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[8-K] Bristow Group Inc. Reports Material Event

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Form Type
8-K

Rhea-AI Filing Summary

Bristow Group Inc. plans a strategic reshaping of its business by agreeing to acquire Berry Aviation for $105 million in cash and pursuing the sale of its Norway Offshore Energy Services business. Berry Aviation generated about $108 million of revenue in 2025 and brings special mission, government and unmanned aviation capabilities focused on U.S. defense and government customers.

The deal is expected to be immediately accretive to Bristow’s earnings and free cash flow and to boost its EBITDA margin profile. On a 2025 pro forma basis including Berry and excluding Norway, Bristow’s revenue mix would shift to roughly 54% Offshore Energy Services, 35% Government Services and 11% Other Services, compared with an actual mix more weighted to Offshore Energy. The acquisition is expected to close in the third quarter of 2026, funded with cash on hand, subject to customary conditions.

Positive

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Negative

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Insights

Bristow trades Norway exposure for U.S. gov-focused growth with EBITDA-neutral mix shift.

Bristow is buying Berry Aviation for $105 million cash while exploring a sale of its Norway Offshore Energy Services business. Berry adds special missions, ISR, MRO and UAS capabilities plus key certifications like CARB and CAMTS, deepening ties with U.S. defense customers.

Management highlights that, on a 2025 pro forma basis, including Berry and excluding Norway, segment revenues would reweight to 54% Offshore Energy, 35% Government Services and 11% Other Services, versus the current 66%/26%/8% mix. The company also notes that the Norway exit plus Berry addition would have been EBITDA neutral in 2025, suggesting primarily a quality- and durability-focused shift rather than immediate profit uplift.

Berry’s 2025 revenues of about $108 million and 2025A/2026E EBITDA of about $12 million and $18 million are modest relative to Bristow’s stated $1.5 billion 2025 revenues, but they increase exposure to contracted government work and emerging unmanned platforms. Execution will hinge on closing the acquisition in Q3 2026 and successfully marketing the Norway business amid market conditions described as a constraint on timing and structure.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Berry Aviation purchase price $105 million cash Consideration under Agreement and Plan of Merger
Berry 2025 revenue $108 million Total revenues for year ended December 31, 2025
Berry 2025 EBITDA $12 million 2025A EBITDA disclosed in transaction materials
Berry 2026E EBITDA $18 million Projected 2026 EBITDA
Bristow 2025 revenue $1.5 billion LTM revenues as of December 31, 2025
Pro forma revenue mix 54% OES / 35% Gov / 11% Other Illustrative 2025 mix post Berry acquisition and Norway exit
Norway fleet snapshot 23 S92 aircraft, 4 bases, ~360 employees 2025 Norway Offshore Energy Services business profile
Berry revenue share from government services 72% of revenues Portion from government and defense aviation services
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
representation and warranty insurance policy financial
"obtained on a conditional basis a representation and warranty insurance policy"
Commercial Airlift Review Board (CARB) certification technical
"highly coveted certifications including, but not limited to, the Commercial Airlift Review Board (CARB) certification"
Commission on Accreditation of Medical Transport Systems (CAMTS) technical
"Commission on Accreditation of Medical Transport Systems (CAMTS) certification"
unmanned aerial systems (UAS) technical
"unmanned aerial systems (UAS) design and development capabilities"
Unmanned aerial systems (UAS) are drones plus the ground controllers, communications links, sensors and software that let them fly and perform tasks without a pilot onboard — think of a radio‑controlled aircraft teamed with a mobile command center. They matter to investors because UAS open new markets and revenue streams across delivery, agriculture, mapping, inspection and defense, while their value and risks hinge on regulation, safety, and technological reliability.
contractor-owned, contractor-operated (COCO) financial
"While currently a contractor-owned, contractor-operated (“COCO”) operator"
A contractor-owned, contractor-operated (COCO) arrangement means a private company both owns and runs a facility or service under a contract with a client, often a government or large organization. For investors, COCO status signals that the contractor carries most of the operational costs, capital investment and liability—so profits, cash flow and regulatory exposure depend heavily on that contractor’s performance and on the stability of the underlying contract; think of it as a company buying and managing a building instead of simply leasing it.
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Understanding 8-K Material Events →
0001525221false00015252212026-06-262026-06-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 26, 2026

