complete this transition of models by early 2027. Due to the decision to retire certain aircraft earlier than originally expected, the Company revised the estimated useful life of this specific aircraft model to reflect a shorter useful life, which resulted in additional depreciation expense of $13.6 million during the six months ended June 30, 2026. The Company expects to recognize approximately $13.3 million of additional depreciation expense during the remainder of 2026 and approximately $4.4 million in 2027 as a result of this change in estimate. The planned
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Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed within this Quarterly Report on Form 10-Q were assessed and determined as either not applicable or not material to the Company’s consolidated financial position or results of operations.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), requiring footnote disclosure about specific expenses by requiring public business entities to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes purchases of inventory, employee compensation, depreciation and intangible asset amortization. The tabular disclosure would also include certain other expenses, when applicable. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027 (as amended in the FASB update in January 2025 in ASU 2025-01). The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes recognition, measurement, presentation and disclosure requirements for environmental credits and environmental credit obligations. This ASU requires disclosures regarding the nature of environmental credits, including how they are obtained and intended to be used, related accounting policies, significant estimates and judgments, the current and noncurrent balances of compliance and noncompliance environmental credits, and any related voluntary credit or impairment expenses. The guidance applies to entities that generate, purchase, receive, or hold environmental credits, as well as entities with regulatory compliance obligations that may be settled using such credits. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures.
Note 2. REVENUES
Revenue Recognition
The Company’s customers are primarily major integrated, national and independent offshore energy companies and government agencies. Revenues are generally recognized when the Company satisfies its performance obligations by providing aviation services to its customers in exchange for consideration. The Company disaggregates its revenues by operating segment.
Revenues by Segment. Revenues earned by each segment for the periods reflected in the table below were as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Offshore Energy Services | $ | $ | $ | $ | |||||||||||||||||||
| Government Services | |||||||||||||||||||||||
| Other Services | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
Deferred revenues are primarily generated by advanced payments from offshore energy companies, government agencies and fixed wing services where customers pay for tickets in advance of receiving the Company’s service. The Company’s current deferred revenues are recorded under current liabilities, and the Company’s long-term deferred revenues are recorded in other liabilities and deferred credits on the condensed consolidated balance sheets.
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The Company’s deferred revenues were as follows (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Short-term | $ | $ | |||||||||
| Long-term | |||||||||||
| Total deferred revenues | $ | $ | |||||||||
During the six months ended June 30, 2026 and 2025, revenues recognized that had previously been deferred were $14.3 million and $8.6 million, respectively. As of June 30, 2026, the Company anticipates recognizing long-term deferred revenues of approximately $7.2 million in 2027, $8.2 million in 2028, $4.5 million in 2029, $4.5 million in 2030 and $15.7 million thereafter.
Note 3. RELATED PARTY TRANSACTIONS
The Company owns a 25 % voting interest and a 40 % economic interest in Cougar Helicopters Inc. (“Cougar”), an aviation services provider in Canada. The remaining 75 % voting interest and 60 % economic interest in Cougar are owned by VIH Aviation Group Ltd. (“VIH”). Due to common ownership of Cougar, the Company considers both Cougar and VIH as related parties. The Company and VIH lease certain aircraft and facilities and from time to time purchase inventory from one another.
Revenues from and payments to related parties for the periods reflected in the table below were as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues from related parties | $ | $ | $ | $ | |||||||||||||||||||
| Payments to related parties | $ | $ | $ | $ | |||||||||||||||||||
As of June 30, 2026 and December 31, 2025, receivables from related parties included in accounts receivable, net on the condensed consolidated balance sheets were $1.6 million and $1.3 million, respectively.
Note 4. DEBT
Debt as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| $ | $ | ||||||||||
| UKSAR Debt | |||||||||||
| IRCG Debt | |||||||||||
| Total debt | |||||||||||
| Less current maturities of long-term debt | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
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UKSAR Debt — During the six months ended June 30, 2026 and 2025, the Company made principal payments of $8.0 million and $24.9 million, respectively, related to its long term secured equipment financings for an aggregate amount up to £200 15.3 million (£11.2 million). As of June 30, 2026 and December 31, 2025, the Company had unamortized deferred financing fees associated with the UKSAR Debt of $5.9 million and $6.6 million, respectively.
IRCG Debt — During the six months ended June 30, 2026, the Company made principal payments of $5.7 million related to its long-term equipment financing for an aggregate amount of up to €100.0 million with National Westminster Bank Plc as the original lender and UK Export Finance guaranteeing 80 % of the facility (“IRCG Debt”). The first principal payment due under this facility was in June 2026. As of June 30, 2026 and December 31, 2025, the Company had unamortized deferred financing fees of $2.1 million and $2.5 million, respectively.
ABL Facility — In January 2026, the Company entered into an amendment and restatement (the “ABL Amendment”) of its asset-backed revolving facility between, among others, Bristow Helicopters Limited and Bristow LLC as borrowers and Barclays Bank plc as agent and security agent (“ABL Facility”). The ABL Amendment, among other things, extended the maturity date of the ABL Facility to January 26, 2031 (subject to certain provisions), reduced the total commitments under the ABL Facility from $85 million to $70 million and included the ability to increase the total commitments up to a maximum aggregate amount of $105 million (subject to satisfaction of certain terms and conditions). The ABL Amendment provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrowers and certain guarantor subsidiaries party thereto and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and by certain existing material domestic and foreign subsidiaries.
As of June 30, 2026, there were no outstanding borrowings under the ABL Facility nor had the borrowers made any draws during the six months ended June 30, 2026. Letters of credit issued under the ABL Facility in the aggregate face amount of $9.9 million were outstanding as of June 30, 2026.
Note 5. FAIR VALUE DISCLOSURES
Authoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). The fair values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.
The Company’s debt was measured at fair value using Level 2 inputs based on estimated current rates for similar types of arrangements using discounted cash flow analysis. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
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The carrying and fair values of the Company’s debt were as follows (in thousands):
| Carrying Amount | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| June 30, 2026 | |||||||||||||||||||||||
| LIABILITIES | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
UKSAR Debt(2) | |||||||||||||||||||||||
IRCG Debt(3) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| LIABILITIES | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
UKSAR Debt(2) | |||||||||||||||||||||||
IRCG Debt(3) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(1)As of June 30, 2026, the carrying value of unamortized deferred financing fees related to the 6.750 % Senior Notes was $11.0 million.
(2)As of June 30, 2026 and December 31, 2025, the carrying values of unamortized deferred financing fees related to the UKSAR Debt were $5.9 million and $6.6 million, respectively.
(3)As of June 30, 2026 and December 31, 2025, the carrying values of unamortized deferred financing fees related to the IRCG Debt were $2.1 million and $2.5 million, respectively.
(4)As of December 31, 2025, the carrying value of unamortized deferred financing fees related to the 6.875 % Senior Notes was $3.0 million.
Note 6. DERIVATIVE FINANCIAL INSTRUMENTS
The Company may use foreign exchange options or forward contracts to hedge a portion of its forecasted foreign currency denominated transactions. The Company does not use any of its derivative instruments for speculative or trading purposes.
Note 7. COMMITMENTS AND CONTINGENCIES
Capital Commitments - Fleet
The Company’s unfunded capital commitments as of June 30, 2026 consisted primarily of agreements to purchase helicopters and totaled $58.8 million, payable beginning in 2026 and 2027.
