Bristow Group CFO awarded performance shares

Bristow Group Inc. SVP and CFO Jennifer Dawn Whalen acquired vested awards totaling 29,038 shares of Common Stock on February 25, 2026, following Board approval of performance-based stock units granted in 2023 under the 2021 Equity Incentive Plan.

Accepted by SEC EDGAR 02/27/2026 - 08:51 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Bristow Group Inc. SVP and CFO Jennifer Dawn Whalen acquired vested awards totaling 29,038 shares of Common Stock on February 25, 2026, following Board approval of performance-based stock units granted in 2023 under the 2021 Equity Incentive Plan. After these awards, she directly holds 123,241 shares.

Insider Trade Summary

Grant/Award: 29,038 shares

Grant/Award 2 txns

Insider Whalen Jennifer Dawn

Role SVP, CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,204	$46.71	$570K
Grant/Award	Common Stock	16,834	$46.71	$786K

Holdings After Transaction: Common Stock — 123,241 shares (Direct)

Holdings Before and After: Common Stock, 94,203 to 123,241 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

First stock award shares: 12,204 shares Second stock award shares: 16,834 shares Per-share value of awards: $46.71 +1 more

4 metrics

First stock award shares 12,204 shares Non-derivative Common Stock award on February 25, 2026 coded as acquisition (grant/award).

Second stock award shares 16,834 shares Additional non-derivative Common Stock award on February 25, 2026 coded as acquisition (grant/award).

Per-share value of awards $46.71 Per-share amount reported for both Common Stock grant transactions.

Post-transaction holdings 123,241 shares Direct Common Stock holdings of Jennifer Dawn Whalen after the reported awards.

Key Terms

Cash Return on Invested Capital, performance-based stock units, Relative Total Stockholder Return, Equity Incentive Plan

4 terms

Cash Return on Invested Capital financial

"Cash Return on Invested Capital performance-based stock units ("Cash ROIC PSUs")"

performance-based stock units financial

"underlying an award of Cash Return on Invested Capital performance-based stock units"

Performance-based stock units are company promises to deliver shares or cash to employees or executives only if the business hits specific financial or operational goals over a set period. Like a bonus that only pays out when certain milestones are reached, they link pay to company performance and matter to investors because they can dilute the share count, affect reported earnings when they vest, and signal how management is being incentivized.

Relative Total Stockholder Return financial

"Relative Total Stockholder Return performance-based stock units ("RTSR PSUs")"

Equity Incentive Plan financial

"under the terms of the Issuer's 2021 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Bristow Group (VTOL) CFO Jennifer Dawn Whalen report?

Jennifer Dawn Whalen reported acquiring 29,038 shares of Bristow Group common stock on February 25, 2026. These shares came from the vesting of performance-based stock unit awards granted in 2023 under the company’s 2021 Equity Incentive Plan, following Board approval of performance criteria.

How many Bristow Group (VTOL) shares does CFO Jennifer Dawn Whalen hold after this Form 4?

After these reported awards, Jennifer Dawn Whalen directly holds 123,241 shares of Bristow Group common stock. This post-transaction balance reflects her direct ownership position as reported in connection with the vesting of the performance-based stock units.

What types of performance-based awards vested for Bristow Group (VTOL) CFO Jennifer Dawn Whalen?

The vested shares relate to performance-based stock units tied to Cash Return on Invested Capital (Cash ROIC PSUs) and Relative Total Stockholder Return (RTSR PSUs). These awards were granted on March 10, 2023 under Bristow Group’s 2021 Equity Incentive Plan and vested after Board approval.

What share amounts were reported in each Bristow Group (VTOL) stock award to the CFO?

Two non-derivative common stock awards were reported: one for 12,204 shares and another for 16,834 shares. Both transactions occurred on February 25, 2026 and were coded as grants or awards rather than open-market purchases or sales.

What value per share was attributed to Bristow Group (VTOL) CFO’s stock awards?

Each of the reported common stock awards used a per-share value of $46.71. This value is recorded in the filing for both grant transactions on February 25, 2026, reflecting the per-share amount associated with the vested performance-based stock unit awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
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		12,204(1)	A	$46.71	106,407	D
Common Stock	02/25/2026		A		16,834(2)	A	$46.71	123,241	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. 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.

	/s/ Justin D. Mogford, Attorney-in-Fact for Jennifer D. Whalen	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.