Bristow Group Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware1-3570172-1455213
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

3151 Briarpark Drive, Suite 700,Houston,Texas77042
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code
(713)267-7600

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueVTOLNYSE



Item 1.01Entry into a Material Definitive Agreement.
On June 23, 2026, Bristow Group Inc., a Delaware corporation (“Bristow” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Berry Aviation, Inc., a Texas corporation (“Berry Aviation”), Berry Acquisition, LLC, a Delaware limited liability company (“Berry Acquisition” and, together with Berry Aviation, “Berry”), and Starlift Merger Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company will acquire Berry for $105 million in cash, subject to adjustment for working capital, cash, indebtedness and transaction expenses as set forth in the Merger Agreement. Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into Berry Acquisition, with Berry Acquisition surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Berry Acquisition owns all of the issued and outstanding shares of capital stock of Berry Aviation.
The Merger Agreement contains customary representations and warranties made by each of the parties. The Company has obtained on a conditional basis a representation and warranty insurance policy, under which the issuer of such policy will insure the Company and its affiliates against certain claims, damages or other losses arising from breaches by Berry of its representations and warranties in the Merger Agreement, subject to certain limitations and exclusions and other customary terms and conditions therein.
The Merger Agreement and the Merger have been unanimously approved by the board of directors of the Company and the board of managers of Berry Acquisition. The closing of the transactions is subject to the satisfaction of certain customary closing conditions and is expected to occur in the second half of 2026.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto.

Item 7.01Regulation FD Disclosure.
On June 23, 2026, the Company issued a press release announcing the transaction and posted a slide presentation regarding the transaction to its website at www.bristowgroup.com. A copy of the press release and the slide presentation is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished pursuant to Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements
The statements in this Current Report on Form 8-K that are not historical statements, including statements regarding the expected timing of closing of the proposed transaction, are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to significant risks and uncertainties, many of which are beyond Bristow’s control. Actual results could differ materially, based on factors including, but not limited to: the timing to consummate the proposed transaction; the conditions to closing of the proposed transaction may not be satisfied or the closing of the proposed transaction otherwise does not occur; the diversion of management’s time on transaction-related issues; the ultimate timing, outcome and results of integrating Berry’s operations and the ultimate outcome of Bristow’s operating efficiencies applied to Berry’s services; the effects of the proposed transaction, including Bristow’s future financial condition, results of operations, strategy and plans; expected synergies and other benefits from the proposed transaction and the ability of Bristow to realize such synergies and other benefits; and other risks and uncertainties described in Bristow’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026, Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which was filed with the SEC on May 6, 2026, recent Current Reports on Form 8-K filed by Bristow, and other SEC filings. These filings also discuss some of the important risk factors that may affect Bristow’s business, results of operations and financial condition. Bristow undertakes no obligation to revise or update publicly any forward-looking statements for any reason.



Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description of Exhibits
2.1
Agreement and Plan of Merger*
99.1
Press Release of Bristow Group Inc.
99.2
Presentation Slides
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.


* The Agreement and Plan of Merger filed as Exhibit 2.1 omits the exhibits and disclosure schedules. The Company agrees to furnish on a supplemental basis a copy of the omitted exhibits and schedules to the SEC upon request.




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 hereunto duly authorized.
    
BRISTOW GROUP INC.