Included in these commitments are orders to purchase two AW189 heavy helicopters, scheduled to be delivered in 2026 and 2027, and deposits for preferred aircraft delivery slots on five EL9 aircraft scheduled for delivery between 2029 and 2030 (subject to aircraft certification). In addition, the Company has outstanding options to purchase up to nine additional AW189 helicopters and six H135 light-twin helicopters. If these options are exercised, the AW189 helicopters and H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders. Orders to purchase electric vertical takeoff and landing and short takeoff and landing aircraft, collectively known as Advanced Air Mobility (“AAM”) aircraft, are subject to, among other things, deadlines for regulatory certification of such aircraft and minimum performance requirements. Failure to satisfy such deadlines or requirements would allow such orders to be terminated by the Company without further liability and require the applicable manufacturer to refund certain deposits to the Company. In addition, the Company has outstanding options for several AAM aircraft models with various OEMs that do not involve financial commitments at this time.
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General Litigation and Disputes
The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenues. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact the Company’s earnings until such time as a clear court or other legal ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies for which the Company is not currently recording liabilities as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible.
In the normal course of business, the Company is involved in various litigation matters including, but not limited to, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its condensed consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations.
Note 8. INCOME TAXES
During the three months ended June 30, 2026 and 2025, the Company recorded an income tax expense of $0.1 million, resulting in an effective tax rate of 0.5 %, and income tax expense of $20.4 million, resulting in an effective tax rate of 39.1 %, respectively. During the six months ended June 30, 2026 and 2025, the Company recorded an income tax expense of $3.6 million, resulting in an effective tax rate of 9.6 %, and income tax expense of $30.6 million, resulting in an effective tax rate of 34.1 %, respectively. The effective tax rate during the six months ended June 30, 2026 was impacted by the Company’s global mix of earnings in the current year, lower pretax book income and higher tax credit utilization in Nigeria. The effective tax rate during the six months ended June 30, 2025 was impacted by the Company’s global mix of earnings and deductible business interest expense, partially offset by the recognition of certain deferred tax assets.
Note 9. STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Income (Loss)
The following table shows the changes in balances for accumulated other comprehensive income (loss), net of tax (in thousands):
| Currency Translation Adjustments | Pension Liability Adjustments(1) | Unrealized gain (loss) on cash flow hedges(2) | Total | ||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Foreign exchange rate impact | ( | ||||||||||||||||||||||
Balance as of March 31, 2026 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Reclassified from accumulated other comprehensive loss | |||||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Foreign exchange rate impact | ( | ||||||||||||||||||||||
Balance as of June 30, 2026 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.
(2)Reclassification of amounts related to cash flow hedges included as operating expenses.
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Note 10. EARNINGS PER SHARE
The Company’s basic earnings per common share are computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the relevant period. Diluted earnings per common share of the Company are computed by dividing income available to common stockholders by the weighted average number of common shares issued and outstanding, inclusive of the effect of potentially dilutive securities (such as options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive) through the application of the treasury method and/or the if-converted method, when applicable.
The following table shows the computation of basic and diluted earnings per share (in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Income: | |||||||||||||||||||||||
| Net income attributable to Bristow Group Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Shares of common stock: | |||||||||||||||||||||||
| Weighted average shares of common stock outstanding – basic | |||||||||||||||||||||||
| Net effect of dilutive stock | |||||||||||||||||||||||
Weighted average shares of common stock outstanding – diluted(1) | |||||||||||||||||||||||
| Earnings per common share - basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share - diluted | $ | $ | $ | $ | |||||||||||||||||||
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Note 11. SEGMENTS
The Company has three reportable segments: Offshore Energy Services, Government Services and Other Services. The Offshore Energy Services segment provides aviation services to, from and between offshore energy installations globally. The Government Services segment provides search and rescue (“SAR”) and support helicopter services to government agencies globally. The Other Services segment is primarily comprised of fixed wing services, dry-leasing of aircraft to third-party operators and part sales. Corporate includes unallocated overhead costs that are not directly associated with the Company’s reportable segments. The Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), uses segment operating income, in addition to other measures, to assess segment performance and allocate resources.
Financial information by segment for the three months ended June 30, 2026 and 2025 is summarized below (in thousands):
| Offshore Energy Services | Government Services | Other Services | Corporate | Consolidated | |||||||||||||||||||||||||
| Three months ended June 30, 2026 | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Personnel | |||||||||||||||||||||||||||||
| Repairs and maintenance | |||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||||||||
| Leased-in equipment | |||||||||||||||||||||||||||||
| Other segment costs | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||||||||
| Gains on disposal of assets | |||||||||||||||||||||||||||||
| Earnings from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Offshore Energy Services | Government Services | Other Services | Corporate | Consolidated | |||||||||||||||||||||||||
| Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Personnel | |||||||||||||||||||||||||||||
| Repairs and maintenance | |||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||||||||
| Leased-in equipment | |||||||||||||||||||||||||||||
| Other segment costs | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||||||||
| Gains on disposal of assets | |||||||||||||||||||||||||||||
| Earnings from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
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Financial information by segment for the six months ended June 30, 2026 and 2025 is summarized below (in thousands):
| Offshore Energy Services | Government Services | Other Services | Corporate | Consolidated | |||||||||||||||||||||||||
| Six months ended June 30, 2026 | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Personnel | |||||||||||||||||||||||||||||
| Repairs and maintenance | |||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||||||||
| Leased-in equipment | |||||||||||||||||||||||||||||
| Other segment costs | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||||||||
| Gains on disposal of assets | |||||||||||||||||||||||||||||
| Earnings from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Offshore Energy Services | Government Services | Other Services | Corporate | Consolidated | |||||||||||||||||||||||||
| Six months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Personnel | |||||||||||||||||||||||||||||
| Repairs and maintenance | |||||||||||||||||||||||||||||
| Insurance | |||||||||||||||||||||||||||||
| Fuel | |||||||||||||||||||||||||||||
| Leased-in equipment | |||||||||||||||||||||||||||||
| Other segment costs | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||||||||
| Gains on disposal of assets | |||||||||||||||||||||||||||||
| Earnings from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
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Reconciliation of consolidated income (loss) before taxes for the periods reflected below were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
| Offshore Energy Services | $ | $ | $ | $ | |||||||||||||||||||
| Government Services | ( | ( | ( | ||||||||||||||||||||
| Other Services | |||||||||||||||||||||||
| Corporate | ( | ( | ( | ( | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ||||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Total other income (expense), net | ( | ( | |||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
Total depreciation and amortization expense by segment for the periods reflected below were as follows:
| Offshore Energy Services | Government Services | Other Services | Corporate | Consolidated | |||||||||||||||||||||||||
| Three months ended June 30, 2026 | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
PBH amortization(1) | |||||||||||||||||||||||||||||
| Total depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
PBH amortization(1) | |||||||||||||||||||||||||||||
| Total depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Offshore Energy Services | Government Services | Other Services | Corporate | Consolidated | |||||||||||||||||||||||||
| Six months ended June 30, 2026 | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
PBH amortization(1) | |||||||||||||||||||||||||||||
| Total depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Six months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
PBH amortization(1) | |||||||||||||||||||||||||||||
| Total depreciation and amortization expense | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Power-by-hour (“PBH”) amortization is included within operating expenses on the condensed consolidated statements of operations.
