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What changed in Bristow Group Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bristow Group Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+425 added−404 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Bristow Group Inc.'s 2025 10-K

425 paragraphs added · 404 removed · 318 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

120 edited+35 added−24 removed50 unchanged
Biggest changeFurthermore, a failure to reach an agreement on certain key issues could result in strikes, lockouts or other work stoppages. 14 The following table sets forth our main employee groups and status of the collective bargaining agreements: Country Employee Group Representatives Status of Agreement Approximate Number of Employees Covered by Agreement as of December 31, 2024 Australia Airnorth Pilots Australian Federation of Air Pilots (AFAP) Expires in July 2028 57 Brazil Brazil Pilots National Aeronaut Union (SNA) Expires in November 2025 109 Brazil Brazil Engineers and Employees in Rio de Janeiro (administrative and management) Employee’s Union of the Air Service of Rio de Janeiro (SIMARJ) Expires in November 2025 97 Brazil Brazil Employees Air Service in Cabo Frio Airport (admin, general maintenance, ground support, management) National Union of Air Service Employees (SNAV) Expires in November 2025 109 Falklands Falklands Pilots and Technical Crew British Airline Pilots’ Association (BALPA) Expires in January 2026 22 Ireland Ireland Rear Crew Forsa Expires in December 2026 21 Ireland Ireland Pilots Irish Air Line Pilots Association (IALPA) Expires in April 2027 21 Ireland Ireland Engineers Unite Expires in December 2026 28 Nigeria Nigeria Pilots and Engineers Nigerian Association of Airline Pilots and Engineers (NAAPE) Expires in November 2025 161 Nigeria Nigeria Senior Staff Air Transport Services Senior Staff Association of Nigeria (ATSSSAN) Expired in December 2024 64 Norway Bristow Norway Pilots Bristow Norway Flygerforening (BNF) Expires in September 2027 162 Norway Bristow Norway Engineers Norsk Helikopteransattes Forbund (NHF) Expires in March 2026 137 Norway Bristow Norway Administration Norsk Helikopteransattes Forbund (NHF) Expires in March 2026 44 Norway Bristow Norway Rescuemen Bristow Norway Redningsmenn (BNR) Expired in September 2024 21 Norway Bristow Norway Traffic Ops Fagforbundet Styrke (IE) Expires in March 2026 42 Trinidad Trinidad Operational Support Staff Oilfield Workers’ Trade Union (OWTU) Expires in May 2025 29 UK UK Pilots, and Technical Crew British Airline Pilots Association (BALPA) Expires in January 2026 325 UK UK Engineers and Non-management UNITE Expires in March 2025 513 UK Humberside Airport Non-management UNITE/Unison Expires in May 2025 133 15 Government Regulation Regulatory Matters Globally, our operations are subject to significant regulations and international treaties and conventions.
Biggest changeFurthermore, a failure to reach an agreement on certain key issues could result in strikes, lockouts or other work stoppages. 14 Table of Contents The following table sets forth our main employee groups and status of the collective bargaining agreements: Country Employee Group Representatives Status of Agreement Approximate Number of Employees Covered by Agreement as of December 31, 2025 Australia Airnorth Pilots Australian Federation of Air Pilots (AFAP) Expires in July 2028 62 Australia Airnorth Engineers Australian Licensed Aircraft Engineers Association (ALAEA) Expired in June 2016 38 Brazil Brazil Pilots National Aeronaut Union (SNA) Expires in November 2027 125 Brazil Brazil Engineers and Employees in Rio de Janeiro (administrative and management) Employee’s Union of the Air Service of Rio de Janeiro (SIMARJ) Expired in November 2025 100 Brazil Brazil Employees Air Service in Cabo Frio Airport (admin, general maintenance, ground support, management) National Union of Air Service Employees (SNAV) Expired in November 2025 116 Falklands Falklands Pilots and Technical Crew British Airline Pilots’ Association (BALPA) Expired in December 2025 23 Ireland Ireland Rear Crew Forsa Expires in December 2026 43 Ireland Ireland Pilots Irish Air Line Pilots Association (IALPA) Expires in April 2027 40 Ireland Ireland Engineers Unite Expires in December 2026 47 Nigeria Nigeria Pilots and Engineers Nigerian Association of Airline Pilots and Engineers (NAAPE) Expired in November 2025 163 Nigeria Nigeria Senior Staff Air Transport Services Senior Staff Association of Nigeria (ATSSSAN) Expired in December 2025 69 Norway Bristow Norway Pilots Bristow Norway Flygerforening (BNF) Expires in September 2027 152 Norway Bristow Norway Engineers Norsk Helikopteransattes Forbund (NHF) Expires in March 2026 124 Norway Bristow Norway Administration Norsk Helikopteransattes Forbund (NHF) Expires in March 2026 48 Norway Bristow Norway Rescuemen Bristow Norway Redningsmenn (BNR) Expires in September 2030 19 Norway Bristow Norway Traffic Ops Fagforbundet Styrke (IE) Expires in March 2026 37 Trinidad Trinidad Operational Support Staff Oilfield Workers’ Trade Union (OWTU) Expired in May 2025 26 UK UK Pilots, and Technical Crew British Airline Pilots Association (BALPA) Expires in December 2027 332 UK UK Engineers and Non-management UNITE Expired in December 2025 492 UK Humberside Airport Non-management UNITE/Unison Expires in May 2026 133 15 Table of Contents Government Regulation Regulatory Matters Globally, our operations are subject to significant regulations and international treaties and conventions.
Our Dutch subsidiary, Bristow Netherlands B.V., in which Bristow Group Inc. indirectly holds a minority shareholding, is subject to Dutch and E.U. laws, including the Dutch Aviation Act (Luchtvaartwet) and Regulation (EC) 1008/2008. Our Dutch subsidiary operates pursuant to an operating license issued by Dutch regulator, Inspectie Leefomgeving en Transport (ILT).
Our Dutch subsidiary, Bristow Netherlands B.V., in which Bristow Group Inc. indirectly holds a minority shareholding, is subject to Dutch and E.U. laws, including the Dutch Aviation Act (Luchtvaartwet) and Regulation (EC) 1008/2008. Our Dutch subsidiary operates pursuant to an operating license issued by the Dutch regulator, Inspectie Leefomgeving en Transport (ILT).
In at least one instance, a Bristow entity has applied for, and received, certain licenses and regulatory approvals in order to satisfy contractual obligations, even though the license or approval itself may not have been strictly required under the applicable regulation. Where these licenses or approvals have been awarded, the relevant Bristow entity endeavors to comply with their requirements.
In at least one instance, a Bristow entity has applied for, and received, certain licenses and regulatory approvals in order to satisfy contractual obligations, even though the license or approval itself may not have been strictly required under the applicable regulation. Where these licenses or approvals have been awarded, the relevant Bristow entity endeavors to comply with their requirements. Brazil.
Under the Comprehensive Environmental Response, Compensation and Liability Act (referred to as CERCLA or the “Superfund” law), and certain comparable state laws, strict, joint and several liability can be imposed without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment.
Under the Comprehensive Environmental Response, Compensation and Liability Act (referred to as CERCLA or the “Superfund” law), and certain comparable state and international laws, strict, joint and several liability can be imposed without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment.
Based on guidelines from the SEC, we may use the Investors section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The reference to our website is not intended to incorporate the information on the website into this Annual Report on Form 10-K.
Based on guidelines from the SEC, we may use the Investors section of our website to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The reference to our website is not intended to incorporate the information on the website into this Annual Report on Form 10-K. 21
Systems and Processes Our safety, legal, and compliance departments oversee our adherence with government regulations, customer safety requirements and safety standards within our organization, the standardization of our base operating procedures and the proper training of our employees. A key to maintaining our strong safety record is developing and retaining highly qualified, experienced, and well-trained employees.
Systems and Processes Our safety, operational, legal, and compliance departments oversee our adherence with government regulations, customer safety requirements and safety standards within our organization, the standardization of our base operating procedures and the proper training of our employees. A key to maintaining our strong safety record is developing and retaining highly qualified, experienced, and well-trained employees.
In Nigeria, we are subject to Nigerian laws and regulations governing our services including the Nigerian Oil & Gas Industry Content Development Act (the “Nigerian Act”), which requires that, in the 17 award of offshore energy contracts in the upstream sector, priority shall be given to Nigerian indigenous companies.
In Nigeria, we are subject to Nigerian laws and regulations governing our services including the Nigerian Oil & Gas Industry Content Development Act (the “Nigerian Act”), which requires that, in the award of offshore energy contracts in the upstream sector, priority shall be given to Nigerian indigenous companies.
Changes in local laws, regulations or administrative requirements or their interpretation may have a material adverse effect on our business or financial condition or on our ability to continue operations in these areas. Information about our Executive Officers Officers of Bristow Group serve at the pleasure of the Board of Directors.
Changes in local laws, regulations or administrative requirements or their interpretation may have a material adverse effect on our business or financial condition or on our ability to continue operations in these areas. Information about our Executive Officers Officers of Bristow Group serve at the pleasure of the Board.
Operations in Nigeria are subject to seasonality as the Harmattan, a dry and dusty trade wind, blows between the end of December and the middle of February. At times when the heavy amount of dust in the air severely 8 limits visibility, our aircraft are unable to operate.
Operations in Nigeria are subject to seasonality as the Harmattan, a dry and dusty trade wind, blows between the end of December and the middle of February. At times when the heavy amount of dust in the air severely limits visibility, our aircraft are unable to operate.
Because of these local 18 regulations, we conduct some of our operations through entities in which citizens of such countries own a majority interest and we hold a noncontrolling interest, or under contracts which provide that we operate assets for the local companies and conduct their flight operations.
Because of these local regulations, we conduct some of our operations through entities in which citizens of such countries own a majority interest and we hold a noncontrolling interest, or under contracts which provide that we operate assets for the local companies and conduct their flight operations.
Our sustainability program, which is administered by the Director of Sustainability and overseen by the Environmental, Social, and Governance Committee of the Board of Directors (the “ESG Committee”), focuses on environmental responsibility, social responsibility, and respect for human rights through daily practices described in the following sections.
Our sustainability program, which is administered by the Director of Sustainability and overseen by the Environmental, Social, and Governance Committee (the “ESG Committee”) of the Board of Directors (the “Board”), focuses on environmental responsibility, social responsibility, and respect for human rights through daily practices described in the following sections.
Each of the Brazilian Anticorruption Law and the Brazilian Administrative Misconduct Act impose liability against companies and their officers or employees who engage in bribery of government officials, either directly or through intermediaries, to obtain illegal benefits. Nigeria.
Each of the Brazilian Anticorruption Law and the Brazilian Administrative Misconduct Act impose liability against companies and their officers or employees who engage in bribery of government officials, either directly or through intermediaries, to obtain illegal benefits.
Under COBI, all employees are empowered, and actively encouraged by management, to challenge unsafe acts and conditions, including by exercising his or her “STOP WORK” authority, and participate in safety improvements by the Company.
Under our COBI, all employees are empowered, and actively encouraged by management, to challenge unsafe acts and conditions, including by exercising his or her “STOP WORK” authority, and participate in safety improvements by the Company.
