Bristow Group (NYSE: VTOL) CFO sells 26,667 shares, gifts stock

Rhea-AI Filing Summary

Bristow Group SVP and CFO Jennifer Dawn Whalen exercised employee stock options covering 11,667 shares on March 2, 2026, converting them into common stock at a stated price of $24.54 per share. She then sold 26,667 common shares in multiple open‑market transactions at weighted average prices between $46.50 and $48.17, and made a bona fide gift of 650 shares to charity. After these transactions, she directly owns 107,591 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		M		11,667	A	$24.54	134,908	D
Common Stock	03/02/2026		S		11,367	D	$46.8297(1)	123,541	D
Common Stock	03/02/2026		S		300	D	$47.9833(2)	123,241	D
Common Stock	03/02/2026		S		14,500	D	$46.8964(3)	108,741	D
Common Stock	03/02/2026		S		500	D	$47.828(4)	108,241	D
Common Stock	03/02/2026		G		650(5)	D	$0	107,591	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)	$24.54(6)	03/02/2026		M			11,667	(6)	09/16/2030	Common Stock	11,667	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on March 2, 2026 at prices ranging from $46.50 to $47.40, 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.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on March 2, 2026 at prices ranging from $47.89 to $48.17, 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.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on March 2, 2026 at prices ranging from $46.50 to $47.40, 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.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on March 2, 2026 at prices ranging from $47.59 to $48.17, 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. Represents a bona fide gift of the Issuer's common stock by the Reporting Person to charity.

6. The stock options 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 Jennifer D. Whalen	03/03/2026
	** 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 CFO Jennifer Dawn Whalen report?

Jennifer Dawn Whalen exercised options for 11,667 Bristow Group shares, then sold 26,667 common shares and made a charitable gift of 650 shares. All transactions occurred on March 2, 2026, and were reported as direct ownership changes.

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

The CFO sold 26,667 Bristow Group common shares in open‑market transactions. Weighted average sale prices reflected ranges from $46.50 to $47.40 and from $47.59 to $48.17 per share, according to the filing’s footnote disclosures.

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

After exercising options, selling shares, and making a gift, the CFO directly owns 107,591 Bristow Group common shares. This figure reflects her reported direct holdings immediately following the March 2, 2026 transactions in the Form 4 filing.

Did the VTOL CFO exercise stock options in this Form 4 filing?

Yes. The filing shows the CFO exercised employee stock options covering 11,667 shares, converting them into common stock. The derivative transaction is reported with a stated exercise price of $24.54 per share and is classified as an exercise or conversion of a derivative security.

Did the Bristow Group (VTOL) CFO make any charitable stock gifts?

Yes. The Form 4 reports a bona fide gift of 650 Bristow Group common shares by the CFO to charity. The transaction is coded as a gift and carries no sale price, reflecting a non‑sale disposition of shares for charitable purposes.

Were the VTOL CFO’s share sales single trades or multiple transactions?

The reported sales were executed in multiple transactions. Footnotes state the weighted average prices, with individual trades on March 2, 2026 occurring within price ranges between $46.50 and $48.17 per share across the various reported sale blocks.