Capital expenditures by segment for the periods reflected below were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Offshore Energy Services | $ | $ | $ | $ | |||||||||||||||||||
| Government Services | |||||||||||||||||||||||
| Other Services | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
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Segment assets consisting of property and equipment (excluding construction in progress), net of accumulated depreciation and right of use (“ROU”) assets, are reflected below for the periods indicated:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Offshore Energy Services | $ | $ | |||||||||
| Government Services | |||||||||||
| Other Services | |||||||||||
| Total segment assets | $ | $ | |||||||||
| Corporate | |||||||||||
| Construction-in-progress | |||||||||||
| Total long-lived assets | $ | $ | |||||||||
Note 12. SUBSEQUENT EVENTS
Acquisition of Berry Aviation
On June 23, 2026, the Company announced that it had entered into a definitive agreement to acquire Berry Aviation, Inc. ("Berry Aviation") for $105.0 million, in an all-cash transaction, subject to customary purchase price adjustments. On July 13, 2026, the Company completed the acquisition of Berry Aviation. The acquisition is expected to enhance the Company’s Government Services offerings and add differentiated special mission capabilities. Berry Aviation provides a range of aviation services, including special missions, intelligence, surveillance and reconnaissance operations, maintenance, repair and overhaul services, training and mission support, unmanned aerial systems design and development capabilities, and on-demand cargo logistics.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes, included elsewhere herein, as well as our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “Annual Report on Form 10-K”). Unless the context otherwise indicates, in this MD&A, any references to the “Company,” “Bristow,” “we,” “us” and “our” refer to Bristow Group Inc. and its consolidated entities.
In the discussions that follow, the terms “Current Quarter” and “Preceding Quarter” refer to the three months ended June 30, 2026 and March 31, 2026, respectively, and “Current Year” and “Prior Year” refer to the six months ended June 30, 2026 and 2025, respectively.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements about our future business, strategy, operations, capabilities and results; financial projections; plans and objectives of our management, including our expectations regarding our quarterly dividend program and our intention to pay down debt; expected actions by us and by third parties, including our customers, competitors, vendors and regulators; and other matters. Some of the forward-looking statements can be identified by the use of words such as “believes," “belief," “forecasts," “expects," “plans," “anticipates," “intends," “projects," “estimates," “may," “might," “will," “would," “could," “should” or other similar words; however, all statements in this Quarterly Report on Form 10-Q, other than statements of historical fact or historical financial results, are forward-looking statements.
Our forward-looking statements reflect our views and assumptions on the date we are filing this Quarterly Report on Form 10-Q regarding future events and operating performance. We believe that they are reasonable, but they involve significant known and unknown risks, uncertainties, assumptions and other factors, many of which may be beyond our control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed in Part II, Item 1A, “Risk Factors” of this report and those discussed in other documents we file with the SEC. Accordingly, you should not put undue reliance on any forward-looking statements.
You should consider the following key factors when evaluating these forward-looking statements:
•the impact of supply chain disruptions, inflation and increased fuel prices and our ability or inability to recoup rising costs in the rates we charge to our customers;
•our reliance on a limited number of helicopter manufacturers and suppliers and the impact of a shortfall in availability of aircraft components and parts required for maintenance and repairs of our helicopters, including significant delays in the delivery of parts for our S92 and AW189 fleet and aircraft in general;
•our reliance on a limited number of customers and the reduction of our customer base as a result of consolidation and/or the energy transition;
•public health crises, such as pandemics and epidemics, and any related government policies and actions;
•our inability to execute our business strategy for diversification efforts related to government services and advanced air mobility;
•the potential for cyberattacks or security breaches that could disrupt operations, compromise confidential or sensitive information, damage reputation, expose to legal liability, or cause financial losses;
•the possibility that we may be unable to maintain compliance with covenants in our financing or other agreements;
•global and regional changes in the demand, supply, prices or other market conditions affecting oil and gas, including changes resulting from the imposition or lifting of crude oil production
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quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries (“OPEC”) and other producing countries, and geopolitical risks;
•fluctuations in the demand for our services;
•the possibility of significant changes in foreign exchange rates and controls;
•potential effects of increased competition and the introduction of alternative modes of transportation and solutions;
•the possibility that portions of our fleet may be grounded for extended periods of time or indefinitely (including due to severe weather events);
•the possibility of political instability, civil unrest, war or acts of terrorism in any of the countries where we operate or elsewhere, including the ongoing conflict in Iran, which could result in operational interruptions and supply impacts, including fuel shortages and price increases;
•the possibility that we may be unable to re-deploy our aircraft to regions with greater demand;
•the existence of operating risks inherent in our business, including the possibility of declining safety performance;
•labor issues, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements;
•the possibility of changes in tax, environmental, trade, immigration and other laws and regulations and policies, including, without limitation, tariffs and actions of the governments that impact the aviation industry, oil and gas operations, favor renewable energy projects or address climate change;
•any failure to effectively manage, and receive anticipated returns from, acquisitions, divestitures, investments, joint ventures and other portfolio actions;
•the possibility that we may be unable to dispose of older aircraft through sales into the aftermarket;
•the possibility that we may impair our long-lived assets and other assets, including inventory, property and equipment and investments in unconsolidated affiliates;
•general economic conditions, including interest rates or uncertainty in the capital and credit markets;
•disruptions in global trade, including as a result of tariffs, trade restrictions, retaliatory trade measures or the effect of such actions on trading relationships between the United States (“U.S.”) and other countries;
•the potential effects of any future U.S. government shutdown on our Government Services business;
•the possibility that reductions in spending on aviation services by governmental agencies where we are seeking contracts could adversely affect or lead to modifications of the procurement process or that such reductions in spending could adversely affect Government Services contract terms or otherwise delay service or the receipt of payments under such contracts; and
•the effectiveness of our environmental, social and governance initiatives.
The above description of risks and uncertainties is by no means all-inclusive, but is designed to highlight what we believe are important factors to consider. All forward-looking statements in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and are only made as of the date of this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q should be evaluated together with the many uncertainties that affect our businesses, particularly those discussed in greater detail in Part I, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report on Form 10-K and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” of the Company’s subsequent Quarterly Reports on Form 10-Q.
We disclaim any obligation or undertaking, other than as required by law, to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, whether as a result of new information, future events or otherwise.
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Overview
Bristow Group Inc. is a leading global provider of mission-critical aviation services for government entities, offshore energy companies and other customers around the world. Our business is comprised of three operating segments: Offshore Energy Services (OES), Government Services and Other Services. Through the use of helicopters, fixed-wing aircraft, unmanned aerial systems (UAS) and highly skilled personnel, we provide aviation services such as personnel transportation, offshore energy logistics, search and rescue (SAR), special missions, intelligence, surveillance and reconnaissance (ISR) operations, maintenance, repair and overhaul (MRO) services, medevac, unmanned systems, on-demand cargo logistics (ODC) and other specialized aviation solutions. We are also involved in various advanced air mobility (AAM) initiatives and emerging next-generation aviation technologies.
Our diversified customer and revenue mix, coupled with our broad geographic footprint, supports a durable and balanced business profile. We currently have a presence in Australia, Benin, Brazil, Canada, Chile, Djibouti, the Dutch Caribbean, the Falkland Islands, Ireland, Kenya, the Marshall Islands, the Netherlands, Nigeria, Norway, the Philippines, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S .”).
In general, the winter months are seasonally our lowest revenue periods, with fewer daylight hours resulting in reduced flight hours in our Offshore Energy Services segment and fewer missions in our Government Services segment. For example, operations in the U.S. Gulf of America are often at their highest levels from April to September, as daylight hours increase, and are at their lowest levels from December to February, as daylight hours decrease. See “Segments and Markets” in Part I, Item 1, “Business” of our Annual Report on Form 10-K for further discussion on seasonality.
Recent Developments
Acquisition of Berry Aviation
In July 2026, the Company completed its acquisition of Berry Aviation, Inc. (“Berry Aviation”) for $105.0 million, in an all-cash transaction, subject to customary purchase price adjustments. Berry Aviation is expected to add differentiated capabilities that further strengthen the Company’s Government Services offering, including special missions, intelligence, surveillance and reconnaissance (ISR) operations, maintenance, repair and overhaul (MRO) services, training and mission support, unmanned aerial systems (UAS) design and development capabilities, and on-demand cargo logistics (ODC). The acquisition is also expected to support a more diversified and balanced business profile.