Heavy helicopters are also used to support SAR operations. • Medium helicopters, which have twin engines, typical passenger capacity of 12, and approximately 450 mile range, are primarily used to support the offshore energy industry, SAR operations, utility services and corporate uses, among other missions. • Light helicopters, which may have single or twin engines, typical passenger capacity of four to seven, and approximately 300 to 325 mile range, are used to support a wide range of activities, including the offshore energy industry, utility services and corporate uses, among other missions.
Heavy helicopters are also used to support SAR operations. • Medium helicopters, which have twin engines, typical capacity of 12 passengers, and approximately 450-mile range, are primarily used to support the offshore energy industry, SAR operations, utility services and corporate uses, among other missions. • Light helicopters, which may have single or twin engines, typical capacity of four to seven passengers, and approximately 300 to 325-mile range, are used to support a wide range of activities, including the offshore energy industry, utility services and corporate uses, among other missions.
Technology and Standards Bristow’s fleet is configured with the latest safety equipment, including Traffic Collision Avoidance Systems (TCAS), Enhanced Ground Proximity Warning Systems (EGPWS) or Helicopter Terrain Awareness and Warning Systems (HTAWS), Automatic Dependent Surveillance-Broadcast (ADS-B), Helicopter Flight Data Monitoring Systems (HFDM), Health and Usage Monitoring Systems (HUMS), satellite communication and flight following systems, and forward facing tail cameras.
Technology and Standards Bristow’s fleet is configured with the latest safety equipment, including Traffic Collision Avoidance Systems (TCAS), Enhanced Ground Proximity Warning Systems (EGPWS) or Helicopter Terrain Awareness and Warning Systems (HTAWS), Automatic Dependent Surveillance-Broadcast (ADS-B), Helicopter Flight Data Monitoring Systems (HFDM), Health and Usage Monitoring Systems (“HUMS”), satellite communication and flight following systems, and forward facing tail cameras.
Our three classes of helicopters consist of: • Heavy helicopters, which have twin engines, typical passenger capacity of 16 to 19, and approximately 500 mile range, are primarily used in support of the deepwater offshore energy industry, frequently in harsh environments or in areas with long distances from shore, such as those in the U.S.
Our three classes of helicopters consist of: • Heavy helicopters, which have twin engines, typical capacity of 16 to 19 passengers, and approximately 500-mile range, are primarily used in support of the deepwater offshore energy industry, frequently in harsh environments or in areas with long distances from shore, such as those in the U.S.
Production activities are typically less cyclical than exploration and development activities. Production platforms remain in place over the long-term and are relatively unaffected by economic cycles, as the marginal cost of operation is low. The remainder of our offshore energy revenues primarily come from transporting personnel to, from and between offshore drilling rigs.
Production activities are typically less cyclical than exploration and development activities. Production platforms remain in place over the long-term and are relatively unaffected by economic cycles, as the marginal cost of operation is low. The remainder of our offshore energy revenues primarily comes from transporting personnel to, from and between offshore drilling rigs.
We provide SAR and other aviation services on behalf of the Dutch Caribbean Coast Guard (“DCCG”) in the Caribbean. Other Services Our Other Services primarily represent fixed wing transportation services in Australia, providing regular passenger transport (scheduled airline service with individual commercial ticket sales) and charter services for various energy and mining companies.
Dutch Caribbean. We provide SAR and other aviation services on behalf of the Dutch Caribbean Coast Guard (DCCG) in the Caribbean. Other Services Our Other Services primarily represent fixed wing transportation services in Australia, providing regular passenger transport (scheduled airline service with individual commercial ticket sales) and charter services for various energy and mining companies.
Stavley served in numerous other positions since joining Era in 1993, including serving as Senior Vice President, Fleet Management from October 2012 to October 2014, as Vice President, Fleet Management from October 2010 to October 2012, as Director of Technical Services from September 2008 to October 2010, as Director of Maintenance from September 2005 to 2008, as Chief Inspector and as Field Aviation Maintenance Technician.
Stavley served in numerous other positions since joining Era Group Inc. in 1993, including serving as Senior Vice President, Fleet Management from October 2012 to October 2014, as Vice President, Fleet Management from October 2010 to October 2012, as Director of Technical Services from September 2008 to October 2010, as Director of Maintenance from September 2005 to 2008, as Chief Inspector and as Field Aviation Maintenance Technician.
Together, COBI and the Human Rights Policy prohibit Bristow from engaging in discriminatory treatment and harassment, from relying on forced or child labor, including human trafficking, and from limiting employees’ freedom of association. Bristow supports fair wages and maintaining a healthy and safe work environment.
Together, our COBI and our Human Rights Policy prohibit Bristow from engaging in discriminatory treatment and harassment, from relying on forced or child labor, including human trafficking, and from limiting employees’ freedom of association. Bristow supports fair wages and maintaining a healthy and safe work environment.
All of our employees are required to take periodic training that promotes the commitment to our core values: safety, integrity, passion, teamwork and progress. Our pilots and mechanics are required to take the latest trainings to ensure they are equipped to operate our aircraft with the best knowledge and experience.
All of our employees are required to take periodic training that promotes commitment to our core values: safety, integrity, passion, teamwork and progress. Our pilots and engineers are required to take the latest trainings to ensure they are equipped to operate our aircraft with the best knowledge and experience.
Global demand for helicopters in support of Government Services, such as SAR, is subject to a nation’s willingness to outsource such services and capital spending decisions. The duration of these contracts is generally longer than those of offshore energy contracts, and these contracts offer stable, long-term cash flows with high credit quality customers at attractive margins. UKSAR and Falkland Islands.
Global demand for helicopters in support of Government Services, such as SAR, is subject to a nation’s willingness to outsource such services and capital spending decisions. The duration of these contracts is generally longer than those of offshore energy contracts, and these contracts offer stable, long-term cash flows with high-credit, quality customers at attractive margins. United Kingdom and Falkland Islands.
Other We are subject to state and local laws and regulations including, but not limited to, significant state regulations for our emergency response services. In addition, our operations in other markets are subject to local governmental regulations that may limit foreign ownership of aviation companies.
Other We are subject to state and local laws and regulations including, but not limited to, significant regulations pertaining to emergency response services. In addition, our operations in other markets are subject to local governmental regulations that may limit foreign ownership of aviation companies.
Anderson 51 Vice President, Chief Accounting Officer Christopher Bradshaw has served as President and Chief Executive Officer of the Company, currently known as Bristow Group Inc. and previously known as Era Group Inc., since 2014. Mr. Bradshaw has been a Director of the Company since February 2015.
Anderson 52 Vice President, Chief Accounting Officer Christopher Bradshaw has served as President and Chief Executive Officer of the Company, currently known as Bristow Group Inc. and previously known as Era Group Inc., since 2014. Mr. Bradshaw has been a Director of the Company since February 2015.
As a U.S. air carrier, the DOT is authorized to review our ongoing economic fitness at any time and is also authorized to review substantial changes to our management, ownership or capital structure, among other things. The National Transportation Safety 16 Board, an independent government agency, is authorized to investigate any aircraft accidents and to recommend improved safety standards.
As a U.S. air carrier, the DOT is authorized to review our ongoing economic fitness at any time and is also authorized to review substantial changes to our management, ownership or capital structure, among other areas. The National Transportation Safety Board, an independent government agency, is authorized to investigate any aircraft accidents and to recommend improved safety standards.
We believe the best way to attract and retain top talent is to invest in our people through creating safe work environments, employee training and multi-level engagement to support their success.
We believe the best way to attract and retain top talent is to invest in our people through creating safe work environments, employee training, competitive compensation and multi-level engagement to support their success.
In addition, we are obligated to comply with UK trade-related regulations, including export controls, sanctions and customs regulations that may restrict the export of designated items to certain persons, organizations or countries. A variety of penalties, both criminal and civil, may be imposed on those who violate these regulations. Norway.
In addition, we are obligated to comply with UK trade-related regulations, including export controls, sanctions and customs regulations that may restrict the export of designated items to certain persons, organizations or countries. A variety of penalties, both criminal and civil, may be imposed on those who violate these regulations. United States.
Foreign Corrupt Practices Act of 1977 (the “FCPA”), which prohibits Bristow and those acting on Bristow’s behalf from making, offering or promising to make payments to foreign officials for the purpose of obtaining or retaining business or otherwise receiving preferential treatment. We are subject to regulations imposed by the U.S.
Foreign Corrupt Practices Act of 1977 (the “FCPA”), which prohibits Bristow and those acting on Bristow’s behalf from making, 18 Table of Contents offering or promising to make payments to foreign officials for the purpose of obtaining or retaining business or otherwise receiving preferential treatment. We are subject to regulations imposed by the U.S.
In addition, our Corporate Governance Guidelines and other policies, and the Board of Directors’ Audit Committee, Compensation Committee and Environmental, Social and Governance Committee charters are available, free of charge, on our website or in print for stockholders. Investors should note that we may announce material information in SEC filings, press releases and public conference calls.
In addition, our Corporate Governance Guidelines and other policies, and the Board’s Audit Committee, Compensation Committee and Environmental, Social and Governance Committee charters are available, free of charge, on our website or in print for stockholders. Investors should note that we may announce material information in SEC filings, press releases and public conference calls.
As a holder of an operating license, we must meet the ownership and control requirements criteria of Regulation (EC) 1008/2008, as amended and incorporated into Norwegian law. The entity through which we conduct operations in Norway must be majority owned and controlled by E.E.A. nationals. Netherlands.
As a holder of an operating license, we must meet the ownership and control requirements criteria of Regulation (EC) 1008/2008, as amended and incorporated into Norwegian law. The entity through which we conduct operations in Norway must be majority owned and controlled by EEA nationals.
ITAR dictates that information and material pertaining to defense and military-related technologies may only be shared with U.S. persons or organizations unless authorization is first received from the U.S. State Department or a special exemption applies. We are also subject to the Export Administration Regulations (the “EAR”), which control the export of commercial and “dual-use” goods.
ITAR dictates that information and material pertaining to defense and military-related technologies may only be shared with U.S. persons or organizations unless authorization is first received from the U.S. State Department or a special exemption applies. We are also subject to the Export Administration Regulations (the “EAR”), which control the export, reexport, and in-country transfer of commercial and “dual-use” goods.
Additionally, we have implemented supporting safety programs that include, among many other features, (i) transition and recurrent training using full-motion flight simulators and other flight training devices, (ii) a Federal Aviation Administration (“FAA”) and European Union Aviation Safety Agency (“EASA”) approved flight data monitoring program (“FDM”) and (iii) health and usage monitoring systems (“HUMS”), which automatically monitor and report on vibrations and other anomalies on key components of certain helicopters in our fleet.
Additionally, we have implemented supporting safety programs that include, among many other features, (i) transition and recurrent training using full-motion flight simulators and other flight training devices, (ii) a Federal Aviation Administration (“FAA”) and European Union Aviation Safety Agency (“EASA”) approved flight data monitoring program (“FDM”) and (iii) HUMS, which automatically monitor and report on vibrations and other anomalies on key components of certain helicopters in our fleet.
