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Bristow Group (NYSE: VTOL) CFO shares withheld to pay taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Bristow Group Inc. senior vice president and CFO Jennifer Dawn Whalen reported routine share dispositions related to tax withholding on vesting equity awards. On March 8 and March 10, a total of 16,071 shares of common stock were withheld at prices between $44.60 and $46.71 to cover associated tax liabilities on restricted stock units and performance-based stock units. After these non-market transactions, she continues to hold 100,034 shares of Bristow common stock directly.

Positive

  • None.

Negative

  • None.
Insider Whalen Jennifer Dawn
Role SVP, CFO
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock 4,803 $46.71 $224K
Exercise Price or Tax Liability Common Stock 6,625 $46.71 $309K
Exercise Price or Tax Liability Common Stock 3,313 $46.22 $153K
Exercise Price or Tax Liability Common Stock 1,330 $44.60 $59K
Holdings After Transaction: Common Stock — 100,034 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. 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. F3. 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. F4. 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.

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FAQ

What does Bristow Group (VTOL) CFO Jennifer Whalen’s latest Form 4 report?
The Form 4 shows CFO Jennifer Whalen had shares withheld to cover tax liabilities on vesting equity awards. These tax-withholding dispositions are administrative and do not represent open-market stock sales by the executive.

How many Bristow Group (VTOL) shares were withheld for taxes in this Form 4?
A total of 16,071 Bristow Group shares were withheld to cover tax liabilities. The transactions occurred on March 8 and March 10 as various restricted stock units and performance-based stock units vested for the CFO.

At what prices were VTOL shares withheld in the CFO’s tax transactions?
The withheld Bristow Group shares were valued at $44.60, $46.22, and $46.71 per share. These prices reflect the fair market value used to determine the number of shares needed to satisfy the associated tax obligations.

Does the VTOL Form 4 indicate open-market selling by the Bristow CFO?
No, the Form 4 reports tax-withholding dispositions only. Shares were withheld by the company to pay taxes on vesting stock awards, rather than being sold by the CFO in open-market transactions to third-party buyers.

How many Bristow Group (VTOL) shares does the CFO hold after these transactions?
Following the reported tax-withholding transactions, CFO Jennifer Whalen directly holds 100,034 shares of Bristow Group common stock. This figure reflects her remaining direct ownership after the equity awards vested and related taxes were satisfied in shares.

What types of VTOL equity awards triggered the share withholding for the CFO?
The share withholding covered tax liabilities on several vesting awards: restricted stock units, Cash Return on Invested Capital performance-based stock units, and Relative Total Stockholder Return performance-based stock units granted under Bristow’s 2021 Equity Incentive Plan.
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)
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 1,330(1) D $44.6 114,775 D
Common Stock 03/10/2026 F 4,803(2) D $46.71 109,972 D
Common Stock 03/10/2026 F 6,625(3) D $46.71 103,347 D
Common Stock 03/10/2026 F 3,313(4) D $46.22 100,034 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 Jennifer D. Whalen 03/10/2026
** 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.

Source: View Original Filing on SEC EDGAR