Date: June 26, 2026
By:/s/ Anne Burguieres Rappold
Anne Burguieres Rappold
Chief Legal Officer and Corporate Secretary


Exhibit 99.1
Bristow Group to Acquire Berry Aviation, Expanding Government Services Platform

Adds Differentiated Capabilities and Long-Term Customer Relationships in Special Missions Aviation

Delivers Revenue Diversification and Accretion to Earnings and Cash Flow; Strengthens Long-Term Investment Profile

Bristow Group Announces Plans to Exit Norway Offshore Energy Services Business

HOUSTON – June 23, 2026 – Bristow Group Inc. (NYSE: VTOL) (“Bristow” or the “Company”), the leading global provider of innovative and sustainable vertical flight solutions, today announced that it has entered into a definitive agreement to acquire Berry Aviation, Inc. (“Berry Aviation”) from Acorn Capital Management for $105 million, subject to customary purchase price adjustments, in an all-cash transaction. Berry Aviation will add differentiated special mission capabilities and long-standing relationships with U.S. defense and government customers, further strengthening Bristow’s Government Services offerings. The acquisition is expected to enhance the quality of Bristow’s earnings through increased exposure to contracted government services and multi-mission aviation activities, supporting a more durable and balanced business profile.

Headquartered in San Marcos, Texas, Berry Aviation operates a fleet of more than 20 aircraft primarily providing government and defense aviation services across multiple countries. Through its Government Services offering, Berry Aviation provides 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, and unmanned aerial systems (UAS) design and development capabilities, which collectively make up approximately 72% of Berry Aviation’s revenues. Berry Aviation’s remaining revenues consist of on-demand cargo (ODC) logistics for blue chip end-customers and aftermarket supply-chain aviation solutions.

“The acquisition of Berry Aviation, an established special mission aviation services provider, further aligns Bristow’s portfolio with key megatrends: increasing geopolitical risk, rising defense spending and the continued outsourcing of mission-critical aviation services,” said Chris Bradshaw, President and Chief Executive Officer of Bristow. “Berry Aviation’s deep expertise, proven technical capabilities across a range of mission-critical operations and strong customer relationships are complementary to our existing Government Services operations, better positioning Bristow to compete for long-duration government programs. While Bristow remains the premier provider of offshore energy aviation services, this transaction comes at an important time as we are evolving our business mix to include more durable, contracted revenue streams and building a more resilient and diversified platform to deliver attractive long-term growth and shareholder value. We look forward to welcoming Berry Aviation’s team to Bristow and working together to build on their strong foundation.”

Berry Aviation has extensive experience supporting all branches of the U.S. military and a record of excellence in completing missions that demand precision, safety and strict compliance. Bristow and Berry Aviation share a cultural emphasis on safety, reliability and rapid response in complex environments and, through this transaction, customers will benefit from Bristow’s scale, operational expertise and global platform.





Strategic and Financial Benefits of the Acquisition

•Expands Bristow’s U.S. Government Services capabilities and strengthens Government Services competitive positioning: The transaction will add differentiated capabilities, global reach, and highly coveted certifications including, but not limited to, the Commercial Airlift Review Board (CARB) certification, Commission on Accreditation of Medical Transport Systems (CAMTS) certification, Part 135 Airdrop authorization, ability to operate in GPS-denied airspace and a highly specialized workforce that maintains long-standing relationships with the government agencies it services. Berry Aviation’s government customers include the U.S. Army, U.S. Air Force, U.S. Special Operations Command (SOCOM), U.S. Transportation Command (TRANSCOM) and more.

•Continues Bristow’s shift in revenues mix toward Government Services: Bristow’s Government Services business currently includes search and rescue (SAR) and other government aviation programs in the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, the United Kingdom and the United States. Following the close of the Berry Aviation acquisition, coupled with Bristow’s planned exit of its Norway Offshore Energy Services business, Bristow’s revenues mix is expected to shift meaningfully towards durable, contracted government services. Taking into effect both the pending acquisition of Berry Aviation and the potential sale of Bristow’s Norway Offshore Energy Services business, the Company’s 2025 pro forma revenues mix would have been approximately 54% Offshore Energy Services, 35% Government Services and 11% Other Services (compared to the actual 2025 revenues mix of 66% Offshore Energy Services, 26% Government Services and 8% Other Services).