In addition, some of these properties have been operated by third parties or by previous owners whose treatment, storage and disposal or release of such substances was not under our control. These properties and the substances and wastes disposed or released on them may be subject to CERCLA and analogous state laws.
In addition, some of these properties have been operated by third parties or by previous owners whose treatment, storage and disposal or release of such substances was not under our control. These properties and 19 Table of Contents the substances and wastes disposed or released on them may be subject to CERCLA and analogous state and international laws.
Bristow has also undertaken proactive measures to reduce aircraft emissions and reduce the environmental impact of our operations by monitoring operational practices to reduce our time running the aircraft on the ground, utilizing a fleet of efficient and regularly maintained aircraft supported by current technologies, such as flight planning software for payload management, and by partnering with our 11 customers to maximize seat utilization, thus reducing the number of flights required.
Bristow has also undertaken proactive measures to reduce aircraft emissions and the overall environmental impact of our operations by deploying operational practices to reduce our time running the aircraft on the ground, utilizing a fleet of modern, efficient and regularly-maintained aircraft supported by current technologies, such as flight-planning software for payload management, and by partnering with our customers to maximize seat utilization, thus reducing the number of flights required.
We currently have customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom (“UK”) and the United States (“U.S.”). Segments and Markets Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services.
We currently have customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad and Tobago, the United Kingdom (“UK”) and the United States (“U.S.”). Segments and Markets Our business is comprised of three operating segments: Offshore Energy Services, Government Services and Other Services.
Stavley served as Senior Vice President, Global Fleet Management for the Company from June 2020 to February 2023. He previously served as Senior Vice President, Operations and Fleet Management for Era from 2014 to 19 June 2020. Mr.
Stavley served as Senior Vice President, Global Fleet Management for the Company from June 2020 to February 2023. He previously served as Senior Vice President, Operations and Fleet Management for Era Group Inc. from 2014 to June 2020. Mr.
We seek qualified candidates who are aligned with our commitment to safety and other core values of integrity, passion, teamwork and progress. 13 Health and Safety Safety is our number one core value and highest operational priority. Our pilots, maintenance technicians and support personnel are committed to our mission to provide safe, efficient and reliable aviation services.
We seek qualified candidates who are aligned with our commitment to safety and other core values of integrity, passion, teamwork and progress. 13 Table of Contents Health and Safety Safety is our number one core value and highest operational priority. Our pilots, engineers and support personnel are committed to our mission to provide safe, efficient and reliable aviation services.
As of December 31, 2024, approximately 64% of our employees were covered by union or other collective bargaining agreements. Negotiations over annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions.
As of December 31, 2025, approximately 60% of our employees were covered by union or other collective bargaining agreements. Negotiations over annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions.
ITEM 1. BUSINESS Unless the context indicates otherwise, the terms “we,” “our,” “ours,” “us”, “Bristow Group” and the “Company” refer to Bristow Group Inc. and its consolidated subsidiaries. Bristow Group Inc. (formerly known as Era Group Inc.) was incorporated in 1999 in Delaware.
ITEM 1. BUSINESS Unless the context indicates otherwise, the terms “we,” “our,” “ours,” “us”, “Bristow Group” and the “Company” refer to Bristow Group Inc. and its consolidated subsidiaries. Bristow Group Inc. was incorporated in 1999 in Delaware.
The report is prepared in alignment with the International Sustainability Standards Board for the Airlines industry and includes additional applicable Sustainability Accounting Standards Board (SASB) metrics for the Air Freight and Logistics and the Oil and Gas Services industries.
The report is prepared in alignment with the International Sustainability Standards Board for the Airlines industry and includes additional applicable Sustainability Accounting Standards Board (SASB) metrics for the Air 11 Table of Contents Freight and Logistics and the Oil and Gas Services industries.
In addition to our operations in Brazil, we operate helicopters in Trinidad and Suriname. Nigeria. We provide aviation services to the offshore energy industry in Nigeria where the market for our services is predominantly concentrated in the oil rich shallow waters of the Niger Delta area and in support of deepwater exploration and production.
Caribbean, Latin America. In addition to our operations in Brazil, we operate helicopters in Trinidad and Tobago and Suriname. Nigeria. We provide aviation services to the offshore energy industry in Nigeria where the market for our services is predominantly concentrated in the oil-rich, shallow waters of the Niger Delta area and in support of deepwater exploration and production. United Kingdom.
Bristow maintains a globally aligned safety information system called BeSAFE across our Offshore Energy and Government Services businesses. The Corporate Environmental Management System (“EMS”) has maintained an ISO14001:2015 certification since 2022.
Bristow maintains a globally aligned safety information system called BeSAFE across our Offshore Energy and Government Services businesses. The Corporate Environmental Management System (“EMS”) has maintained an ISO14001:2015 certification since 2022, with recertification obtained in 2025.
Global benefit offerings include major medical, life, retirement/pension, employee well-being support akin to employee assistance programs in addition to local offerings that vary by country market. As of December 31, 2024, we employed 3,447 individuals, including 899 pilots and 912 engineers. We consider our relations with our employees to be good.
Global benefit offerings include major medical, life, retirement/pension, employee well-being support akin to employee assistance programs in addition to local offerings that vary by country market. As of December 31, 2025, we employed 3,660 individuals, including 961 pilots and 902 engineers. We consider our relations with our employees to be good.
During the twelve months ended December 31, 2024, approximately 68%, 23% and 9% of our total revenues were derived from Offshore Energy Services, Government Services and Other Services, respectively. During the twelve months ended December 31, 2023, approximately 66%, 26% and 8% of our total revenues were derived from Offshore Energy Services, Government Services and Other Services, respectively.
During the year ended December 31, 2025, approximately 66%, 26% and 8% of our total revenues were derived from Offshore Energy Services, Government Services and Other Services, respectively. During the year ended December 31, 2024, approximately 68%, 23% and 9% of our total revenues were derived from Offshore Energy Services, Government Services and Other Services, respectively.
In July 2022, the MCA awarded us a new 10-year contract for the Second-Generation Search and Rescue Aviation ("UKSAR2G" and, together with UKSAR, the “UK SAR Contract”) program, and we began transitioning to the new contract in late 2024. The transition to UKSAR2G is expected to conclude by December 31, 2026.
In July 2022, the MCA awarded us a new 10-year contract for the Second-Generation Search and Rescue Aviation (“UKSAR2G”) program, and we began transitioning to the new contract in late 2024. The transition to UKSAR2G is expected to conclude by December 31, 2026.
Our operations in Norway are subject to both domestic (Norwegian) and E.U. regulations, as Norway is a member of the European Economic Area (EEA) and signatory to the European Common Aviation Area Agreement (ECAA). We carry persons and property in our aircraft pursuant to an operating license issued by the Norwegian Civil Aviation Authority.
Our operations in Norway are subject to both domestic (Norwegian) and EU regulations, as Norway is a member of the EEA and signatory to the ECAA. We carry persons and property in our aircraft pursuant to an operating license issued by the Norwegian Civil Aviation Authority.
Although there is limited trading of our common stock, our foreign ownership may nevertheless fluctuate on each trading day, which may result in the reduction of voting rights of shares held by non-U.S. citizens in excess of the 25% threshold pursuant to our organizational documents. We are subject to the U.S.
Although there is limited trading of our common stock, our foreign ownership may nevertheless fluctuate on each trading day, which may result in the reduction of voting rights of shares held by non-U.S. citizens in excess of the 25% threshold pursuant to our organizational documents. Bristow, including all global subsidiaries and affiliates, is subject to the U.S.
During the twelve months ended December 31, 2024, our top ten customers accounted for approximately 61% of revenues, and the combined revenues from the three largest customers accounted for 33% of our revenues. We contract the majority of our helicopters primarily through master service agreements, subscription agreements, day-to-day contract arrangements, fixed-term noncancellable contracts and dry-leases.
During the year ended December 31, 2025, our top ten customers accounted for approximately 63% of revenues, and the combined revenues from our three largest customers accounted for 36% of our revenues. We contract the majority of our helicopters primarily through master service agreements, subscription agreements, day-to-day contract arrangements, fixed-term noncancellable contracts and dry leases.
Our workforce is represented by approximately 51 nationalities globally; approximately 23% of our U.S. employees are veterans; and approximately 20% of our workforce are women, with 36% serving in management level roles and with half of our executive management team represented by women. In addition, our workforce includes racial and ethnic diversity across our global operations.
Our workforce is represented by approximately 50 nationalities globally; approximately 24% of our U.S. employees are veterans; and approximately 19% of our workforce are women, with 37% serving in management-level roles and with half of our executive management team represented by women. In addition, our workforce includes racial and ethnic diversity across our global operations.
Jennifer Whalen has served as our Senior Vice President, Chief Financial Officer since June 2020. In this role, Ms. Whalen is responsible for company accounting, financial reporting, investor relations, strategy and M&A, tax, information technology and other financial aspects of the Company. Previously, she served as the Senior Vice President, Chief Financial Officer of Era since February 2018. Ms.
Jennifer Whalen has served as our Senior Vice President, Chief Financial Officer since June 2020. In this role, Ms. Whalen is responsible for company accounting, financial reporting, investor relations, mergers and acquisitions strategy, tax, information technology and other financial aspects of the Company.
Sustainability Bristow values our shareholders and is committed to proactively engaging with all of our stakeholders, including our employees, customers, vendors, investors, and communities, through a variety of forums. We strive to incorporate their input into our approach of integrating sustainability into our business practices.
Sustainability Reporting We value our shareholders and are committed to proactively engaging with all of our stakeholders, including our employees, customers, vendors, investors, and communities, through a variety of mediums. We strive to incorporate their input into our approach of integrating sustainability into our business practices.
Environmental Initiatives Bristow was one of the first vertical lift operators in the UK to obtain International Organization for Standards (“ISO”) 14001 certification, which confirms the implementation of an environmental management system that monitors, manages, and delivers continuous improvement to systems and procedures at our UK bases of operations.
Environmental Bristow obtained International Organization for Standards (“ISO”) 14001 certification in 2021, making it one of the first vertical lift operators in the UK to obtain this certification. ISO 14001 certification confirms the implementation of an environmental management system that monitors, manages, and delivers continuous improvement to systems and procedures at our certified bases of operations.
Our operations in Australia experience fewer passengers during the wet season from December through March. Equipment and Services We own and operate three categories of aircraft: rotary wing helicopters, fixed wing airplanes and unmanned aerial systems (“UAS”).
Our operations in Australia experience fewer passengers during the wet season from December through March. 8 Table of Contents Equipment and Services We own and operate three categories of aircraft: rotary wing helicopters, fixed wing airplanes and UAS.
Her professional journey also includes several years at Waste Management, Inc. (“Waste Management”), where she started in 2002 as the controller of Waste Management Trading before transitioning to the role of Financial Reporting Manager for Recycle America Alliance, a division of Waste Management, before leaving in 2005.
(“Waste Management”), where she started in 2002 as the Controller of Waste Management Trading before transitioning to the role of Financial Reporting Manager for Recycle America Alliance, a division of Waste Management, before leaving in 2005.
