Bristow Group (VTOL) CFO granted 9,582 RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Bristow Group’s SVP and CFO Jennifer Dawn Whalen reported two equity-related transactions in company common stock. She received a grant of 9,582 restricted stock units, each scheduled to vest in three equal annual installments on March 2, 2027, March 2, 2028 and March 2, 2029. In a separate transaction, 1,068 shares were withheld at $45.55 per share to cover taxes due upon the vesting of the first portion of a prior restricted stock unit grant. After these transactions, she directly owns 116,105 shares of Bristow Group common stock.

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^*

Whalen Jennifer Dawn

(Last) (First) (Middle)

C/O BRISTOW GROUP INC.

3151 BRIARPARK 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)
	SVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		9,582(1)	A	$0	117,173	D
Common Stock	03/03/2026		F		1,068(2)	D	$45.55	116,105	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

Explanation of Responses:

1. Each restricted stock unit vests in three equal annual installments scheduled to occur on March 2, 2027, March 2, 2028 and March 2, 2029.

2. Shares withheld to cover the associated tax liability upon the vesting of the first portion of a previous grant of restricted stock units, which grant was originally reported in Table I of the reporting person's Form 4 filed on March 5, 2025.

	/s/ Justin D. Mogford, Attorney-in-Fact for Jennifer D. Whalen	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Bristow Group (VTOL) CFO Jennifer Whalen report?

Jennifer Whalen reported a grant of 9,582 restricted stock units and a separate tax-withholding disposition of 1,068 Bristow Group common shares. Both transactions involved directly held stock under typical executive equity compensation arrangements.

How many Bristow Group (VTOL) shares did the CFO acquire in this Form 4?

She acquired 9,582 restricted stock units of Bristow Group common stock as a grant. These units represent a form of deferred equity compensation and will convert into shares only as they vest over several future years.

When do the newly granted Bristow Group (VTOL) restricted stock units vest?

The 9,582 restricted stock units vest in three equal annual installments. Vesting is scheduled for March 2, 2027, March 2, 2028, and March 2, 2029, aligning the CFO’s equity compensation with multi-year performance and retention.

Why were 1,068 Bristow Group (VTOL) shares disposed of in this filing?

The 1,068 shares were withheld to cover taxes on the vesting of part of a prior restricted stock unit grant. This tax-withholding disposition, priced at $45.55 per share, is a common non-market transaction in executive equity programs.

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

After the award and tax-withholding disposition, Jennifer Whalen directly holds 116,105 shares of Bristow Group common stock. This figure reflects her updated ownership position reported in the Form 4 insider filing.

Was the Bristow Group (VTOL) CFO’s share disposition an open-market sale?

No. The 1,068-share disposition was a tax-withholding transaction tied to vesting restricted stock units. Shares were withheld at $45.55 per share to satisfy tax liabilities, not sold in an open market trade.