•Immediately accretive to Bristow’s earnings and free cash flow, while bolstering Bristow’s EBITDA margin profile: In 2025, Berry Aviation had total revenues of approximately $108 million. The planned exit of the Norway Offshore Energy Services business and addition of Berry Aviation would have been neutral to Bristow’s 2025 EBITDA on a pro forma basis.

•Positions Bristow to capture emerging unmanned and next-generation aviation opportunities: Berry Aviation’s capabilities in unmanned aerial systems design and development are expected to enhance Bristow’s ability to support evolving mission requirements, including lower-cost ISR options, and expand its participation in future defense aviation platforms. Berry Aviation’s ODC and other service offerings are expected to provide Bristow opportunities to pursue cargo and regional air transportation opportunities through the electrification of transportation using Berry Aviation’s existing business model. These new capabilities can also supplement Bristow’s existing search and rescue missions.

•Creates opportunities for synergies as well as operational efficiencies: The transaction will enable cross-selling of services to government customers by leveraging the combined company’s expertise, diversified fleet and global footprint. The transaction will also facilitate optimization of procurement and maintenance functions, particularly for Bristow’s existing fixed-wing business in Australia.

Leadership and Operations

Bristow expects Berry Aviation’s leadership team to remain in their roles post-closing. In addition, Bristow intends to maintain a strong presence at Berry Aviation’s existing facilities across its operational footprint.




Financing and Approvals

The acquisition is expected to close in the third quarter of 2026, subject to the satisfaction of certain customary closing conditions. Bristow intends to fund the transaction with cash on hand.

Exit of Norway Offshore Energy Services Business

In a separate initiative, Bristow is pursuing the sale of its Norway Offshore Energy Services business as part of its longstanding portfolio optimization strategy.

The exit is consistent with Bristow’s ongoing strategy to deploy its assets in markets with attractive margin profiles and value-accretive returns on capital. Bristow remains focused on growing its Offshore Energy Services business in markets that meet its financial return parameters. Bristow expects to continue pursuing other opportunities in Norway, such as those in the Advanced Air Mobility space.

The timing and structure of any sale transaction remain subject to market conditions and other considerations.

Advisors

Solomon Partners Securities, LLC is serving as financial advisor to Bristow, and Baker Botts LLP is serving as legal advisor to Bristow, in connection with its proposed acquisition of Berry Aviation. Pareto Securities AS is serving as financial advisor to Bristow, and Simonsen Vogt Wiig is serving as legal advisor to Bristow, in connection with the planned sale of its Norway Offshore Energy Services business. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Bristow.

The Company issued an investor presentation in connection with this announcement, which is available in the Events & Presentations section of Bristow’s website.

About Bristow Group

Bristow Group Inc. is the leading global provider of innovative and sustainable vertical flight solutions. We primarily provide aviation services to a broad base of offshore energy companies and government entities. Our aviation services include personnel transportation, search and rescue ("SAR"), medevac, fixed wing transportation, unmanned systems and ad-hoc helicopter services. Our offshore energy customers charter our helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other services include fixed wing transportation services through a regional airline in Australia and dry-leasing aircraft to third-party operators in support of other industries and geographic markets.

Our core business of providing aviation services to leading global energy companies and government entities provides us with geographic and customer diversity that helps mitigate risks associated with a single market or customer. Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom and the United States.





Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws, including statements relating to the proposed acquisition of Berry Aviation, the expected timing of its completion, expectations regarding the combined company’s businesses and prospects, and all statements regarding the Company’s expected exit of its Norway offshore energy business. Such forward-looking statements reflect the current views of the management of the Company with respect to future events and are subject to risks and uncertainties, both known and unknown, many of which are beyond Bristow’s control. Actual results could differ materially, based on factors including, but not limited to: the timing to consummate the proposed transaction; the conditions to closing of the proposed transaction may not be satisfied or the closing of the proposed transaction otherwise does not occur; the diversion of management’s time on transaction-related issues; the ultimate timing, outcome and results of integrating Berry Aviation’s operations and the ultimate outcome of Bristow’s operating efficiencies applied to Berry Aviation’s services; the effects of the proposed transaction, including Bristow’s future financial condition, results of operations, strategy and plans; expected synergies and other benefits from the proposed transaction and the ability of Bristow to realize such synergies and other benefits; and other risks and uncertainties described in Bristow’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026, Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which was filed with the SEC on May 6, 2026, recent Current Reports on Form 8-K filed by Bristow, and other SEC filings. The Company cautions investors not to place undue reliance on any forward-looking statements, and the Company does not intend to update or revise these forward-looking statements for any reason.