We value transparency in our sustainability policies, programs, and initiatives and, throughout our Annual Sustainability Report, disclose key metrics and performance indicators that we utilize to monitor our progress and facilitate goal setting.
We value transparency in our sustainability policies, programs, and initiatives and, through our Annual Sustainability Report, disclose key metrics and performance indicators that we utilize to monitor progress toward our goals.
We own a regional fixed wing air carrier (“Airnorth”), based in Darwin, North Territory, Australia, focused on providing both scheduled services and charter targeting the energy and mining industries in Northern and Western Australia as well as international services to Dili, Timor-Leste. India.
We own a regional fixed wing air carrier (“Airnorth”), based in Darwin, North Territory, Australia, focused on providing both scheduled services and charter targeting the energy and mining industries in Northern and Western Australia as well as international services to Dili, Timor-Leste. United Kingdom. We own a controlling stake in the Humberside Airport in Kirmington, UK (the “Humberside Airport”). Other.
Previously, she served as Chief Accounting Officer at Cactus, Inc., beginning in December 2019 before being promoted to Vice President in August 2023. She first joined Cactus in July 2019 as Corporate Controller. Prior to her tenure at Cactus, Ms. Anderson served as the Controller at Seitel, Inc. from 2005 to 2019.
Anderson is responsible for accounting operations and financial reporting for the Company. Previously, she served as Chief Accounting Officer at Cactus, Inc., beginning in December 2019 before being promoted to Vice President in August 2023. She first joined Cactus in July 2019 as Corporate Controller. Prior to her tenure at Cactus, Ms.
During a tropical storm, we are unable to operate in the area of the storm; however, flight activity may increase immediately before and after a storm due to the evacuation and return of offshore workers.
Additionally, June through November is tropical storm season in the U.S. Gulf of America. During a tropical storm, we are unable to operate in the area of the storm; however, flight activity may increase immediately before and after a storm due to the evacuation and return of offshore workers.
Percentage of Total Revenues Helicopters Fixed Wing UAS Heavy Medium Light Twin Light Single Total Offshore Energy Services 68 % 57 59 11 — 1 — 128 Government Services 23 % 29 5 3 20 — 4 61 Other Services 9 % — 3 — 5 13 — 21 Total 100 % 86 67 14 25 14 4 210 Aircraft not currently in fleet: Under construction (1) 8 6 4 — — — 18 On order (2) 2 — 5 — — — 7 Options (3) 10 — 10 — — — 20 ______________________ (1) Under construction reflects new aircraft that the Company has either taken ownership of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer (“OEM”) and pending delivery.
Percentage of Total Revenues Helicopters Fixed Wing UAS Heavy Medium Light Twin Light Single Total Offshore Energy Services 66 % 55 60 12 — 1 — 128 Government Services 26 % 32 9 3 20 — 4 68 Other Services 8 % — — — 5 13 — 18 Total 100 % 87 69 15 25 14 4 214 Aircraft not currently in fleet: Under construction (1)(3) 7 2 — — — — 9 Options (2)(3) 10 — 9 — — — 19 ______________________ (1) Under construction reflects new aircraft that the Company has either taken possession of and are undergoing additional configuration before being placed into service or are currently under construction by the Original Equipment Manufacturer (“OEM”) and pending delivery.
We provide offshore aviation services to a number of energy companies operating in the Norwegian Continental Shelf, encompassing the Norwegian North Sea and Barents Sea. Our primary operations in Norway include personnel transportation and SAR services. U.S. We are one of the largest providers of aviation services in the U.S.
We provide offshore aviation services to a number of energy companies operating in the UK region of the North Sea. Our primary operations in the UK include personnel transportation utilizing helicopters. Norway. We provide offshore aviation services to a number of energy companies operating in the Norwegian Continental Shelf, encompassing the Norwegian North Sea and Barents Sea.
Day-to-day charter arrangements require either a rate for each hour flown with a minimum number of hours to be charged or a daily fixed fee plus an hourly rate based on hours flown. Our fixed wing services are generally provided through regular public transport service or charter service.
Day-to-day charter arrangements require either a rate for each hour flown with a minimum number of hours to be charged or a daily fixed fee plus an hourly rate based on hours flown.
Culture We have a strong safety culture committed to striving toward zero accidents and zero harm. Our safety culture and the implementation of our safety program “Target Zero” is modeled and owned by each employee and led by our President and Chief Executive Officer, who is responsible for setting the tone at the top.
Our safety culture and the implementation of our safety program “Target Zero” is modeled and owned by each employee and led by our President and Chief Executive Officer, who is responsible for setting the tone at the top.
The holder of an operating license must meet the criteria of Regulation (EC) 1008/2008 of the European Parliament and of the Council of 24 September 2008 on common rules for the operation of air services in the United Kingdom (Recast) (Text with EEA relevance) (Retained EU Legislation) (the Regulation).
The holder of an operating license must meet the criteria of EU Regulation 1008/2008 of the European Parliament and of the Council of 24 September 2008 on common rules for the operation of air services in Ireland (the Air Services Regulation).
Beyond responding to emergencies, the SAR teams tasked by the Joint Rescue Coordination Centre in Den Helder also support the Netherlands Coastguard with other duties, such as aiding the coastguard with secondary tasks in the aftermath of disasters, incidents, and transporting the Maritime Incident Response Group. DCCG.
We provide SAR helicopter services for the Netherlands Defence Materiel Organisation (DMO). Beyond responding to emergencies, the SAR teams tasked by the Joint Rescue Coordination Centre under the Netherlands Coastguard contract (NLSAR) also provide support with other duties, such as aiding the Coastguard with secondary tasks in the aftermath of disasters and incidents and transporting the Maritime Incident Response Group.
In addition, while not the predominant practice, some offshore energy companies may support their own rotary aviation needs via an in-house aviation department to fulfill their needs, or they may support the entry of a new operator in a region where we operate. Globally, our primary competitors are CHC Group LLC, NHV Group, Omni Helicopters International, S.A. and PHI, Inc.
In addition, while not the predominant practice, some offshore energy companies may support their own rotary aviation needs via an in-house aviation department to fulfill their needs, or they may support the entry of a new operator in a region where we operate.
The name, age and offices held by each of the executive officers of Bristow Group as of February 21, 2025 were as follows: Name Age Position Christopher Bradshaw 48 President and Chief Executive Officer Alan Corbett 67 Chief Operating Officer, Government Services Elizabeth Matthews 55 Senior Vice President, General Counsel, Head of Government Affairs, and Corporate Secretary Stuart Stavley 52 Chief Operating Officer, Offshore Energy Services Jennifer Whalen 51 Senior Vice President, Chief Financial Officer Donna L.
The name, age and offices held by each of the executive officers of Bristow Group as of February 23, 2026 were as follows: Name Age Position Christopher Bradshaw 49 President and Chief Executive Officer Alan Corbett 68 Chief Operating Officer, Government Services Stuart Stavley 53 Chief Operating Officer, Offshore Energy Services Jennifer Whalen 52 Senior Vice President, Chief Financial Officer Donna L.
The competition for pilots and mechanics is competitive, and we compete with major Part 121 air carriers, such as commercial airlines, and the emergency air medical industry to attract and retain such talent.
Our success depends on our ability to attract and retain qualified personnel, including pilots and engineers. The competition for pilots and engineers is steep, and we compete with major Part 121 air carriers, such as commercial airlines, and the emergency air medical industry to attract and retain such talent.
Number of Aircraft Type Owned Aircraft (1) Leased Aircraft Total Aircraft Maximum Passenger Capacity Average Age (years) (2) Heavy Helicopters: S92 34 29 63 19 15 AW189 19 4 23 16 8 53 33 86 Medium Helicopters: AW139 48 4 52 12 14 S76 D/C++ 14 — 14 12 13 AS365 1 — 1 12 35 63 4 67 Light—Twin Engine Helicopters: AW109 3 — 3 7 17 EC135 / H135 10 1 11 6 15 13 1 14 Light—Single Engine Helicopters: AS350 12 — 12 4 25 AW119 13 — 13 7 18 25 — 25 Total Helicopters 154 38 192 14 Fixed Wing 9 5 14 UAS 4 — 4 Total Fleet 167 43 210 ______________________ (1) Does not include certain aircraft shown in the under construction line in the fleet table.
Number of Aircraft Type Owned Aircraft (1) Leased Aircraft Total Aircraft Maximum Passenger Capacity Average Age (years) (2) Heavy Helicopters: S92 32 29 61 19 15 AW189 22 4 26 16 8 54 33 87 Medium Helicopters: AW139 48 7 55 12 13 S76 D/C++ 13 — 13 12 14 AS365 1 — 1 12 36 62 7 69 Light—Twin Engine Helicopters: AW109 3 — 3 7 18 H135 12 — 12 6 9 15 — 15 Light—Single Engine Helicopters: AS350 12 — 12 4 26 AW119 13 — 13 7 19 25 — 25 Total Helicopters 156 40 196 14 Fixed Wing 9 5 14 UAS 4 — 4 Total Fleet 169 45 214 ______________________ (1) Does not include certain aircraft shown in the under construction line in the fleet table.
Technical qualification typically includes the customer conducting a rigorous pre-tender audit to review safety performance, and operational capability and experience. Upon technical qualification, customers typically evaluate tender responses based on safety performance, operational experience, technical solution, mobilization time and costs, which applies to both our Offshore Energy and Government Services segments.
Upon technical qualification, customers typically evaluate tender responses based on safety performance, operational experience, technical solution, mobilization time and price, which applies to both our Offshore Energy and Government Services contracts.
Includes two AW189 heavy helicopters and five AW169 light-twin helicopters. (3) Options include 10 AW189 heavy helicopters and 10 H135 light-twin helicopters. The management of our fleet involves a careful evaluation of the expected demand for helicopter services across global markets, segments, and the types of helicopters needed to meet this demand.
The management of our fleet involves a careful evaluation of the expected demand for helicopter services across global markets, segments, and the types of helicopters needed to meet this demand.
We carry persons and property in our helicopters under an Air Taxi Certificate granted by the FAA. The FAA regulates our U.S. flight operations and, in this respect, exercises jurisdiction over personnel, aircraft, ground facilities and certain technical aspects of our operations.
The FAA regulates our U.S. flight operations and, in this respect, exercises jurisdiction over personnel, aircraft, ground facilities and certain technical aspects of our operations.
We also believe that being a responsible and sustainable Company is about making a positive difference in the communities where we live and work. Through Bristow Uplift, we choose social investment initiatives that align with our Core Values aiming to build strong community relationships that will have a positive impact on our communities and create long-term value for our business.
Through Bristow Uplift, our corporate social responsibility and community investment program, we choose social investment initiatives that align with our Core Values aiming to build strong community relationships that will have a positive impact on our communities and create long-term value for our business.
United Kingdom. Our operations in the UK are subject to the Civil Aviation Act 1982 and other similar English statutes and regulations. We carry persons and property in our aircraft pursuant to an operating license and route license issued by the Civil Aviation Authority (the “CAA”).
