CFO of Bristow Group (VTOL) gains shares through performance stock vesting

Rhea-AI Filing Summary

Bristow Group Inc. SVP and CFO Jennifer Dawn Whalen reported acquiring additional common stock through the vesting of performance-based equity awards. On February 25, 2026, she acquired 12,204 shares at a reference price of $46.71 per share tied to Cash Return on Invested Capital performance-based stock units granted on March 10, 2023 under the 2021 Equity Incentive Plan.

On the same date, she acquired a further 16,834 shares at $46.71 per share from Relative Total Stockholder Return performance-based stock units granted on March 10, 2023 under the same plan. Following these equity award vestings, her directly held common stock positions reported in the filing increased to 106,407 and then 123,241 shares.

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)
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.
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FAQ

What insider transaction did VTOL CFO Jennifer Whalen report on this Form 4?

Jennifer Whalen reported acquiring Bristow Group common stock through vesting of performance-based equity awards. Two grants of performance stock units converted into shares after the board approved satisfaction of performance criteria under the company’s 2021 Equity Incentive Plan.

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

The CFO acquired 12,204 shares from Cash ROIC performance-based stock units and 16,834 shares from Relative TSR performance-based stock units. Both awards were originally granted on March 10, 2023 and vested on February 25, 2026 after board approval.

Was the VTOL CFO’s Form 4 transaction an open-market purchase or a stock award vesting?

The transactions reflect stock award vestings, not open-market purchases. Shares came from performance-based stock units tied to Cash Return on Invested Capital and Relative Total Stockholder Return that vested once the board confirmed performance under the 2021 Equity Incentive Plan.

What performance metrics triggered the Bristow Group CFO’s new VTOL share awards?

The vesting was tied to two performance metrics: Cash Return on Invested Capital and Relative Total Stockholder Return. Once Bristow Group’s board approved that these performance criteria were satisfied, the related performance-based stock units converted into common shares for the CFO.

When were the Bristow Group (VTOL) performance-based awards granted and when did they vest?

Both sets of performance-based stock units were granted on March 10, 2023 under Bristow Group’s 2021 Equity Incentive Plan. They vested on February 25, 2026 after the board approved satisfaction of the underlying performance criteria, resulting in common stock being issued to the CFO.

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

After the first vesting, the CFO’s directly held common stock increased to 106,407 shares. Following the second vesting transaction reported the same day, her directly held common stock position rose further to 123,241 shares, as disclosed in the Form 4.