Contacts

Investors
Bristow Group Inc.
Jennifer Whalen
InvestorRelations@bristowgroup.com

Media
Bristow Group Inc.
GlobalCommunications@bristowgroup.com

Andrew Siegel / Lyle Weston / Maggie Carangelo
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
BristowMedia@joelefrank.com

Bristow Group Acquisition of Berry Aviation June 23, 2026 Exhibit 99.2

 

2 Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of the federal securities laws, including statements relating to the proposed acquisition of Berry Aviation, the expected timing of its completion, expectations regarding the combined company’s businesses and prospects, and all statements regarding the Company’s expected exit of its Norway offshore energy business. Such forward-looking statements reflect the current views of the management of the Company with respect to future events and are subject to risks and uncertainties, both known and unknown, many of which are beyond Bristow’s control. Actual results could differ materially, based on factors including, but not limited to: the timing to consummate the proposed transaction; the conditions to closing of the proposed transaction may not be satisfied or the closing of the proposed transaction otherwise does not occur; the diversion of management’s time on transaction-related issues; the ultimate timing, outcome and results of integrating Berry Aviation’s operations and the ultimate outcome of Bristow’s operating efficiencies applied to Berry Aviation’s services; the effects of the proposed transaction, including Bristow’s future financial condition, results of operations, strategy and plans; expected synergies and other benefits from the proposed transaction and the ability of Bristow to realize such synergies and other benefits; and other risks and uncertainties described in Bristow’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026, Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which was filed with the SEC on May 6, 2026, recent Current Reports on Form 8-K filed by Bristow, and other SEC filings. The Company cautions investors not to place undue reliance on any forward-looking statements, and the Company does not intend to update or revise these forward-looking statements for any reason.

 

3 Transaction Highlights • Bristow Group Inc. (“Bristow”) is acquiring Berry Aviation, Inc. (“Berry Aviation”) for $105 million, subject to customary closing adjustments • All-cash consideration Transaction Value • Acquisition strengthens Bristow’s mission diversification, broadens Bristow's government services business, and further deepens Bristow’s relationships with the U.S. government, armed forces, and large prime defense contractors • Expected to contribute over $100 million in annual, diversified revenues • Immediately accretive to Bristow’s earnings and cash flow Financial Benefits • Significantly expands Bristow’s fixed wing and UAS capabilities • Specialized certifications and qualifications (e.g., CARB, CAMTS, Part 135 Airdrop, etc.) • Long-term relationships with key customers such as SOCOM, TRANSCOM, U.S. Army, USAF and more Strategic Rationale • Unanimously approved by Bristow's Board of Directors • Expected to close in the third quarter of 2026, subject to customary closing conditions Approval and Timing

 

4 (1) Maintenance, Repair and Overhaul (“MRO”) and Component Repair and Overhaul (“CRO”); (2) Unmanned Aerial Systems (“UAS”); (3) United States Air Force (USAF), United States Special Operations Command (SOCOM), and United States Transportation Command (TRANSCOM); (4) Commercial Airlift Review Board (CARB) certification and Commission on Accreditation of Medical Transport Systems (CAMTS). Berry Aviation: A Mission-Critical Provider of End-to-End Aviation Services with a 40+ Year Legacy Berry Aviation Snapshot Key Certifications and Qualifications(4) Specialized aircraft certifications and ability to operate in traditionally unnavigable or GPS-denied environments 40+ year legacy of flight operations experience and long-standing relationships with key DoW customers (such as U.S. Army, USAF, SOCOM and TRANSCOM(3)) and large defense contractors Well-positioned for growth with strategic expansion of special missions aviation services, MRO/CRO capacity and capabilities, and demonstrated ability to rapidly design, develop and produce next- generation UAS, such as Berry Aviation’s proprietary Iron Weasel platform Part 135 FAA Certified Operator Part 145 EASA Certified Repair Station CAMTS Medical Transport Accreditation Part 145 FAA Certified Operator CARB DoW Approved Air Certified AS9100D Standard Certification Leading provider of end-to-end aviation solutions, including special mission aviation services, MRO/CRO(1) and next-generation UAS(2) for the Department of War (“DoW”) and large defense contractors Aircraft 23 Headquarters San Marcos, Texas Employees ~300 2025A Revenue +$100 million 2025A EBITDA ~$12 million 2026E EBITDA ~$18 million