A variety of penalties, both criminal and civil, may be imposed on those who violate these regulations. United Kingdom. Our operations in the UK are subject to the Civil Aviation Act 1982 and other similar English statutes and regulations. We carry persons and property in our aircraft pursuant to an operating license and route license issued by the UK CAA.
As offshore energy exploration, development and production moves to deeper water, more heavy and medium helicopters and newer technology helicopters may be required. Heavy and medium helicopters fly longer distances at higher speeds and can carry heavier payloads than light helicopters and are usually equipped with sophisticated avionics permitting them to operate in more demanding weather conditions and difficult climates.
Heavy and medium helicopters fly longer distances and can carry heavier payloads than light helicopters and are usually equipped with sophisticated avionics permitting them to operate in more demanding weather conditions and difficult climates.
She received a B.S. in Accounting from Alabama A&M University and a master’s degree in Accounting from the University of Southern California. Donna L. Anderson has served as our Vice President, Chief Accounting Officer since March 2024. In this role, Ms. Anderson is responsible for accounting operations and financial reporting for the Company.
Whalen started her career in public accounting in the assurance practice group at PricewaterhouseCoopers for approximately five years. She received a B.S. in Accounting from Alabama A&M University and a master’s degree in Accounting from the University of Southern California. Donna Anderson has served as our Vice President, Chief Accounting Officer since March 2024. In this role, Ms.
Master service agreements and subscription agreements typically require a fixed monthly fee plus incremental 10 payments based on flight hours flown.
Master service agreements and subscription agreements typically require a fixed, monthly fee plus incremental payments based on flight hours. These contract terms generally range from one month to 10 years.
In addition to our commitment to safe and reliable operations, we are committed to playing a positive role in the communities where we operate by conducting our operations in a way that respects the environment and surrounding communities.
Environmental, Social and Governance As the leading global provider of innovative and sustainable vertical flight solutions, Bristow is committed to leading responsibly. In addition to our commitment to safe and reliable operations, we are committed to playing a positive role in the communities where we operate by conducting our operations in a way that respects the environment and surrounding communities.
Our other services include fixed wing transportation services through a regional airline and dry-leasing aircraft to third-party operators in support of other industries and geographic markets. Our core business of providing aviation services to leading global energy companies and government entities provides us with geographic and customer diversity that helps mitigate risks associated with a single market or customer.
Our core business of providing aviation services to leading global energy companies and government entities provides us with geographic and customer diversity that helps mitigate risks associated with a single market or customer.
Bristow, including all global subsidiaries and affiliates, is subject to the UK Bribery Act, which creates criminal offenses for bribery and failing to prevent bribery. We must also abide by the Criminal Finances Act 2017’s Corporate Criminal Offense rules, which impose criminal liability on a company and associated persons who have failed to prevent the criminal facilitation of tax evasion.
We must also abide by the Criminal Finances Act 2017’s Corporate Criminal Offense rules and the Economic Crime and Corporate Transparency Act (ECCTA), which impose criminal liability on a company and associated persons who have failed to prevent the criminal facilitation of tax evasion and the failure to prevent fraud, respectively.
Environmental Regulation Our business is subject to international and U.S. federal, state and local laws and regulations relating to environmental protection and occupational safety and health. We are highly dependent on the offshore energy industry, which is also subject to such laws and regulations, including those that govern the discharge of oil and pollutants into navigable waters.
We are highly dependent on the offshore energy industry, which is also subject to such laws and regulations, including those that govern the discharge of oil and pollutants into navigable waters. Certain of our business operations, including the operation and maintenance of aircraft, require that we use, store and dispose of materials that are subject to environmental regulations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe may face significant monetary damages or injunctive relief against us, which could materially adversely affect a portion of our business operations. 33 Table of Contents Changes in effective tax rates, taxation of our foreign subsidiaries or adverse outcomes resulting from examination of our tax returns could adversely affect our business, financial condition and results of operations.
Biggest changeChanges in effective tax rates, taxation of our foreign subsidiaries or adverse outcomes resulting from examination of our tax returns could adversely affect our business, financial condition and results of operations. Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally, or the interpretation or application thereof.
In addition, safety issues experienced by a particular model of aircraft could result in customers refusing to use that particular aircraft model or a regulatory body grounding that particular aircraft model.
In addition, safety issues experienced by a particular model of aircraft could result in customers refusing to use, or a regulatory body grounding, that particular aircraft model.
Adequate sources of capital funding may not be available when needed, or may not be available on favorable terms.
Adequate sources of capital funding may not be available when needed or on favorable terms.
We cannot assure you that there will be no changes in aviation laws, regulations or administrative requirements or the interpretations or applications thereof that could restrict or prohibit our ability to operate in certain regions or that would cause the cost of operating in the region uneconomical.
We cannot assure you that there will be no changes in aviation laws, regulations or administrative requirements or the interpretations or applications thereof that could restrict or prohibit our ability to operate in certain regions or that would cause the cost of operating in the region to be uneconomical.
Because our business depends on the level of activity in the offshore energy industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or international agreements reduce the worldwide demand for offshore energy or limit drilling opportunities.
Because our business depends on the level of activity in the offshore energy industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or agreements reduce worldwide demand for offshore energy or limit drilling opportunities.
In many foreign countries, particularly those with developing economies, it may be customary for others to engage in business practices that are prohibited by laws such as the FCPA, the UK Bribery Act, the Brazilian Clean Companies Act in Brazil, an anti-bribery law that is similar to the FCPA and the UK Bribery Act, or other similar laws.
In many foreign countries, particularly those with developing economies, it may be customary for others to engage in business practices that are prohibited by laws such as the FCPA, the UK Bribery Act, the Brazilian Clean Companies Act in Brazil, an anti-bribery law that is similar to the FCPA and the UK Bribery Act or other laws.
We are currently, and may in the future be, subject to subject to legal and regulatory claims, investigations and proceedings that arise out of the ordinary conduct of our business. We cannot predict the results of such proceedings with any degree of certainty.
We are currently, and may in the future be, subject to legal and regulatory claims, investigations and proceedings that arise out of the ordinary conduct of our business. We cannot predict the results of such proceedings with any degree of certainty.
Such instability or unforeseen changes could result from a number of factors, including, but not limited to: (i) uncertain or volatile political and economic conditions; (ii) social unrest, acts of terrorism, war or other armed conflict; (iii) trade and economic sanctions or other restrictions imposed by the UK, the U.S. or other regions or countries that could restrict or curtail our ability to operate in certain markets, including tariffs; (iv) unexpected changes in legal and regulatory requirements, including the enactment of new laws and changes in interpretation or enforcement of existing laws; (v) restrictions on the repatriation of income or capital; (vi) confiscatory taxation, repatriation restrictions or other adverse tax policies; (vii) certain local or global economic conditions, such as inflation and currency exchange controls, rate fluctuations and devaluations; and (viii) public health crises and other catastrophic events, such as pandemics.
Such instability or unforeseen changes could result from a number of factors, including, but not limited to: (i) uncertain or volatile political and economic conditions; (ii) social unrest, acts of terrorism, war or other armed conflict; (iii) trade and economic sanctions or other restrictions imposed by the UK, the U.S. or other regions or countries that could restrict or curtail our ability to profitably operate in certain markets, including tariffs; (iv) unexpected changes in legal and regulatory requirements, including the enactment of new laws and changes in interpretation or enforcement of existing laws; (v) restrictions on the repatriation of income or capital; (vi) confiscatory taxation, repatriation restrictions or other adverse tax policies; (vii) certain local or global economic conditions, such as inflation and currency exchange controls, rate fluctuations and devaluations; and (viii) public health crises and other catastrophic events, such as pandemics.
Additionally, because a large number of offshore energy properties in these regions have already been drilled, offshore energy companies may not be able to identify additional drilling sites of sufficient size and quality to replace those that become depleted, and the U.S. government’s restrictions on the availability of offshore energy leases together with the UK government’s exercise of authority could adversely impact exploration and production activity in the U.S.
Additionally, because a large number of offshore energy properties in these regions have already been drilled, offshore energy companies may not be able to identify additional drilling sites of sufficient size and quality to replace those that become depleted, and the U.S. government’s potential restrictions on the availability of offshore energy leases together with the UK government’s exercise of authority could adversely impact exploration and production activity in the U.S.
As a result of changes in consumer preferences and uncertainty regarding the pace of the energy transition and expected impacts on oil and natural gas demand, there have been changes in the budgets of offshore energy companies in connection with the move away from oil and natural gas exploration and production, which could result in reduced capital spending by our customers and in turn reduced demand for our services.
As a result of changes in consumer preferences and uncertainty regarding the pace of the energy transition and impacts on oil and natural gas demand, there have been changes in the budgets of offshore energy companies in connection with the move away from oil and natural gas exploration and production, which could result in reduced capital spending by our customers and in turn reduced demand for our services.
Regulatory scrutiny may also increase as global authorities, including those in regions where we operate, consider regulations addressing artificial intelligence and its intersection with data privacy. Compliance with these evolving requirements may further increase costs and adversely impact our business. and increase the costs and complexity of compliance, which could adversely affect our business.
Regulatory scrutiny may also increase as global authorities, including those in regions where we operate, consider regulations addressing artificial intelligence and its intersection with data privacy. Compliance with these evolving requirements may further increase costs, adversely impact our business and increase the complexity of compliance, which could negatively affect our business.
Our failure to attract and retain qualified executive personnel or for such executive personnel to work well together or as effective leaders in their respective areas of responsibility could have a material adverse effect on our current business and future growth.
Our failure to attract and retain qualified executive personnel or for such executive personnel to work well together or as effective leaders in their respective areas of responsibility could have a material adverse effect on our business and future growth.
We cannot guarantee that any such transaction will ultimately result in the realization of its anticipated benefits or that it will not have a material adverse effect on our business, financial condition and results of operations.
We cannot guarantee that any such transaction will result in the realization of its anticipated benefits or that it will not have a material adverse effect on our business, financial condition and results of operations.
In addition, harsh weather conditions have the potential to disrupt our clients’ businesses and operations, which in turn may affect the operation of helicopters and fixed wing aircraft and result in a reduced number of flight hours.
In addition, harsh weather conditions have the potential to disrupt our clients’ businesses and operations, which may affect the operation of helicopters and fixed wing aircraft and result in a reduced number of flight hours.
We also use third-party service providers to process certain data or information on our behalf. Under applicable laws, we may be held responsible for cybersecurity incidents involving information we share with these providers. Although we require service providers to implement and maintain reasonable security measures, we cannot control their systems or guarantee that breached will not occur.
We also use third-party service providers to process certain data or information on our behalf. Under applicable laws, we may be held responsible for cybersecurity incidents involving information we share with these providers. Although we require service providers to implement and maintain reasonable security measures, we cannot control their systems or guarantee that breaches will not occur.
The continued threat of terrorism civil unrest, acts of terrorism, war, and other armed conflict, such as the ongoing actions in Ukraine, Israel, and the broader Middle East, and the potential destabilizing effect such conflicts may pose, including with respect to the global oil and natural gas markets, could materially adversely affect us.