Exit of Norway Offshore Energy Services Business
In June 2026, the Company announced plans to pursue the sale of its Norway Offshore Energy Services business as part of its portfolio optimization strategy. The planned divestiture aligns with the Company's disciplined approach to capital allocation and strategic portfolio management. The timing and structure of any potential transaction remain subject to market conditions and other considerations.
2025 Sustainability Report
In May 2026, the Company announced the release of its 2025 Sustainability Report, highlighting significant achievements in advanced air mobility (“AAM”), safety performance, environmental stewardship, governance and community engagement. The report highlights safety as the Company’s number one Core Value and foundation of its business. In 2025, the Company had a 13% reduction in lost workdays compared to the prior year, reflecting the discipline, training, and culture behind its Target Zero commitment. The Company’s Search and Rescue (“SAR”) operations completed 4,416 missions, logging 15,861 operating hours and assisting or rescuing 784 people worldwide. The Company also continued to advance its AAM initiatives, conducting 103 electric aircraft flights totaling more than 7,000 nautical miles. Information on our website, including the Company’s 2025 Sustainability Report, is not incorporated by reference into this Quarterly Report on Form 10-Q.
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Fleet Information
The management of our fleet involves a careful evaluation of the expected demand for aviation services across global markets, segments and the types of aircraft needed to meet this demand. Heavy and medium helicopters can fly longer distances, carry heavier payloads than light helicopters and are usually equipped with sophisticated avionics permitting them to operate in more demanding weather conditions and difficult climates. Heavy and medium helicopters are most commonly used for crew changes on large offshore production facilities and drilling rigs servicing the offshore energy industry and for SAR operations.
The table below presents the number of aircraft in our fleet as of June 30, 2026, their distribution among the segments through which we operate, as a percentage of total revenues for the three months ended June 30, 2026, and the number of aircraft not yet reflected in our fleet as they were on order or under construction as of June 30, 2026.
| Percentage of Total Revenues | Helicopters | Fixed Wing | UAS | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Heavy | Medium | Light Twin | Light Single | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Offshore Energy Services | 65 | % | 59 | 62 | 12 | — | — | — | 133 | ||||||||||||||||||||||||||||||||||||||||||||
| Government Services | 27 | % | 31 | 10 | 3 | 20 | — | 3 | 67 | ||||||||||||||||||||||||||||||||||||||||||||
| Other Services | 8 | % | — | — | — | 5 | 13 | — | 18 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 100 | % | 90 | 72 | 15 | 25 | 13 | 3 | 218 | ||||||||||||||||||||||||||||||||||||||||||||
| Aircraft not currently in fleet: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Under construction(1)(3) | 4 | — | — | — | — | — | 4 | ||||||||||||||||||||||||||||||||||||||||||||||
Options(2) | 9 | — | 6 | — | — | — | 15 | ||||||||||||||||||||||||||||||||||||||||||||||
(1)Under construction reflects new aircraft that the Company has either taken possession of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer (“OEM”) and pending delivery. Includes four AW189 heavy helicopters (of which one was delivered and is undergoing additional configuration).
(2)Options include nine AW189 heavy helicopters and six H135 light-twin helicopters.
(3)Excludes leased aircraft in the Company’s possession but not yet placed in service and any orders or options for electric/hybrid vertical takeoff and landing and short takeoff and landing aircraft, collectively known as AAM aircraft, that may have deposits but are pending regulatory certification.
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The following table identifies the types of aircraft that comprise our fleet and the number of those aircraft in our fleet as of June 30, 2026.
| Number of Aircraft | |||||||||||||||||||||||||||||||||||
| Type | Owned Aircraft(1) | Leased Aircraft | Total Aircraft | Maximum Passenger Capacity | Average Age (years)(1) | ||||||||||||||||||||||||||||||
| Heavy Helicopters: | |||||||||||||||||||||||||||||||||||
| S92 | 32 | 28 | 60 | 19 | 16 | ||||||||||||||||||||||||||||||
| AW189 | 25 | 5 | 30 | 16 | 8 | ||||||||||||||||||||||||||||||
| 57 | 33 | 90 | |||||||||||||||||||||||||||||||||
| Medium Helicopters: | |||||||||||||||||||||||||||||||||||
| AW139 | 47 | 9 | 56 | 12 | 14 | ||||||||||||||||||||||||||||||
| S76 D/C++ | 12 | — | 12 | 12 | 14 | ||||||||||||||||||||||||||||||
| H160 | — | 4 | 4 | 12 | — | ||||||||||||||||||||||||||||||
| 59 | 13 | 72 | |||||||||||||||||||||||||||||||||
| Light—Twin Engine Helicopters: | |||||||||||||||||||||||||||||||||||
| AW109 | 3 | — | 3 | 7 | 19 | ||||||||||||||||||||||||||||||
| H135 | 12 | — | 12 | 6 | 10 | ||||||||||||||||||||||||||||||
| 15 | — | 15 | |||||||||||||||||||||||||||||||||
| Light—Single Engine Helicopters: | |||||||||||||||||||||||||||||||||||
| AS350 | 12 | — | 12 | 4 | 27 | ||||||||||||||||||||||||||||||
| AW119 | 13 | — | 13 | 7 | 20 | ||||||||||||||||||||||||||||||
| 25 | — | 25 | |||||||||||||||||||||||||||||||||
| Total Helicopters | 156 | 46 | 202 | 14 | |||||||||||||||||||||||||||||||
| Fixed Wing | 8 | 5 | 13 | ||||||||||||||||||||||||||||||||
| Unmanned Aerial Systems (“UAS”) | 3 | — | 3 | ||||||||||||||||||||||||||||||||
Total Fleet(2) | 167 | 51 | 218 | ||||||||||||||||||||||||||||||||
(1)Reflects the average age of helicopters that are owned by the Company.
(2)Does not include certain aircraft shown in the under construction line in the segment fleet table above. Upon completion of additional configuration, the newly-delivered aircraft will appear in the fleet table above when placed into service.
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Results of Operations for Current Quarter compared to Preceding Quarter
(in thousands, except percentages)
The following table presents our operating results and other statement of operations information for the Current Quarter and Preceding Quarter.
