Bristow Group (VTOL) COO exercises options, sells 24,908 shares

Rhea-AI Filing Summary

Bristow Group Inc. COO, Offshore Energy Services, Stuart Stavley reported a mix of stock awards, option exercise, and share sales. On February 25, 2026, he acquired 11,255 shares tied to Cash ROIC performance-based stock units and 15,526 shares tied to RTSR performance-based stock units, both vesting upon Board approval of performance criteria.

On February 27, 2026, he exercised an employee stock option for 10,000 shares of common stock at $15.76 per share. That same day, he sold a total of 24,908 common shares in multiple open-market transactions at weighted average prices ranging from about $45.92 to $48.53, and directly owned 85,790 common shares afterward.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stavley Stuart

(Last) (First) (Middle)

C/O BRISTOW GROUP INC.

3151 BRIAPARK DRIVE, SUITE 700

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bristow Group Inc. [ VTOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO, Offshore Energy Services

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		A		11,255	A	$46.71(1)	85,172	D
Common Stock	02/25/2026		A		15,526	A	$46.71(2)	100,698	D
Common Stock	02/27/2026		M		10,000	A	$15.76	110,698	D
Common Stock	02/27/2026		S		4,800	D	$46.4602(3)	105,898	D
Common Stock	02/27/2026		S		4,700	D	$47.1988(4)	101,198	D
Common Stock	02/27/2026		S		500	D	$48.324(5)	100,698	D
Common Stock	02/27/2026		S		5,576	D	$46.5165(6)	95,122	D
Common Stock	02/27/2026		S		7,132	D	$47.2201(7)	87,990	D
Common Stock	02/27/2026		S		2,200	D	$48.1368(8)	85,790	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$15.76	02/27/2026		M			10,000	(9)	06/17/2030	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. Represents shares of common stock that vested on February 25, 2026 upon the approval of the Issuer's Board of Directors (the "Board") of the satisfaction of performance criteria underlying an award of Cash Return on Invested Capital performance-based stock units ("Cash ROIC PSUs") granted to the Reporting Person on March 10, 2023 under the terms of the Issuer's 2021 Equity Incentive Plan (the "Plan").

2. Represents shares of common stock that vested on February 25, 2026 upon the approval of the Board of the satisfaction of performance criteria underlying an award of Relative Total Stockholder Return performance-based stock units ("RTSR PSUs") granted to the Reporting Person on March 10, 2023 under the terms of the Plan.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on February 27, 2026 at prices ranging from $45.92 to $46.78, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on February 27, 2026 at prices ranging from $46.9250 to $47.8200, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on February 27, 2026 at prices ranging from $48.1900 to $48.5250, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on February 27, 2026 at prices ranging from $45.9200 to $46.9150, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on February 27, 2026 at prices ranging from $46.93 to $47.90, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on February 27, 2026 at prices ranging from $47.99 to $48.19, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

9. These options granted on June 17, 2020 vest in full on June 12, 2023, subject to continuous service of the reporting person as of such vesting date.

	/s/ Justin D. Mogford, attorney-in-fact for Stuart Stavley	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did VTOL COO Stuart Stavley report on this Form 4?

Stuart Stavley reported vesting of performance-based stock units, an option exercise for 10,000 VTOL shares at $15.76, and open-market sales totaling 24,908 common shares, all in late February 2026, while remaining a direct shareholder afterward.

How many Bristow Group (VTOL) shares did the COO sell and at what prices?

He sold 24,908 VTOL common shares in multiple open-market trades on February 27, 2026, at weighted average prices within ranges generally between $45.92 and $48.53 per share, as detailed in several footnotes describing each price range.

What equity awards vested for Bristow Group (VTOL) COO in February 2026?

On February 25, 2026, 11,255 VTOL shares from Cash ROIC performance-based stock units and 15,526 shares from RTSR performance-based stock units vested after the Board approved satisfaction of performance criteria under the company’s 2021 Equity Incentive Plan.

How many Bristow Group (VTOL) shares does the COO own after these transactions?

Following the February 2026 vesting, option exercise, and subsequent sales, the Form 4 shows that COO Stuart Stavley directly owned 85,790 shares of Bristow Group common stock, reflecting his remaining equity stake after these reported transactions.

What stock option activity did the Bristow Group (VTOL) COO report?

He exercised an employee stock option for 10,000 VTOL shares on February 27, 2026. The exercise converted derivative securities into common stock at an exercise price of $15.76 per share before he sold portions of his common stock holdings.

Were the VTOL share sale prices on February 27, 2026 single prices or ranges?

The reported prices are weighted averages. The Form 4 discloses that shares were sold in multiple trades across ranges, for example from $45.92 to $46.78 and from $46.9250 to $47.8200, with full trade breakdowns available upon request.