The continued threat of terrorism, civil unrest, acts of terrorism, war, and other armed conflict, such as the ongoing actions in Ukraine, Israel, South America and the broader Middle East, and the potential destabilizing effect such conflicts may pose, including with respect to the global oil and natural gas markets, could materially adversely affect us.
In particular, we have experienced significant delays in the delivery of parts for our S92 fleet, which comprises approximately 30% of our total fleet, resulting in the need (i) to purchase or otherwise acquire parts from other sources and (ii) to ground multiple S92 aircraft and forgo certain related business opportunities.
In particular, we have experienced significant delays in the delivery of parts for our S92 fleet, which comprises approximately 29% of our total fleet, resulting in the need to (i) purchase or otherwise acquire parts from other sources and (ii) ground multiple S92 aircraft and forgo certain related business opportunities.
Our certificate of incorporation provides that persons or entities that are not “citizens of the U.S.” (as defined in the Federal Aviation Act of 1958, as amended (the “Federal Aviation Act”)) shall not collectively own or control more than 25% of the voting power of our outstanding capital stock (the “Permitted Foreign Ownership 34 Table of Contents Percentage”) and that, if at any time persons that are not citizens of the U.S. nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of our outstanding voting capital stock in excess of the Permitted Foreign Ownership Percentage owned by stockholders who are not citizens of the U.S. shall automatically be reduced.
Our certificate of incorporation provides that persons or entities that are not “citizens of the U.S.” (as defined in the Federal Aviation Act of 1958, as amended (the “Federal Aviation Act”)) shall not collectively own or control more than 25% of the voting power of our outstanding capital stock (the “Permitted Foreign Ownership Percentage”) and that, if at any time persons that are not citizens of the U.S. nevertheless collectively own or control more than the Permitted Foreign Ownership Percentage, the voting rights of our outstanding voting capital stock in excess of the Permitted Foreign Ownership Percentage owned by stockholders who are not citizens of the U.S. shall automatically be reduced.
Additionally, expansion of our business depends on our ability to operate in additional international markets, which may be adversely affected by numerous factors, including but not limited to: (i) local regulations restricting foreign ownership of helicopter operators; (ii) requirements to award contracts to local operators; (iii) the number and location of new drilling concessions granted by foreign governments; and (iv) our ability to integrate new models of aircraft into our fleet and operate new lines of business to support our diversification initiatives.
Additionally, expansion of our business depends on our ability to operate in additional international markets, which may be adversely affected by numerous factors, including but not limited to: (i) local regulations restricting foreign ownership of helicopter operators; (ii) requirements to award contracts to local operators; (iii) the number and location of new drilling concessions granted by foreign governments; and (iv) our ability to 25 Table of Contents integrate new models of aircraft into our fleet and operate new lines of business to support our diversification initiatives.
Our operations in Nigeria are also subject to local laws requiring that our customers select service providers having greater “local content” in the respective region, and local authorities monitor compliance with and may penalize our customers for failure to satisfy such local content requirements.
Our operations in Nigeria and in other regions are also subject to local laws requiring that our customers select service providers having greater “local content” in the respective region, and local authorities monitor compliance with and may penalize our customers for failure to satisfy such local content requirements.
In addition, many of our contracts permit our customers to decrease the number of aircraft under contract with a corresponding decrease in the fixed monthly payments without penalty. As a result, you should not place undue reliance on the strength of our customer contracts or the terms of those contracts.
In addition, some of our contracts permit our customers to decrease the number of aircraft under contract with a corresponding decrease in the fixed monthly payments without penalty. As a result, you should not place undue reliance on the strength of our customer contracts or the terms of those contracts.
Historically, oil and gas prices have been volatile and are subject to factors beyond our control, such as: (i) the supply of and demand for offshore energy, including any fluctuation thereof resulting from increased onshore production and development activity or actions of OPEC+, and related market expectations; (ii) the price and availability of alternative fuels; (iii) technology developments, including those impacting energy consumption and advances in exploration, development and production technology; (iv) general economic conditions and the changing environmental and social landscape; (v) governmental regulation and other actions, or proposed changes in respect thereof, including tariffs; and (vi) the worldwide political environment, including the armed conflicts in Ukraine and the Middle East and associated economic sanctions, or acts of terrorism in the UK, the U.S. or elsewhere.
Historically, oil and gas prices have been volatile and are subject to factors beyond our control, such as: (i) the supply of and demand for offshore energy, including any fluctuation thereof resulting from increased onshore production and development activity or actions of OPEC+, and related market expectations; (ii) the price and availability of alternative fuels; (iii) technology developments, including those impacting energy consumption and advances in exploration, development and production technology; (iv) general economic conditions and the changing environmental and social landscape; (v) governmental regulation and other actions, or proposed changes in respect thereof, including tariffs; and (vi) the worldwide political environment, including the armed conflicts in Ukraine and the Middle East and associated economic sanctions, change in political regimes in South America or other areas, or acts of terrorism in the UK, the U.S. or elsewhere.
The fair market value of each of our helicopters is dependent upon a variety of factors, including: • general economic and market conditions and, in particular, those affecting the offshore energy industry, including the price of offshore energy and the level of offshore energy exploration, development and production; • the number of comparable helicopters servicing the market; • the types and sizes of comparable helicopters available for sale or lease; • historical issues with helicopters of the same model; 22 Table of Contents • the specific age and attributes of the helicopter; • demand for the helicopter in different industries; • the level of support provided by manufacturers; and • changes in regulation or competition from other air transport companies and other modes of transportation.
The fair market value of each of our helicopters is dependent upon a variety of factors, including: • general economic and market conditions and, in particular, those affecting the offshore energy industry, including the price of offshore energy and the level of offshore energy exploration, development and production; • the number of comparable helicopters servicing the market; • the types and sizes of comparable helicopters available for sale or lease; • historical issues with helicopters of the same model; • the specific age and attributes of the helicopter; • demand for the helicopter in different industries; • the level of support provided by manufacturers; and • regulation or competition from other air transport companies and other modes of transportation.
Uncertainty relating to such laws or regulations, including how they affect a business or how we are required to comply with the laws, may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.
Uncertainty relating to such laws or regulations, including how they affect a business or how we are required to comply, may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.
We contract with a small number of manufacturers and lessors for most of our aircraft expansion, replacement, leasing and maintenance needs. If any of the manufacturers face production delays due to, for example, natural disasters, pandemics, labor strikes or availability of skilled labor, we may experience a significant delay in the 21 Table of Contents delivery of previously ordered aircraft.
We contract with a small number of manufacturers and lessors for most of our aircraft expansion, replacement, leasing and maintenance needs. If any of the manufacturers face production delays due to, for example, natural disasters, pandemics, labor strikes or availability of skilled labor, we may experience a significant delay in the delivery of previously-ordered aircraft.
Collective bargaining or union agreements covering certain of our employees will be renegotiated in 2025; labor problems, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements, could adversely affect us.
Collective bargaining or union agreements covering certain of our employees will be renegotiated in 2026; labor problems, including our inability to negotiate acceptable collective bargaining or union agreements with employees covered by such agreements, could adversely affect us.
Our amended and restated certificate of incorporation (“certificate of incorporation”) and amended and restated bylaws (“bylaws”) include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of our business or changes in our management.
Our certificate of incorporation (“certificate of incorporation”) and bylaws (“bylaws”) include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of our business or changes in our management.
These laws and regulations relate to a number of aspects of our business, including import and export controls, the payment of taxes, employment and labor relations, fair competition, data privacy protections, securities regulation, anti-money laundering, anti-corruption, economic sanctions and other regulatory requirements affecting trade and investment.
These laws and regulations relate to a number of aspects of our business, including import and export 32 Table of Contents controls, the payment of taxes, employment and labor relations, fair competition, data privacy protections, securities regulation, anti-money laundering, anti-corruption, economic sanctions and other regulatory requirements affecting trade and investment.
If we are unable to continue to operate, establish new lines of business, or retain contracts in international markets, our operations may not grow and our future business, financial condition and results of operations may be adversely affected. 24 Table of Contents We are dependent upon the level of activity in the North Sea and the U.S.
If we are unable to continue to operate, establish new lines of business, or retain contracts in international markets, our operations may not grow and our future business, financial condition and results of operations may be adversely affected. We are dependent upon the level of activity in the North Sea and the U.S.
If we fail to comply with these and other covenants, we would be in default under the equipment financings with the National Westminster Bank PLC (“UKSAR Debt”), our asset-backed revolving credit facility (“ABL Facility”), the IRCG Debt and the indenture governing the 6.875% Senior Notes (together, our “Credit Facilities”), and the principal and accrued interest on our outstanding indebtedness under the Credit Facilities may become due and payable.
If we fail to comply with these and other covenants, we would be in default under the equipment financings with the National Westminster Bank PLC (“UKSAR Debt”), our asset-backed revolving credit facility, the IRCG Debt and the indenture governing the 6.750% Senior Notes (together, our “Credit Facilities”), and the principal and accrued interest on our outstanding indebtedness under the Credit Facilities may become due and payable.
If we are unable to upgrade our operations or fleet with the latest technological advances in a timely manner, or at all, our business, financial condition and results of operations could suffer. The market value of our helicopter fleet is dependent on a number of external factors.
If we are unable to upgrade our operations or fleet with the latest technological advances in a timely manner, or at all, our business, financial condition and results of operations could suffer. 23 Table of Contents The market value of our helicopter fleet is dependent on a number of external factors.
Some of our pilots, mechanics and other personnel, as well as those of our competitors, are members of military reserves who have been, or could be, called to active duty. If significant numbers of such personnel are called to active duty, it could reduce the supply of such workers and likely increase our labor costs.
Some of our pilots, engineers and other personnel, as well as those of our competitors, are members of military reserves who have been, or could be, called to active duty. If significant numbers of such personnel retire or are called to active duty, it could reduce the supply of such workers and likely increase our labor costs.
Foreign exchange risks and controls may affect our financial position and results of operations. Through our operations outside the U.S., we are exposed to foreign currency fluctuations and exchange rate risks. A portion of the services we provide outside the U.S. generate revenues in foreign currencies with the associated expenses incurred in U.S. dollars.
Foreign exchange risks and controls may affect our financial position and results of operations. Through our operations outside the U.S., we are exposed to foreign currency fluctuations and exchange rate risks. A portion of the services we provide outside the U.S. generate revenues in foreign currencies with the 24 Table of Contents associated expenses incurred in U.S. dollars.
A breach or failure of our systems or networks, critical third-party systems, or those of our customers or vendors, could lead to operational disruptions, diversion personnel attention, unplanned expenditures, unauthorized disclosure of sensitive data, theft or misappropriation of funds, violation of privacy laws, or exposure to litigation or indemnity claims.
A breach or failure 31 Table of Contents of our systems or networks, critical third-party systems, or those of our customers or vendors, could lead to operational disruptions, diversion of personnel attention, unplanned expenditures, unauthorized disclosure of sensitive data, theft or misappropriation of funds, violation of privacy laws, or exposure to litigation or indemnity claims.
Further, Title 49—Transportation of the United States Code of Federal Regulations and other statutes require our President, two-thirds of the Board and other managing officers be U.S. citizens.