| Three Months Ended | Favorable (Unfavorable) | |||||||||||||||||||||||||
| June 30, 2026 | March 31, 2026 | |||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Offshore Energy Services: | ||||||||||||||||||||||||||
| Europe | $ | 104,566 | $ | 98,651 | $ | 5,915 | 6.0 | % | ||||||||||||||||||
| Americas | 106,619 | 105,399 | 1,220 | 1.2 | % | |||||||||||||||||||||
| Africa | 50,433 | 50,283 | 150 | 0.3 | % | |||||||||||||||||||||
| Total Offshore Energy Services | 261,618 | 254,333 | 7,285 | 2.9 | % | |||||||||||||||||||||
| Government Services | 112,234 | 107,870 | 4,364 | 4.0 | % | |||||||||||||||||||||
| Other Services | 37,903 | 26,502 | 11,401 | 43.0 | % | |||||||||||||||||||||
| Total revenues | 411,755 | 388,705 | 23,050 | 5.9 | % | |||||||||||||||||||||
| Operating income (loss): | ||||||||||||||||||||||||||
| Offshore Energy Services | 46,053 | 35,720 | 10,333 | 28.9 | % | |||||||||||||||||||||
| Government Services | (2,145) | 943 | (3,088) | nm | ||||||||||||||||||||||
| Other Services | 2,929 | (1,345) | 4,274 | nm | ||||||||||||||||||||||
| Corporate | (7,261) | (643) | (6,618) | nm | ||||||||||||||||||||||
| Total operating income | 39,576 | 34,675 | 4,901 | 14.1 | % | |||||||||||||||||||||
| Interest income | 2,870 | 3,918 | (1,048) | (26.7) | % | |||||||||||||||||||||
| Interest expense, net | (12,228) | (13,816) | 1,588 | 11.5 | % | |||||||||||||||||||||
| Loss on extinguishment of debt | — | (2,849) | 2,849 | nm | ||||||||||||||||||||||
| Other, net | (8,930) | (5,353) | (3,577) | (66.8) | % | |||||||||||||||||||||
| Total other income (expense), net | (18,288) | (18,100) | (188) | (1.0) | % | |||||||||||||||||||||
| Income before income taxes | 21,288 | 16,575 | 4,713 | 28.4 | % | |||||||||||||||||||||
| Income tax expense | (108) | (3,510) | 3,402 | 96.9 | % | |||||||||||||||||||||
| Net income | 21,180 | 13,065 | 8,115 | 62.1 | % | |||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests | (26) | 41 | (67) | nm | ||||||||||||||||||||||
| Net income attributable to Bristow Group Inc. | $ | 21,154 | $ | 13,106 | $ | 8,048 | 61.4 | % | ||||||||||||||||||
| Operating income margins: | ||||||||||||||||||||||||||
| Offshore Energy Services | 18 | % | 14 | % | ||||||||||||||||||||||
| Government Services | (2) | % | 1 | % | ||||||||||||||||||||||
| Other Services | 8 | % | (5) | % | ||||||||||||||||||||||
nm = Not Meaningful
Flight Hours by Segment
| Three Months Ended | Favorable (Unfavorable) | ||||||||||||||||||||||
| June 30, 2026 | March 31, 2026 | ||||||||||||||||||||||
| Offshore Energy Services: | |||||||||||||||||||||||
| Europe | 7,658 | 8,217 | (559) | (6.8) | % | ||||||||||||||||||
| Americas | 10,112 | 10,470 | (358) | (3.4) | % | ||||||||||||||||||
| Africa | 5,288 | 5,545 | (257) | (4.6) | % | ||||||||||||||||||
| Total Offshore Energy Services | 23,058 | 24,232 | (1,174) | (4.8) | % | ||||||||||||||||||
| Government Services | 4,620 | 4,051 | 569 | 14.0 | % | ||||||||||||||||||
| Other Services | 3,697 | 3,337 | 360 | 10.8 | % | ||||||||||||||||||
| 31,375 | 31,620 | (245) | (0.8) | % | |||||||||||||||||||
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Offshore Energy Services
Revenues from Offshore Energy Services were $7.3 million higher in the Current Quarter. Revenues in Europe were $5.9 million higher primarily due to higher rates and higher fuel revenues, partially offset by lower utilization. Revenues in the Americas were $1.2 million higher primarily due to higher fuel revenues driven by higher fuel prices, partially offset by lower utilization. Revenues in Africa were consistent with the Preceding Quarter.
Operating income from Offshore Energy Services was $10.3 million higher in the Current Quarter primarily due to the higher revenues, lower operating expenses of $4.3 million, higher earnings from unconsolidated affiliates of $2.2 million and lower general and administrative expenses of $0.5 million, partially offset by higher depreciation and amortization expense of $4.0 million.
Repairs and maintenance costs were $7.8 million lower in the Current Quarter primarily due to higher vendor credits. Personnel costs were $6.3 million lower primarily due to seasonal personnel cost variations in Norway. Fuel costs were $6.5 million higher due to higher global fuel prices, partially offset by lower flight hours. Other operating costs were $3.4 million higher primarily due to higher freight costs, reimbursable expenses, lease costs and training costs. Earnings from unconsolidated affiliates were $2.2 million higher in the Current Quarter primarily due to the timing of dividends received. Depreciation and amortization expense was higher primarily due to accelerated depreciation of assets related to a leased facility in the U.S. and capital spare parts associated with S76D medium helicopters. The decrease in general and administrative expenses was primarily due to seasonal personnel cost variations in Norway.
Government Services
Revenues from Government Services were $4.4 million higher in the Current Quarter. UKSAR revenues were $1.6 million higher primarily due to the commencement of operations at two second-generation UK search and rescue (“UKSAR2G”) seasonal bases and increased rates from annual rate escalations. Irish Coast Guard ("IRCG") revenues were $1.5 million higher primarily due to the full-quarter impact of the Waterford base that commenced operations in the Preceding Quarter. Revenues in the U.S. were $1.0 million higher primarily due to higher utilization. Penalties related to aircraft availability, which has been adversely impacted by continued supply chain challenges, have remained elevated in the Current Quarter but were consistent with the Preceding Quarter. Fuel revenues were consistent with the Preceding Quarter, despite increases in global fuel prices, due to contractual lags in rebilling fuel costs under UKSAR2G.
Operating loss was $2.1 million in the Current Quarter compared to operating income of $0.9 million in the Preceding Quarter primarily due to higher operating expenses of $6.1 million, higher depreciation and amortization expense of $0.7 million and higher general and administrative expenses of $0.6 million, partially offset by the higher revenues.
Personnel costs were $3.3 million higher due to the commencement of operations at certain UKSAR2G and IRCG bases, including full quarter impacts of costs that were previously deferred of $1.8 million, increased overtime costs to support the ongoing transitions of $1.0 million and one-time salary adjustments related to a labor agreement in the UK of $0.5 million. Other operating costs related to the ongoing contract transitions in the UK and Ireland were $1.3 million higher, primarily due to increased training, travel between bases, and higher base and facilities costs. Fuel costs were $1.5 million higher due to higher global fuel prices, and while fuel is typically a pass-through, there are delays between when the Company incurs the cost of fuel at prevailing market prices and is then able to recoup the fuel expense under UKSAR2G. Depreciation and amortization expense was higher primarily due to the full quarter impact of a helicopter and other assets placed into service in the Current Quarter for UKSAR2G. The increase in general and administrative expenses was primarily due to higher professional services fees and higher personnel costs.
In summary, the operating income margin in the Current Quarter was adversely impacted by total penalties related to aircraft availability of $3.6 million, fuel expenses in excess of fuel revenues of $1.5 million, and certain transition costs that have persisted beyond the commencement of operations at select bases.
Other Services
Revenues from Other Services were $11.4 million higher in the Current Quarter primarily due to higher seasonal utilization and higher fuel revenues. Operating income was $2.9 million in the Current Quarter compared to an operating loss of $1.3 million in the Preceding Quarter, primarily due to the higher seasonal revenues and lower
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general and administrative expenses of $0.5 million, partially offset by higher operating expenses of $7.7 million related to increased activity and higher fuel prices.
Corporate
Operating loss was $6.6 million higher in the Current Quarter primarily due to lower net gains on asset dispositions of $7.5 million, partially offset by lower general and administrative expenses of $0.8 million due to lower compensation costs related to lower headcount. During the Current Quarter, the Company sold one AW139 medium helicopter, one AS365 medium helicopter, one fixed wing aircraft and various other assets, resulting in net gains of $0.1 million. During the Preceding Quarter, the Company sold two heavy helicopters and various other assets resulting in net gains of $7.6 million.
Interest income was $1.0 million lower primarily due to income earned from U.S. Treasury bill investments on escrowed funds in the Preceding Quarter.
Interest expense was $1.6 million lower primarily due to the concurrent interest expense incurred during the refinancing of the Company’s 6.875% Senior Secured Notes in the Preceding Quarter, partially offset by a full quarter of interest expense incurred on the 6.750% Senior Secured Notes.
Loss on extinguishment of debt was $2.8 million in the Preceding Quarter due to the write-off of unamortized deferred financing fees associated with the redemption of the 6.875% Senior Notes.
