Bristow Group 13D/A: South Dakota Investment Council holds 11.7%

Rhea-AI Filing Summary

South Dakota Investment Council (SDIC) filed Amendment No. 11 to its Schedule 13D on Bristow Group Inc. (VTOL) covering events through 6 Aug 2025.

• Sole voting & dispositive power: 3,379,207 common shares
• Ownership percentage: 11.7 % of the 28,814,000 shares outstanding as of 31 Jul 2025

The filing indicates no reportable trades in the 60 days prior to submission and leaves all other items from the prior amendment (7 Nov 2024) unchanged. SDIC therefore retains a double-digit stake with full voting control but discloses no new activist intentions or transaction details.

Positive

• Institutional support: SDIC continues to hold an 11.7 % stake, signaling sustained confidence in Bristow Group.
• Sole voting power: Concentrated, aligned control may facilitate decisive shareholder backing for management initiatives.

Negative

• Lack of transparency on intent: Filing provides no insight into SDIC’s strategic objectives, leaving uncertainty about future activism or divestment.

Insights

Securities Analyst

TL;DR – Institutional holder keeps 11.7 % VTOL stake; neutral near-term impact.

SDIC’s amended 13D confirms a sizable 3.38 M-share position with sole voting authority. The absence of recent transactions or stated strategic plans suggests a passive continuation of its investment rather than fresh accumulation or an activist campaign. While a concentrated 11.7 % stake provides governance influence, today’s disclosure alone does not alter Bristow’s operating outlook or capital structure. Market reaction is likely muted unless subsequent filings reveal directional activity.

Corporate Governance Expert

TL;DR – Filing reaffirms SDIC’s control-relevant holding; oversight dynamics unchanged.

With sole voting and dispositive power over more than one-tenth of outstanding shares, SDIC remains a key voice in shareholder matters such as board elections and strategic approvals. However, the amendment adds no new proposals, agreements, or coordination with other investors, limiting immediate governance implications. Continued monitoring is warranted should SDIC escalate engagement in future filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Bristow Group Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

11040G103

(CUSIP Number)

Matthew L. Clark
4009 W 49th Street, Suite 300
Sioux Falls, SD, 57106
605-362-2820

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 11040G103

1

Name of reporting person

South Dakota Investment Council

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SOUTH DAKOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,379,207.00
8	Shared Voting Power
9	Sole Dispositive Power 3,379,207.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

3,379,207.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.7 %

14

Type of Reporting Person (See Instructions)

EP

Comment for Type of Reporting Person:

* The ownership percentage has been calculated based on an aggregate total of 28,814,000 shares of Common Stock (as defined below) issued and outstanding as of July 31, 2025, as provided by the Company, based on the Quarterly Report on Form 10-Q filed by the Company on August 6, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Bristow Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 3151 BRIARPARK DRIVE, SUITE 700, HOUSTON, TEXAS , 77042.
Item 1 Comment: This Amendment No. 11 ( "Amendment No. 11") to Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on June 22, 2020 (the "Schedule 13D") by South Dakota Investment Council (the "Reporting Person") relating to the shares of common stock, par value $0.01 per share (the "Common Stock") of Bristow Group Inc., a Delaware corporation (the "Issuer"), reflects changes to the information in the amendment to the Schedule 13D filed by the Reporting Person on November 7, 2024 ("Amendment No.10"). Except as otherwise indicated, capitalized terms used and not defined in this Amendment No. 11 shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows: (a) - (b) The responses of the Reporting Person with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9 and 10 of the cover pages of this Schedule 13D that relate to the aggregate number of shares of Common Stock as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference. The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Person was calculated based on 28,814,000 shares of Common Stock issued and outstanding as of July 31, 2025, as provided by the Company, based on the Quarterly Report on Form 10-Q filed by the Company on August 6, 2025.
(c)	Except as disclosed in Exhibit 1 of this Schedule 13D, there have been no transactions with respect to the Common Stock during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Person.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

South Dakota Investment Council

Signature:	/s/ Matthew L. Clark
Name/Title:	Matthew L. Clark, State Investment Officer
Date:	08/07/2025

FAQ

How many Bristow Group (VTOL) shares does SDIC own?

SDIC reports ownership of 3,379,207 common shares.

What percentage of VTOL’s outstanding stock does this represent?

The stake equals 11.7 % of the 28.8 M shares outstanding as of 31 Jul 2025.

Did SDIC buy or sell VTOL shares recently?

The filing states no reportable transactions in the 60 days prior to 6 Aug 2025.

Does SDIC share voting power with others?

No. It reports sole voting and dispositive power over all 3.38 M shares.

Why was Amendment No. 11 filed?

To update ownership data and replace prior information disclosed in Amendment No. 10 filed on 7 Nov 2024.