Further, Title 49—Transportation of the U.S. Code of Federal Regulations and other statutes require our President, two-thirds of the Board and other managing officers be U.S. citizens.
The Department of Commerce, through its Export Administration Regulations, and the Department of State, through its International Traffic in Arms Regulations (“ITAR”), regulate our imports and exports of aircraft (through leases and sales) as well as parts sales to international customers and the use of certain regulated technology in domestic and international airspace.
The Department of Commerce, through its Export Administration Regulations, and the Department of State, through its International Traffic in Arms Regulations (“ITAR”), regulate our imports and exports of aircraft (through leases and sales) as well as parts sales to international 33 Table of Contents customers and the use of certain regulated technology in domestic and international airspace.
If alternative long-term uses were not identified for these facilities, we could incur recurring fixed expenses for these non-revenues producing assets if we were unable to sell them to a replacement contractor or other party in the event the UK SAR contract is terminated. Our customers may shift risk to us.
If alternative long-term uses were not identified for these facilities, we could incur recurring fixed expenses for these non-revenues producing assets if we were unable to sell them to a replacement contractor or other party in the event the UK SAR contract is terminated. 28 Table of Contents Our customers may shift risk to us.
These activities could reduce demand for our services, reduce our profits, increase the potential for investigations and litigation and thereby increase our costs, impair our brand and have negative impacts on the price of our common stock and access to capital markets.
These activities could reduce demand for our services, reduce our profits, increase the potential for investigations and litigation and thereby increase our costs, impair our brand and have negative impacts on the price of our common stock and access to 30 Table of Contents capital markets.
The indenture governing the 6.875% Senior Notes and the UK Export Finance Facilities Agreement (“IRCG Debt”) limit, among other things, our ability and the ability of our restricted subsidiaries to borrow money or issue guarantees; pay dividends, redeem capital stock or make certain other restricted payments; incur liens to secure indebtedness; make certain investments; use assets for non-permitted purposes; sell certain assets; enter into transactions with our affiliates; or merge with another entity or sell substantially all of our assets.
The indenture governing the 6.750% Senior Notes due 2033 (the “6.750% Senior Notes”) and the UK Export Finance Facilities Agreement (“IRCG Debt”) limit, among other things, our ability and the ability of our restricted subsidiaries to borrow money or issue guarantees; pay dividends, redeem capital stock or make certain other restricted payments; incur liens to secure indebtedness; make certain investments; use assets for non-permitted purposes; sell certain assets; enter into transactions with our affiliates; or merge with another entity or sell substantially all of our assets.
We manage credit risk by entering into arrangements with established counterparties and through the establishment of credit policies, which include the review, approval and monitoring of new customers, annual credit evaluations and credit limits, to apply in the selection of counterparties.
We manage credit risk by entering into arrangements with established counterparties and establishing credit policies, which include the review, approval and monitoring of new customers, annual credit evaluations and credit limits, to apply in the selection of counterparties.
These changes could subject us to additional costs and restrictions. 32 Table of Contents U.S . Our operations are highly regulated by several U.S. government regulatory agencies. For example, as a certified air carrier, we are subject to regulations promulgated by the DOT and the FAA.
These changes could subject us to additional costs and restrictions. U.S . Our operations are highly regulated by several U.S. government regulatory agencies. For example, as a certified air carrier, we are subject to regulations promulgated by the DOT and the FAA.
If we fail to maintain standards of safety and reliability that are satisfactory to our customers, our ability to retain current customers and attract new customers may be adversely affected.
If we fail to maintain standards of safety and reliability that are satisfactory to our customers, our ability 22 Table of Contents to retain current customers and attract new customers may be adversely affected.
These controls may limit our ability to repatriate funds from our international operations and unconsolidated affiliates or otherwise convert local currencies into U.S. dollars. These limitations could adversely affect our ability to access cash from these operations. As of December 31, 2024, approximately 74% of our total cash balance was held outside the U.S.
These controls may limit our ability to repatriate funds from our international operations and unconsolidated affiliates or convert local currencies into U.S. dollars. These limitations could adversely affect our ability to access cash from these operations. As of December 31, 2025, approximately 65% of our total cash balance was held outside the U.S.
Further, any such increase in our rates to offset increased fuel prices may not be sustainable, may 28 Table of Contents reduce the general demand for our services and may also eventually impact our operations, strategic growth and investment plans for the future.
Further, any such increase in our rates to offset increased fuel prices may not be sustainable, may reduce the general demand for our services and may also eventually impact our operations, strategic growth and investment plans for the future.
Our UK SAR contract, which accounted for approximately 19% of our revenues for twelve months ended December 31, 2024, allows the DfT to cancel the UK SAR contract for any reason upon notice and payment of a specified cancellation fee based on the number of bases reduced as a result of the exercise and the timing of the exercise.
Our UK SAR contract, which accounted for approximately 19% of our revenues for year ended December 31, 2025, allows the DfT to cancel the UK SAR contract for any reason upon notice and payment of a specified cancellation fee based on the number of bases reduced as a result of the exercise and the timing of the exercise.
To the extent our vendors and service providers are not able to maintain fuel supply integrity, such disruption to our aircraft fuel supply could have an adverse impact on our operating results and financial condition.
To the extent our vendors and service providers are not able to maintain fuel supply integrity, such disruption to our aircraft fuel supply could have an 29 Table of Contents adverse impact on our operating results and financial condition.
Further, our initiatives and goals may not be favored by certain 29 Table of Contents stakeholders and could impact the attraction and retention of investors, customers and employees.
Further, our initiatives and goals may not be favored by certain stakeholders and could impact the attraction and retention of investors, customers and employees.
Laws such as the European Union’s General Data Protection Regulation (the “GDPR”), Brazil’s Lei Geral de Protecão de Dados Pessoais (the “LGPD”), and similar legislation in jurisdictions where we operate, including the United States and the United Kingdom, pose significant compliance challenges and may elevate our operational costs.
Laws such as the European Union’s General Data Protection Regulation (the “GDPR”), Brazil’s Lei Geral de Protecão de Dados Pessoais (the “LGPD”), and similar legislation in jurisdictions where we operate, including the U.S. and the UK, pose significant compliance challenges and may elevate our operational costs.
Disruptions in the political, regulatory, economic, and social environments of the countries in which we operate, as well as changes in trade restrictions, could adversely affect our financial condition, results of operations and cash flows. During the twelve months ended December 31, 2024, we generated revenues in 18 countries across the world.
Disruptions in the political, regulatory, economic, and social environments of the countries in which we operate, as well as changes in trade restrictions, could adversely affect our financial condition, results of operations and cash flows. During the year ended December 31, 2025, we generated revenues in 15 countries across the world.
The effect of foreign currency translation impacts our results of operations as a result of the translation of non-U.S. dollar results and is reflected as a component of stockholders’ investment, while the revaluation of certain monetary foreign currency transactions is credited or charged to income and reflected in other income (expense), net. 23 Table of Contents We also operate in countries with foreign exchange controls, including Brazil and Nigeria.
The effect of foreign currency translation impacts our results of operations and is reflected as a component of stockholders’ investment, while the revaluation of certain monetary foreign currency transactions is credited or charged to income and reflected in other income (expense), net. We also operate in countries with foreign exchange controls, including Brazil and Nigeria.
A decline in helicopter values could result in asset impairment charges, breaches of loan covenants or lower proceeds upon helicopter sales, any of which could have a material adverse effect on our business, financial condition and results of operations. Our failure to attract and retain qualified personnel could adversely affect our business, financial condition and results of operations.
A decline in helicopter values could result in asset impairment charges, breaches of loan covenants or lower proceeds upon helicopter sales, any of which could have a material adverse effect on our business, financial condition and results of operations.
In addition, there is significant uncertainty about the future relationship between the U.S. and other countries, particularly Canada and Mexico, with respect to the trade policies, treaties, taxes, government regulations and tariffs that would be applicable.
In addition, there is significant uncertainty about the future relationship between the U.S. and other countries, particularly Canada and Mexico, with respect to the trade policies, treaties, taxes, government regulations and tariffs that would be applicable (including as a result of legal challenges to such tariffs).
For example, there has recently been political and social unrest in Nigeria, where we derived 12% and 9% of our revenues during the twelve months ended December 31, 2024 and 2023, respectively.
For example, there has recently been political and social unrest in Nigeria, where we derived 13% and 12% of our revenues during the year ended December 31, 2025 and 2024, respectively.
Our non-U.S. operations accounted for approximately 83% and 82% of our consolidated revenues in the twelve months ended December 31, 2024 and 2023, respectively.
Our non-U.S. operations accounted for approximately 83% and 83% of our consolidated revenues in the year ended December 31, 2025 and 2024, respectively.
Changes in U.S. political, regulatory and economic conditions or laws and policies governing foreign trade, travel to and from the U.S., immigration, manufacturing, development and investment in the territories and countries in which we operate, and any negative sentiments or retaliatory actions towards the U.S. as a result of such changes, could adversely affect the industry as a whole, which could adversely affect our business, financial position, results of operations, cash flows and growth prospects.
Changes in U.S. political, regulatory and economic conditions or laws and policies governing foreign trade, travel to and from the U.S., immigration, manufacturing, development and investment in the territories and countries in which we operate, and any negative sentiments or retaliatory actions towards the U.S. as a result of such changes, could adversely affect the industry as a whole, which could adversely affect our business, financial position, results of operations, cash flows and growth prospects. 26 Table of Contents We are exposed to the credit risk of our limited number of counterparties, the majority of which are highly dependent on the financial condition of the offshore energy industry.
In recent years, there has been increased Congressional scrutiny of discretionary program spending by the U.S. government in light of concerns over the size of the national debt and lawmakers have discussed the need to cut or impose caps on discretionary spending, which could result in budget cuts to federal agencies to which we provide services.
In recent years, there has been increased scrutiny of discretionary program spending and lawmakers have discussed the need to cut or impose caps on discretionary spending, which could result in budget cuts to government agencies to which we provide services.
Currently, Pillar 2 has been agreed upon, in principle, by over 140 countries and while it is uncertain whether or when the U.S. will enact legislation to adopt the minimum tax directive, certain countries in which we operate have adopted some form of legislation, and other countries are in the process of introducing legislation to implement the minimum tax directive.
Currently, Pillar 2 has been agreed upon, in principle, by over 140 countries and, certain countries in which we operate have adopted some form of legislation, and other countries are in the process of introducing legislation to implement the minimum tax directive.
In August 2022, the United States enacted the Inflation Reduction Act of 2022, which, among other things, imposed a new 15% alternative minimum tax on the book income of certain corporations and a 1% excise tax on certain repurchases of shares. We continue to evaluate the impact of this legislation.
In August 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, imposed a new 15% alternative minimum tax on the book income of certain corporations and a 1% excise tax on certain repurchases of shares.
We generated approximately 68% of our consolidated revenues from Offshore 25 Table of Contents Energy Services during the twelve months ended December 31, 2024, and the majority of our customers are engaged in offshore energy production, exploration and development.
We generated approximately 66% of our consolidated revenues from Offshore Energy Services during the year ended December 31, 2025, and the majority of our customers are engaged in offshore energy production, exploration and development.