 

5 (1) Short take-off and landing (“STOL”); (2) Outside Continental United States (“OCONUS”); (3) Intelligence, Surveillance and Reconnaissance (“ISR”); (4) Casualty Evacuation (“CASEVAC”) and Medical Evacuation (“MEDEVAC”); (5) Special Operations Forces (“SOF”). Berry Aviation Offers Highly Differentiated and Mission-Critical Aviation Services Passenger and Cargo Transport Aircraft capable of carrying a combination of passengers and cargo with multiple configurations Unmanned Aerial Systems Platform development, including ground-up design, component level testing, and reverse engineering MRO / CRO Certified Part 145 Repair Station with C-Check, ISR modification, avionics, and airframe repair capabilities ISR Integrations and Modifications OCONUS(2) manned airborne ISR(3) operations and training and exercise support in continental U.S. Enhanced Mobility Each airframe is equipped for STOL(1) operations on unpaved and unimproved airfields in remote regions CASEVAC / MEDEVAC(4) Robust critical-care program staffed by medical professionals with SOF(5) experience Special Mission Operations Operating in GPS denied airspace with long range capabilities Aerial Delivery In-flight air-operable doors capable of conducting resupply bundle drops

 

6 Note: Excludes Berry Aviation’s ODC fleet of nine owned EMB-120ER aircraft Berry Aviation Global Operational Footprint High Quality Defense, Government Agency and Private Sector Customers(1): Areas Berry Aviation has operated in Aircraft Fleet 15 Special Missions Aircraft 23 Total Aircraft 8 Other Services Aircraft Cessna 206 PC-12/ 47ESA-227 (Metroliner III) Beech King Air 350iER DHC-6-300 (Twin Otter) DHC-8-200 (DASH 8) AS350 B3 (1) Includes customers served through subcontractor agreements. The list above reflects select customers served and is not a full list of Berry Aviation customers. EMB-120ER

 

7 Berry Aviation Capabilities and Services Overview P e rc e n t o f T o ta l B e rry A v ia tio n R e v e n u e s (1 ) Special Mission Aviation Services MRO / CRO UAS On Demand Cargo and Bayview/Other • Intelligence Collection and Surveillance Flights • Passenger & Cargo Transport • Enhanced Mobility • Aerial Delivery • Training Exercise & Special Missions Support • STOL Capability • CASEVAC/MEDEVAC • Other Special Mission Operations • Part 145 Aircraft Maintenance • Scheduled & Unscheduled Maintenance • Full Component and Airframe Repair / Overhaul • Aircraft & ISR Instrument Modifications • Special Mission Integrations • Supply Chain & Logistics • Fueling & Line Services • Rapid Design & Prototyping • Low-Cost Uncrewed Combat Attack System (LUCAS) • Next-Gen UAS Development • Red Cell Aggressor Simulation • Flight Ops & Training • Counter-UAS • CONOPS Development • Platform & System Upgrades 52% 10% On Demand Cargo • Whole-Airplane Cargo • Short Notice Launch; Just-in-Time Inventory • Expedited Aerial Delivery to Blue-Chip Automotive & Industrial Companies Bayview / Other • Regional / Commuter Aircraft Marketplace • Purchasing, Leasing, Repairs, Inventory Appraisals; FBO and Hangar Space • Acquisitions of Aircraft, Engines, Surplus Parts 10% 28% B ris to w G o v e rn m e n t S e rv ic e s S e g m e n t B ris to w O th e r S e g m e n t (1) Revenues for the year ended December 31, 2025.