Other expense, net of $8.9 million in the Current Quarter was primarily due to non-cash foreign exchange losses of $7.7 million and pension-related costs of $1.9 million, partially offset by gains related to insurance claims of $0.7 million. Other expense, net of $5.4 million in the Preceding Quarter was primarily due to non-cash foreign exchange losses.
Income tax expense was $3.4 million lower in the Current Quarter primarily due to higher tax credit utilization in Nigeria.
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Results of Operations for Current Year compared to Prior Year
(in thousands, except percentages)
The following table presents our operating results and other statement of operations information for the Current Year and Prior Year:
| Six Months Ended | ||||||||||||||||||||||||||
| June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | Favorable (Unfavorable) | ||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Offshore Energy Services: | ||||||||||||||||||||||||||
| Europe | $ | 203,217 | $ | 208,843 | $ | (5,626) | (2.7) | % | ||||||||||||||||||
| Americas | 212,018 | 186,799 | 25,219 | 13.5 | % | |||||||||||||||||||||
| Africa | 100,716 | 96,953 | 3,763 | 3.9 | % | |||||||||||||||||||||
| Total Offshore Energy Services | 515,951 | 492,595 | 23,356 | 4.7 | % | |||||||||||||||||||||
| Government Services | 220,104 | 178,442 | 41,662 | 23.3 | % | |||||||||||||||||||||
| Other Services | 64,405 | 55,922 | 8,483 | 15.2 | % | |||||||||||||||||||||
| Total revenues | 800,460 | 726,959 | 73,501 | 10.1 | % | |||||||||||||||||||||
| Operating income (loss): | ||||||||||||||||||||||||||
| Offshore Energy Services | 81,773 | 80,960 | 813 | 1.0 | % | |||||||||||||||||||||
| Government Services | (1,202) | 4,099 | (5,301) | nm | ||||||||||||||||||||||
| Other Services | 1,584 | 2,821 | (1,237) | (43.8) | % | |||||||||||||||||||||
| Corporate | (7,904) | (11,692) | 3,788 | 32.4 | % | |||||||||||||||||||||
| Total operating income | 74,251 | 76,188 | (1,937) | (2.5) | % | |||||||||||||||||||||
| Interest income | 6,788 | 4,157 | 2,631 | 63.3 | % | |||||||||||||||||||||
| Interest expense, net | (26,044) | (19,524) | (6,520) | (33.4) | % | |||||||||||||||||||||
| Loss on extinguishment of debt | (2,849) | — | (2,849) | nm | ||||||||||||||||||||||
| Other, net | (14,283) | 28,965 | (43,248) | nm | ||||||||||||||||||||||
| Total other income (expense), net | (36,388) | 13,598 | (49,986) | nm | ||||||||||||||||||||||
| Income before income taxes | 37,863 | 89,786 | (51,923) | (57.8) | % | |||||||||||||||||||||
| Income tax expense | (3,618) | (30,626) | 27,008 | 88.2 | % | |||||||||||||||||||||
| Net income | 34,245 | 59,160 | (24,915) | (42.1) | % | |||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests | 15 | (53) | 68 | nm | ||||||||||||||||||||||
| Net income attributable to Bristow Group Inc. | $ | 34,260 | $ | 59,107 | $ | (24,847) | (42.0) | % | ||||||||||||||||||
| Operating income margins: | ||||||||||||||||||||||||||
| Offshore Energy Services | 16 | % | 16 | % | ||||||||||||||||||||||
| Government Services | (1) | % | 2 | % | ||||||||||||||||||||||
| Other Services | 2 | % | 5 | % | ||||||||||||||||||||||
Flight Hours by Segment
| Six Months Ended | |||||||||||||||||||||||
| June 30, | |||||||||||||||||||||||
| 2026 | 2025 | Favorable (Unfavorable) | |||||||||||||||||||||
| Offshore Energy Services: | |||||||||||||||||||||||
| Europe | 15,875 | 17,587 | (1,712) | (9.7) | % | ||||||||||||||||||
| Americas | 20,582 | 20,702 | (120) | (0.6) | % | ||||||||||||||||||
| Africa | 10,833 | 9,611 | 1,222 | 12.7 | % | ||||||||||||||||||
| Total Offshore Energy Services | 47,290 | 47,900 | (610) | (1.3) | % | ||||||||||||||||||
| Government Services | 8,671 | 8,809 | (138) | (1.6) | % | ||||||||||||||||||
| Other Services | 7,034 | 7,084 | (50) | (0.7) | % | ||||||||||||||||||
| 62,995 | 63,793 | (798) | (1.3) | % | |||||||||||||||||||
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Offshore Energy Services
Revenues from Offshore Energy Services were $23.4 million higher in the Current Year. Revenues in the Americas were $25.2 million higher primarily due to higher utilization in Brazil and Trinidad and higher rates in the U.S and Canada. Revenues in Africa were $3.8 million higher primarily due to lower penalties related to aircraft availability, higher rates, higher utilization and higher fuel revenues due to higher fuel prices, partially offset by the conclusion of fixed-wing operations. Revenues in Europe were $5.6 million lower primarily due to lower utilization and lower reimbursable revenues, partially offset by favorable foreign exchange rate impacts, higher rates and lower penalties related to aircraft availability.
Operating income was $0.8 million higher in the Current Year primarily due to the higher revenues and higher earnings from unconsolidated affiliates of $2.3 million coupled with lower general and administrative expenses of $0.6 million, partially offset by higher depreciation and amortization expense of $16.4 million and higher operating expenses of $9.0 million.
Earnings from unconsolidated affiliates were higher in the Current Year primarily due to the timing of dividends received. The decrease in general and administrative expenses was primarily due to lower IT and travel costs, partially offset by higher professional services fees. Depreciation and amortization expense was higher primarily due to the acceleration of depreciation on S76D medium helicopters and depreciation related to a base closure. Personnel costs were $8.6 million higher primarily due to increased headcount in Brazil and Africa related to increased activity, unfavorable foreign exchange rate impacts and higher overtime and benefits costs in Norway, partially offset by decreased headcount in the UK and the U.S. Fuel costs were $6.9 million higher primarily due to higher global fuel prices. Leased-in equipment costs were $3.0 million higher primarily due to increased aircraft and facilities leases. Other operating costs were $7.9 million lower primarily due to lower subcontractor costs, reimbursable expenses and training costs, partially offset by higher property and other taxes, freight costs and passenger and landing fees. Repairs and maintenance costs were $1.7 million lower primarily due to higher vendor credits.
Government Services
Revenues from Government Services were $41.7 million higher in the Current Year primarily due to the commencement of the IRCG and UKSAR2G operations of $34.3 million, favorable foreign exchange rate impacts of $8.0 million and higher fuel revenues of $1.0 million, partially offset by higher penalties of $1.9 million due to aircraft availability primarily attributable to OEM delays in the UK and Ireland, which have remained elevated in the Current Year.
Operating income was $5.3 million lower primarily due to higher operating expenses of $41.6 million, higher depreciation and amortization expense of $2.9 million and higher general and administrative expenses of $2.5 million, offsetting the increased revenues.
Other operating costs were $17.4 million higher primarily due to higher pass-through subcontractor costs related to the fixed wing element of the IRCG and UKSAR2G contracts, increased amortization of deferred costs for the bases that have commenced operations and higher training costs. Personnel costs were $16.8 million higher primarily due to increased headcount in Ireland and the recognition of costs that were previously deferred until the commencement of operations at the IRCG and UKSAR2G bases. Leased-in equipment costs were $1.3 million higher due to additional leased operating bases in the UK and Ireland. Repairs and maintenance costs were $3.9 million higher due to the timing of repairs. Fuel costs were $2.4 million higher due to higher global fuel prices and increased activity. Depreciation and amortization expense was $2.9 million higher due to the additional assets placed into service for IRCG and UKSAR2G. General and administrative expenses were $2.5 million higher primarily due to higher personnel costs related to the commencement of operations at IRCG.
