Bristow Group (NYSE: VTOL) CEO covers tax bill with shares

Rhea-AI Filing Summary

Bristow Group Inc. President and CEO Christopher Scott Bradshaw reported several tax-related share dispositions that were not open-market sales. On March 8 and March 10, 2026, a total of 60,454 shares of common stock were withheld at prices between $44.60 and $46.71 per share to cover tax liabilities triggered by vesting equity awards.

The withheld shares relate to restricted stock units and performance-based stock units granted under Bristow’s 2021 Equity Incentive Plan. After these transactions, Bradshaw continues to own 332,563 shares of Bristow common stock directly.

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^*

Bradshaw Christopher Scott

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2026

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	03/08/2026		F		6,550(1)	D	$44.6	386,467	D
Common Stock	03/10/2026		F		17,564(2)	D	$46.71	368,903	D
Common Stock	03/10/2026		F		24,227(3)	D	$46.71	344,676	D
Common Stock	03/10/2026		F		12,113(4)	D	$46.22	332,563	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. Shares withheld to cover the associated tax liability upon the vesting of the second 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 12, 2024.

2. Shares withheld to cover the associated tax liability upon the vesting of the 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").

3. Shares withheld to cover the associated tax liability upon the vesting of the 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.

4. Shares withheld to cover the associated tax liability upon the vesting of the third 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 14, 2023.

	/s/ Justin D. Mogford, Attorney-in-Fact for Christopher S. Bradshaw	03/10/2026
	** 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 did Bristow Group (VTOL) CEO report in this Form 4?

Bristow Group’s CEO Christopher Scott Bradshaw reported tax-related share dispositions. A total of 60,454 common shares were withheld by the company to cover tax liabilities arising from the vesting of previously granted restricted stock units and performance-based stock units.

Were the VTOL shares in Bradshaw’s Form 4 sold on the open market?

No, the VTOL shares were not sold on the open market. All transactions were coded "F," meaning shares were withheld by the company to pay tax liabilities due upon vesting of equity awards, rather than being voluntarily sold into the market.

How many Bristow Group shares were withheld for taxes from the CEO?

A total of 60,454 Bristow Group common shares were withheld. These shares covered associated tax liabilities when multiple tranches of restricted stock units and performance-based stock units vested under the company’s 2021 Equity Incentive Plan.

What is Christopher Scott Bradshaw’s Bristow shareholding after these transactions?

Following the tax-withholding transactions, Christopher Scott Bradshaw directly owns 332,563 Bristow Group common shares. This figure reflects his remaining direct stake after the company withheld shares to satisfy tax obligations tied to vesting equity awards.

Which equity awards caused the VTOL tax-withholding in this Form 4?

The tax-withholding arose from vesting of several awards: restricted stock units from earlier grants and performance-based stock units tied to Cash Return on Invested Capital and Relative Total Stockholder Return, all granted under Bristow’s 2021 Equity Incentive Plan.

On what dates did the Bristow CEO’s tax-withholding transactions occur?

The reported tax-withholding transactions occurred on March 8 and March 10, 2026. On each date, Bristow withheld common shares at prices between $44.60 and $46.71 per share to cover tax liabilities associated with vesting equity-based compensation.