 

8 Key Drivers and Themes Underpinning Growth in Aviation Government Services There are significant global tailwinds underpinning growth in government services, for both budgetary and geopolitical reasons Aging government aircraft fleets Across 15 European countries with the largest fleet, 26% of all in-service aircraft were purchased before 1990(5) Increased reliance on outsourced aviation services by government agencies 32% of 2026 U.S. DLA spend is allocated to transportation and logistics services(2) Expansion of global security missions, including focus on border security and drug trade Big data capabilities promote the collection of more data for processing ~$4.5bn earmarked to develop an environment where autonomous systems can cooperate collaboratively at scale(3) Geopolitical tension boosting ISR demand Global ISR TAM expected to grow from ~$44bn in 2025 to ~$77bn by 2035, of which ~40% is aerial ISR(4) Natural disasters of increasing severity Global Rapid Response Disaster Relief Logistics TAM estimated at ~8bn (2025-2035E CAGR 6%)(6) Use of UAS / UAV to collect information cheaply and efficiently FY27 DoW budget request contains ~$54bn of funding for drone dominance(3) Long-term defense spending targets and increased commitments tied to GDP NATO defense spending expected to double from 2.5% of GDP in 2024 to 5% by 2035(1) (1) NATO Defence Expenditures Report, April 2026; (2) Defense Logistics Agency, Demand Forecast Industry Association Leadership, November 2025; (3) FY2027 DoW Budget Overview Book; (4) Future Market Insights (FMI), February 2026; (5) Fleets analyzer, Cirium Aviation Analytics, January 2025; (6) Business Research Insights, Fortune Business Insights, Future Market Insights, Global Market Insights.

 

9 Macroeconomic Attributes Company Attributes The Macro and Company Specific Attributes That Support an Investment Thesis for Bristow (1) Business Research Insights, Fortune Business Insights, Future Market Insights, Global Market Insights; (2) Department of Public Safety. Global geopolitical risks necessitate larger investments in defense and related support services Existing role supporting the State Department’s drug enforcement efforts is consistent with U.S. government priorities Global Defense Logistics total addressable market (“TAM”) estimated at ~$174 billion (2025A-2033E CAGR of 6%)(1) Global 2030 TAM for UAS launched effects, loitering munitions, one-way attack systems and USVs is expected to reach ~$26 billion Berry Aviation supports growing DoW trend towards outsourcing services U.S. 2030 TAM for UAS launched effects, loitering munitions, one-way attack systems and USVs is expected to reach ~$11 billion Existing MRO role supporting Texas DPS(2) serves as a relevant past performance vehicle for bidding in the large and growing market for state, local and federal law enforcement aviation support Provides Bristow access into the special mission aviation services sector through 40+ years of experience and relationships Currently supporting the Army and Navy in C-checks, ISR modifications, avionics, airframe, brake line and landing gear maintenance – providing Bristow an entry point into military MRO and CRO opportunities Berry Aviation’s ODC business is well positioned to serve as a launchpad for Bristow’s advanced air mobility (“AAM”) focused cargo initiatives, upon certification of AAM partner aircraft While currently a contractor-owned, contractor-operated (“COCO”) operator, provides the operational experience, certifications and crew to compete for government-owned, contractor-operated (“GOCO”) contracts as well Certain critical aviation and other specialized government certifications added to Bristow’s portfolio (which also function as barriers to entry)

 