In summary, the operating income margin in the Current Year was adversely impacted by total penalties related to aircraft availability of $6.6 million in the UK and Ireland, fuel expenses in excess of fuel revenues of $1.4 million and certain transition costs that have persisted beyond the commencement of operations at select bases.
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Other Services
Revenues from Other Services were $8.5 million higher in the Current Year primarily due to increased activity in Australia, partially offset by lower revenues resulting from the conclusion of certain dry-lease contracts. Operating income from Other Services was $1.2 million lower primarily due to higher operating expenses of $10.2 million, offsetting the higher revenues of $8.5 million, and lower depreciation and amortization expenses of $0.5 million. Fuel costs were $4.9 million higher due to higher fuel prices. Personnel costs were $3.2 million higher due to increased headcount. Repairs and maintenance and other operating costs were $1.7 million higher primarily due to higher activity.
Corporate
Operating losses were $3.8 million lower than the Prior Year primarily due to increased gains on disposal of assets of $2.1 million and lower general and administrative expenses of $2.0 million. During the Current Year, the Company sold or otherwise disposed of one AW189 heavy helicopter as part of a sale lease-back transaction, one S92 heavy helicopter, one AS365 medium helicopter, one AW139 medium helicopter and various other assets resulting in net gains of $7.8 million. During the Prior Year, the Company sold or otherwise disposed of two AW139 medium helicopters and various other assets, resulting in net gains of $5.7 million.
Interest income was $2.6 million higher in the Current Year primarily due to higher investment balances and income from U.S. Treasury bill investments related to escrowed funds used in the satisfaction and discharge of the 6.875% Senior Secured Notes.
Interest expense, net was $6.5 million higher in the Current Year primarily due to lower capitalized interest related to aircraft that were placed into service of $4.5 million, higher interest expense of $2.8 million on higher debt balances and concurrent interest expense incurred during the refinancing of the Senior Secured Notes, partially offset by lower amortization of deferred financing costs of $0.7 million due to prepayments of principal on the Company’s UKSAR Debt in the Prior Year.
Other expense, net was $14.3 million in the Current Year primarily due to foreign exchange losses of $12.2 million and pension-related costs of $2.8 million, partially offset by other income of $0.7 million related to gains on insurance proceeds. Other income, net was $29.0 million in the Prior Year primarily due to foreign exchange gains.
Income tax expense was $27.0 million lower in the Current Year primarily due to lower pretax book income.
Liquidity and Capital Resources
General
As of June 30, 2026, we had $312.3 million of unrestricted cash and $59.3 million of remaining availability under our ABL Facility for total liquidity of $371.6 million. As of June 30, 2026, approximately 43% of our total cash balance was held outside the U.S. Most of our cash held outside the U.S. could be repatriated to the U.S., and any such repatriation could be subject to additional taxes. If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations.
Summary of Cash Flows
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands) | |||||||||||
| Cash flows provided by or (used in): | |||||||||||
| Operating activities | $ | 32,826 | $ | 98,436 | |||||||
| Investing activities | (78,649) | (59,588) | |||||||||
| Financing activities | 56,546 | (27,786) | |||||||||
Operating Activities
Operating cash flows were $65.6 million lower in the Current Year primarily due to the net working capital uses of cash and lower net income. Working capital uses of $71.5 million in the Current Year primarily resulted from an increase in accounts receivables due to increased activity, increases in other assets primarily related to start-up costs for new Government Services contracts as the costs are incurred prior to the full commencement of
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revenues and a decrease in accounts payables and accrued liabilities primarily related to the timing of tax and OEM vendor payments at the end of the Current Quarter.
Working capital uses of $22.3 million in the Prior Year primarily resulted from increases in inventory to support new contracts and to mitigate risks related to supply chain constraints and an increase in other assets primarily related to start-up costs for new Government Services contracts.
Investing Activities
During the Current Year, net cash used in investing activities was $78.6 million consisting of:
•Capital expenditures of $108.7 million primarily related to payments for aircraft, leasehold improvements and purchases of equipment, partially offset by
•Proceeds of $30.0 million from the sale of assets.
During the Prior Year, net cash used in investing activities was $59.6 million consisting of:
•Capital expenditures of $83.7 million primarily related to payments for aircraft, leasehold improvements and purchases of equipment, partially offset by
•Proceeds of $24.1 million from the sale of assets.
Financing Activities
During the Current Year, net cash provided by financing activities was $56.5 million primarily consisting of:
•Proceeds from borrowings of $500.0 million from the issuance of 6.750% Senior Notes, partially offset by
•Repayments of debt of $413.7 million primarily related to the refinancing of the 6.875% Senior Notes and principal payments on secured equipment term loans,
•Debt issuance costs of $11.9 million,
•Share repurchases of $11.0 million, and
•Dividend payments of $7.4 million.
During the Prior Year, net cash used in financing activities was $27.8 million primarily consisting of:
•Repayments of debt of $24.9 million related to the principal payments on secured equipment term loans, and
•Share repurchases of $8.5 million, partially offset by
•Proceeds from borrowings of $5.8 million.
Effect of Exchange Rate Changes
The effect of exchange rate changes on cash and cash equivalents denominated in currencies other than the reporting currency are reflected in a separate line on the condensed consolidated statement of cash flows. Through our foreign operations, we are exposed to currency fluctuations, and changes in the value of the GBP relative to the U.S. dollar have the most significant impacts to the effect of exchange rate changes on our cash, cash equivalents and restricted cash.
Capital Allocation Framework
We consistently evaluate the best uses of our cash flow and aim to yield the highest value and return on capital. Our capital allocation strategy includes the following:
Balance Sheet:
•Protect and maintain strong balance sheet and liquidity position. During the six months ended June 30, 2026, we completed the refinancing of our senior notes and ABL at lower rates and extended maturity dates in support of this target.
•Structure leases and debt to facilitate financial flexibility.
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Growth:
•Pursue high impact, high return organic growth opportunities, which currently prioritizes the completion of the UKSAR2G contract transition. We are also currently upgrading our fleet with new AW189 helicopters configured for OES operations to meet customer demand and enhance profitability.
•Assess other growth opportunities through potential mergers and acquisitions. We completed the acquisition of Berry Aviation, a provider of a broad range of aviation services, such as special missions, intelligence, surveillance and reconnaissance (ISR) operations, maintenance, repair and overhaul (MRO) services, training and mission support, UAS design and development capabilities, on-demand cargo (ODC) logistics for blue chip end-customers and aftermarket supply-chain aviation solutions. We also announced plans to pursue the sale of our Norway Offshore Energy Services business as part of our portfolio optimization strategy. The planned divestiture aligns with the Company's disciplined approach to capital allocation and strategic portfolio management. In addition, we are pursuing various AAM opportunities.
Shareholder Capital Returns:
•Pay a quarterly cash dividend. Bristow’s quarterly cash dividend program commenced in the first quarter of 2026, with an initial dividend payment of $0.125 per share ($0.50 per share annualized).
•Opportunistically buy back shares using our $125 million share repurchase program. As of June 30, 2026, $121.0 million remained available of the $125.0 million stock purchase program authorized in February 2025.
Material Cash Requirements
Our primary sources of liquidity include unrestricted cash balances, cash flows from operations, borrowings under our ABL Facility and, from time to time, we may obtain additional liquidity through the issuance of equity, debt, other financing options or through asset sales. Our primary uses of liquidity include working capital needs to fund operations, meeting our capital commitments and growth expenditure plans (including the purchase of aircraft, property and other equipment), the repurchase of stock or debt securities, payment of debt service obligations and executing on our other capital allocation targets. We may, from time to time, redeem, repurchase, retire or otherwise acquire our outstanding debt through privately-negotiated transactions, open market purchases, redemptions, tender offers or otherwise, but we are under no obligation to do so.
As of June 30, 2026, we had no near-term debt maturities, other than the current portion of long-term debt of $27.4 million, and our total debt balance, net of deferred financing fees, was $745.5 million which was comprised of the 6.750% Senior Notes due in February 2033, the UKSAR Debt maturing in March 2036, and the IRCG Debt maturing in June 2031.
We believe that our cash flows from operations and other sources of liquidity will continue to be sufficient to meet working capital requirements, debt service obligations and capital expenditure commitments, while meeting capital allocation targets. Our long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for operations, debt service, capital expenditures and a reasonable return on investment.
Contractual Obligations and Commercial Commitments
We have various contractual obligations that are recorded as liabilities on our consolidated balance sheets. Other items, such as certain purchase commitments and other executory contracts, are not recognized as liabilities on our consolidated balance sheets.
As of June 30, 2026, we had unfunded capital commitments of $58.8 million, consisting primarily of agreements to purchase two AW189 heavy helicopters, scheduled to be delivered in 2026 and 2027, and deposits for preferred aircraft delivery slots on five EL9 aircraft scheduled for delivery between 2029 and 2030 (subject to aircraft certification). In addition, the Company has outstanding options to purchase up to nine additional AW189 helicopters and six H135 light-twin helicopters. If these options are exercised, the AW189 helicopters and H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders. Orders to purchase electric vertical takeoff and landing and short takeoff and landing aircraft, collectively known as AAM aircraft, are subject to, among other things, deadlines for regulatory certification of such aircraft and minimum performance requirements. Failure to satisfy such deadlines or requirements would allow such orders to be terminated by the Company without further
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liability and require the applicable manufacturer to refund certain deposits to the Company. In addition, the Company has outstanding options for several AAM aircraft models with various OEMs that do not involve financial commitments at this time.
Lease Obligations
From time to time, we may, under favorable market conditions and when necessary, enter into aircraft lease agreements in support of our global operations.
We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, land and facilities used in our operations. The related lease agreements, which range from non-cancelable to month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options.
As of June 30, 2026, aggregate undiscounted future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year were as follows (in thousands):
| Aircraft | Other | Total | |||||||||||||||
| Remaining in 2026 | $ | 38,261 | $ | 5,909 | $ | 44,170 | |||||||||||
| 2027 | 59,269 | 8,480 | 67,749 | ||||||||||||||
| 2028 | 42,202 | 6,845 | 49,047 | ||||||||||||||
| 2029 | 23,540 | 4,615 | 28,155 | ||||||||||||||
| 2030 | 16,404 | 2,121 | 18,525 | ||||||||||||||
| Thereafter | 54,478 | 9,350 | 63,828 | ||||||||||||||
| $ | 234,154 | $ | 37,320 | $ | 271,474 | ||||||||||||
Critical Accounting Estimates
See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” of the Annual Report on Form 10-K for a discussion of our critical accounting estimates. There have been no material changes to our critical accounting policies and estimates since the Annual Report on Form 10-K.
For discussion of recent accounting pronouncements and accounting changes, see Part I, Item 1, “Financial Statements”, Note 1 in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to certain market risks arising from the use of financial instruments in the ordinary course of business. This risk arises primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk, and interest rates.
For additional information about our exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the Annual Report on Form 10-K. Our exposure to market risk has not changed materially since December 31, 2025.
Item 4. Controls and Procedures
With the participation of our Chief Executive Officer and Chief Financial Officer, management evaluated, with reasonable assurance, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026.
During the quarter ended June 30, 2026, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
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Item 1A. Risk Factors
Except as set forth below, there have been no material changes in our risk factors, set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.
Significant disruptions in the supply of aircraft fuel could have an adverse impact on our operating results and financial condition.
Aircraft fuel is critical to our operations. The timely and adequate supply of fuel to meet operational demand depends on the continued availability of reliable fuel supply sources as well as related service and delivery infrastructure. We depend significantly on the continued performance of our vendors and service providers to maintain supply integrity. To the extent our vendors and service providers are not able to maintain fuel supply integrity, such disruption to our aircraft fuel supply could have an adverse impact on our operating results and financial condition.
Additionally, the market price of fuel has historically fluctuated substantially and continues to be volatile due to a multitude of unpredictable factors, including global crude oil prices, fuel supply and demand, geopolitical conflicts and instability, natural disasters, and fuel production and transportation infrastructure, as well as other, indirect factors. Changes in any of these factors could drive rapid, significant changes in fuel prices in short periods of time. For example, we are currently experiencing increased fuel prices due to the ongoing conflict with Iran. Although we are able to recoup fuel costs from our customers through the majority of our contracts, we may experience delays from the time the costs are incurred and the period in which we are able to assess such costs to our customers. Additionally, we may be unable to increase our rates enough to fully offset the impact of increases in fuel prices on certain contracts and in markets such as our regular passenger transport business in Australia, especially if such price increases were to sustain for a prolonged period. Therefore, any increase in our rates to offset increased fuel prices may take several months to implement, may not be sustainable, may reduce general demand for our services and may also eventually impact our operations, strategic growth and investment plans for the future.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information regarding our repurchases of shares of our common stock on a monthly basis during the three months ended June 30, 2026:
Total Number of Shares Purchased(1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||
| April 1, 2026 - April 30, 2026 | 12 | $ | 49.37 | — | $ | 120,979,892 | |||||||||||||||||
| May 1, 2026 - May 31, 2026 | — | $ | — | — | $ | 120,979,892 | |||||||||||||||||
| June 1, 2026 - June 30, 2026 | 196 | $ | 41.92 | — | $ | 120,979,892 | |||||||||||||||||
(1)Reflects 208 shares purchased in connection with the surrender of stock by employees to satisfy certain tax withholding obligations from stock vesting. These repurchases are not a part of our publicly announced program and do not affect our Board-approved stock repurchase program.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted terminated
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Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
| Exhibit Number | Description of Exhibit | |||||||
| 2.1‡ | Agreement and Plan of Merger, dated as of June 22, 2026, by and among Berry Aviation, Inc., Berry Acquisition, LLC, Starlift Merger Sub LLC, Bristow Group Inc. and Shareholder Representative Services LLC (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 26, 2026 (File No. 001-35701)). | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2018 (File No. 001-35701)). | |||||||
| 3.2 | Certificate Of Amendment of Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2020 (File No. 001-35701)). | |||||||
| 3.3 | Certificate Of Amendment of Amended and Restated Certificate of Incorporation of Era Group Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2020 (File No. 001-35701)). | |||||||
| 3.4 | Amended and Restated Bylaws of Bristow Group Inc. (incorporated herein by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2020 (File No. 001-35701)). | |||||||
| 10.1 | Amendment No. 4 to Bristow Group Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 20, 2026) (File No. 001-35701). | |||||||
| 31.1* | Rule 13a-14(a) Certification by Chief Executive Officer of Registrant. | |||||||
| 31.2* | Rule 13a-14(a) Certification by Chief Financial Officer of Registrant. | |||||||
| 32.1** | Certification of Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2** | Certification of Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| ‡ | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. | |||||||
| * | Filed herewith. | |||||||
| ** | Furnished herewith. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BRISTOW GROUP INC. | ||||||||
| By: | /s/ Jennifer D. Whalen | |||||||
Jennifer D. Whalen Senior Vice President, Chief Financial Officer | ||||||||
| By: | /s/ Donna L. Anderson | |||||||
Donna L. Anderson Vice President, Chief Accounting Officer | ||||||||
DATE: August 4, 2026
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