10 Plans To Sell Norway Offshore Energy Business 2025 Norway Snapshot Aircraft Type #Aircraft #Bases #Employees S92s Only 23 4 ~360 OES Portfolio Management In a separate initiative, Bristow is pursuing the sale of its Norway offshore energy services business as part of its longstanding portfolio optimization strategy Bristow remains committed to safe, uninterrupted service to our Norway customers through the transition The exit is consistent with Bristow’s ongoing strategy to deploy its assets in markets with the highest margin profiles and returns on capital, while maintaining a disciplined approach to capital allocation While the Norwegian North Sea is a stable and mature energy market, it presents limited growth opportunities for Bristow The Company is evaluating various options though the timing and structure of any sale transaction remain subject to market conditions and other considerations Bristow expects to continue pursuing other non-offshore energy opportunities in Norway, such as those in the AAM space

 

11 Illustrative Standalone and Pro Forma Segment Profile 2025A Bristow Revenue(1) Portfolio Actions Advance Bristow’s Diversification Strategy and Enhance Value Creation 2025A Standalone Revenues(1) 2025A Pro Forma Revenues 8% Other Services 26% Government Services 66% Offshore Energy Services (“OES”) 28% Other Services 72% Government Services (1) LTM revenues as of December 31, 2025; (2) Illustrative 2025 pro forma revenue mix adding Berry Aviation and excluding Norway OES revenues. Berry Aviation Furthers Bristow’s Diversification Strategy While The Exit From Norway’s Energy Market Refocuses Bristow’s OES Portfolio In 2025, the planned exit from Norway OES and addition of Berry Aviation would have been EBITDA neutral on a pro forma basis Well-positioned to continue pursuing high- impact, high-return growth opportunities Total Revenues Post Acquisition and Post Norway Exit(2) 11% Other Services 35% Government Services 54% OES 1.5bn 108mm 276mm 100% Norway OES Berry Aviation Norway OES

 

12 Why Berry Aviation is an Excellent Addition to Bristow Group Leading provider of highly differentiated and mission-critical aviation services with an excellent reputation Significant, defensible barriers to entry Entrenched incumbent with 40+ year legacy of proven performance Vertically integrated MRO / CRO platform drives unmatched mission readiness Strategically aligned with enduring U.S. DoW budgetary and geopolitical priorities Multiple levers for transformative growth Attractive and profitable financial profile

 

Source: View Original Filing on SEC EDGAR

FAQ

What acquisition did Bristow Group (VTOL) announce involving Berry Aviation?

Bristow Group agreed to acquire Berry Aviation for $105 million in cash, subject to customary purchase price adjustments. The deal adds special mission, government and unmanned aviation capabilities focused on U.S. defense and government customers, expanding Bristow’s Government Services platform.

How will Berry Aviation affect Bristow Group’s revenue mix?

On a 2025 pro forma basis, including Berry Aviation and excluding Norway Offshore Energy Services, Bristow’s revenue mix would be about 54% Offshore Energy Services, 35% Government Services and 11% Other Services, compared with the reported 66%/26%/8% mix in 2025.

What are Berry Aviation’s recent financial figures mentioned by Bristow Group?

Berry Aviation generated approximately $108 million in total revenues in 2025, with about $12 million of 2025 EBITDA and projected 2026 EBITDA of about $18 million. These figures illustrate a growing, profitable government-focused aviation services business within Bristow’s portfolio.

How does the Berry Aviation deal impact Bristow’s EBITDA according to 2025 pro forma data?

Bristow states that, for 2025, the combination of exiting its Norway Offshore Energy Services business and adding Berry Aviation would have been EBITDA neutral on a pro forma basis. This suggests a strategic rebalancing toward government services without changing total EBITDA for that year.

What is Bristow Group’s plan for its Norway Offshore Energy Services business?

Bristow is pursuing a sale of its Norway Offshore Energy Services business as part of portfolio optimization, citing limited growth opportunities there. The company emphasizes safe, uninterrupted service during any transition, with timing and structure of a sale dependent on market conditions.

When is the Berry Aviation acquisition expected to close and how will it be financed?

The acquisition of Berry Aviation is expected to close in the third quarter of 2026, subject to customary closing conditions. Bristow intends to fund the all-cash transaction using cash on hand, according to its disclosure and accompanying investor presentation.

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