Additionally, many of our customers require pilots with very high levels of flight experience. The market for these experienced and highly trained personnel is competitive and may become more competitive, and we cannot assure you that we will be able to successfully attract and retain such personnel.
The market for these experienced and highly trained personnel is competitive and may become more competitive, and we cannot assure you that we will be able to successfully attract and retain such personnel.
In difficult markets, we may be obliged to accept greater risk to win new business, retain renewing business or could result in us losing business if we are not prepared to take such risks.
In difficult markets, we may be obliged to accept greater risk to win new business, retain renewing business or could result in us losing business if we are not prepared to take such risks. To the extent that we accept such additional risk, and seek to insure against it, if possible, our insurance premiums could rise.
Increasing attention to sustainability matters may impact our business, financial results or stock price. In recent years, increasing attention has been given to corporate activities related to sustainability matters in public discourse and the investment community.
Changing sentiments with respect to sustainability matters may impact our business, financial results or stock price. There have been changing sentiments with respect to corporate activities related to sustainability matters in public discourse and the investment community.
We also derive a significant amount of our revenues from our UK SAR Contract, as well as from a small number of offshore energy companies. Our loss of one of these significant customers, if not offset by sales to new or other existing customers, could have a material adverse effect on our business, financial condition and results of operations.
Our loss of one of these significant customers, if not offset by sales to new or other existing customers, could have a material adverse effect on our business, financial condition and results of operations.
Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally, or the interpretation or application thereof. From time to time, the U.S. federal, state, and foreign, governments enact legislation that could increase our effective tax rate or the effective tax rates of our consolidated affiliates.
From time to time, the U.S. federal, state, and foreign, governments enact legislation that could increase our effective tax rate or the effective tax rates of our consolidated affiliates.
We cannot determine whether, or in what form, other future tax legislation will ultimately be enacted or what impact any such legislation could have on our profitability, and we will continue to monitor any such legislation.
The Company expects the primary 34 Table of Contents impacts will be to Section 163j elections under the U.S. Tax Code. We cannot determine whether, or in what form, other future tax legislation will ultimately be enacted or what impact any such legislation could have on our profitability, and we will continue to monitor any such legislation.
Governmental agencies receive funding through budget appropriations, which are determined through the political process, and as a result, funding for the agencies with which we do business may fluctuate.
Our Government Services contracts accounted for approximately 26% of our revenues for the year ended December 31, 2025. Governmental agencies receive funding through budget appropriations, which are determined through the political process, and as a result, funding for the agencies with which we do business may fluctuate.
As a result of not owning a majority interest or maintaining voting control of our unconsolidated affiliates, we do not have the ability to control their policies, management or affairs. The interests of persons who control these entities or partners may differ from ours and may cause such entities to take actions that are not in our best interest.
The interests of persons who control these entities or partners may differ from ours and may cause such entities to take actions that are not in our best interest.
Moreover, any failure to disclose incidents to regulators, law enforcement or affected individuals in a timely manner could result in a reputational harm and regulatory scrutiny, and have a material adverse effect on our business, financial position and results of operations. 30 Table of Contents We operate in many international areas through entities that we do not control and are subject to government regulation that limits foreign ownership of aircraft companies in favor of domestic ownership.
Moreover, any failure to disclose incidents to regulators, law enforcement or affected individuals in a timely manner could result in reputational harm and regulatory scrutiny, and have a material adverse effect on our business, financial position and results of operations.
As of December 31, 2024, approximately 64% of our employees were covered by union or other collective bargaining agreements, some of which have expired or will expire in one year or less.
As of December 31, 2025, approximately 60% of our employees were covered by union or other collective bargaining agreements, some of which have expired or will expire in one year or less. In 2025, we successfully negotiated a new 2-year agreement with the National Union of Aeronauts (SNA), and with the Norwegian engineers’ union.
Our success depends on our ability to attract and retain skilled personnel, specifically our pilots and mechanics. The competition for pilots and mechanics is fiercely competitive, and we compete with major Part 121 air carriers and the emergency air medical industry to attract and retain such talent.
The competition for pilots and engineers is fiercely competitive, and we compete with major Part 121 air carriers and the emergency air medical industry to attract and retain such talent. Additionally, many of our customers require pilots with very high levels of flight experience.
Our business operations or actual results could also be similarly impacted by additional risks and uncertainties that are not currently known to us or that we currently deem immaterial to our operations. 20 Table of Contents Risks Related to Our Business Our operations involve a degree of inherent risk, some of which may not be covered by our insurance and may increase our operating costs or adversely affect our liquidity.
Our business operations or actual results could also be similarly impacted by additional risks and uncertainties that are not currently known to us or that we currently deem immaterial to our operations.
See Part I, Item 1, “ Business – Government Regulation” for additional information. Environmental regulations and liabilities may increase our costs and adversely affect our business. Our operations are subject to U.S. federal, state and local and foreign environmental laws and regulations governing the protection of the environment and health and safety.
Our operations are subject to U.S. federal, state and local and foreign environmental laws and regulations governing the protection of the environment and health and safety.
Even in the absence of a takeover attempt, the existence of these provisions may materially adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts.
Even in the absence of a takeover attempt, the existence of these provisions may materially adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts. 35 Table of Contents Regulations limit foreign ownership of our business, which could reduce the price of our common stock and cause owners of our common stock who are not U.S. persons to lose their voting rights.
Litigation may be both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention.
Litigation may be both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention. We may face significant monetary damages or injunctive relief against us, which could materially adversely affect a portion of our operations.
We may also experience prolonged periods of displacement of operations and increased costs due to the need to temporarily relocate personnel, aircraft and equipment during the period following a severe storm, such as what happened in Louisiana following Hurricane Ida in 2021. 26 Table of Contents Risks Related to Our Customers, Contracts and the Offshore Energy Industry Our industry is highly competitive and cyclical, with intense price competition, and our focus on quality of service rather than cost-saving measures could reduce the demand for our services.
We may also experience prolonged periods of displacement of operations and 27 Table of Contents increased costs due to the need to temporarily relocate personnel, aircraft and equipment during the period following a severe storm, such as what happened in Louisiana following Hurricane Ida in 2021.
We conduct many of our international operations through entities in which we have a noncontrolling interest or through strategic alliances with foreign partners. For example, we have acquired interests in, or in some cases have lease and service agreements with, entities that operate aircraft in Canada and Egypt. We provide engineering and administrative support to certain of these entities.
Additionally, we have acquired interests in unconsolidated interests, or in some cases have lease and service agreements with entities that operate aircraft in Canada and Egypt. We provide engineering and administrative support to certain of these entities, and derive lease revenues, service revenues, equity earnings and dividend income from these entities.
Factors that affect competition in our industry include price, quality of service, operational experience, record of safety, quality and type of equipment, aircraft availability, customer relationship and professional reputation. We have several significant competitors in the North Sea, Nigeria, the U.S. Gulf of America and Brazil, and a number of smaller local competitors in other markets.
We have several significant competitors in the North Sea, Nigeria, the U.S. Gulf of America and Brazil, and a number of smaller local competitors in other markets.
Reductions in spending on aviation services by governmental agencies could lead to modifications of contract terms or delays in receiving payments, which could adversely impact our business, financial condition and results of operations. Our Government Services contracts accounted for approximately 23% of our revenues for the twelve months ended December 31, 2024.
If we cannot insure against such risks or otherwise choose not to do so, we could be exposed to losses in the event such risks are realized. Reductions in spending on aviation services by governmental agencies could lead to modifications of contract terms or delays in receiving payments, which could adversely impact our business, financial condition and results of operations.
Risks Related to Our Common Stock and Corporate Structure Provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law may discourage, delay or prevent a change of control of our business or changes in our management.
The amount of our cash flow in any quarter may vary and be more or less than our capital allocation framework. Provisions in our certificate of incorporation, our bylaws and Delaware law may discourage, delay or prevent a change of control of our business or changes in our management.
The helicopter and fixed wing businesses are highly competitive throughout the world. Such aircraft are often chartered on the basis of competitive bidding among those providers having the necessary equipment, operational experience and resources.
Such aircraft are often chartered on the basis of competitive bidding among those providers having the necessary equipment, operational experience and resources. Factors that affect competition in our industry include price, quality of service, operational experience, record of safety, quality and type of equipment, aircraft availability, customer relationship and professional reputation.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Data Privacy Officer is responsible for leadership, compliance, and oversight of applicable cyber and privacy laws and policies, which are designed to protect data belonging to our employees and customers and the Company’s information security; while our IT Cyber Incident Management Team oversees Bristow’s cyber incident response and remains in close contact with the Executive Leadership Team and the Audit Committee throughout the cyber incident resolution process.
Biggest changeWhile the IT Department oversees the technical aspects of information security, our Data Privacy Officer (“DPO”) is responsible for leadership, compliance, and oversight of applicable privacy-related laws and policies, which are designed to protect data belonging to our employees and customers.
The Chief Executive Officer, with the assistance of the other members of the executive leadership team, is responsible for, among other risk management measures, implementing measures designed to ensure the safety standards for personnel, information technology systems and data security, the environment and property in performing the Company’s operations.
The CEO, with the assistance of the other members of the Executive Leadership Team, is responsible for, among other risk management measures, implementing measures designed to ensure the safety standards for personnel, information technology systems and data security, the environment and property in performing the Company’s operations.
As of the December 31, 2024, we are not aware of any material risks from cybersecurity threats, that have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition.
As of December 31, 2025, we are not aware of any material risks from cybersecurity threats, that have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition.
Under its charter, our Audit Committee, comprised of independent directors from our Board, must conduct at least annual reviews of any emerging cybersecurity developments and threats and the strategies to mitigate cybersecurity risks.
Under its charter, our Audit Committee, comprised of independent directors from our Board, must conduct annual reviews of any emerging cybersecurity developments and threats and strategies to mitigate cybersecurity risks.
These processes account for risks associated with third parties that provide IT services, process information on our behalf, or have access to our information systems.
These processes and procedures also account for risks associated with third parties that provide IT services, process information on our behalf, or have access to our information systems.
Employees and third-party service providers are required to comply with our Information Security Policy and our Electronic Communication Policy. 2. Awareness Programs: All employees participate in an ongoing program of mandatory annual training and receive periodic communications regarding the cybersecurity environment to increase awareness throughout the Company.
Employees and third-party service providers are required to comply with our Information Security Policies and our Electronic Communication Policy. (2) Awareness Programs: All employees participate in mandatory annual training and receive periodic communications regarding the cybersecurity environment to increase awareness throughout the Company.
Our Cybersecurity Risk Management Model provides for four levels of industry-standard response activities to protect the Company against cyber threats. These are: 1.
Our Cybersecurity Risk Management Model provides for four levels of industry-standard response activities to protect the Company against cyber threats.
Policy Framework: Our information security practices include development, implementation, and improvement of policies and procedures to safeguard information and ensure availability of critical data and systems, including our Information Security Policy, which establishes guidelines for the safe and secure use of the Company’s information systems and data, and our Electronic Communication Policy, which outlines the responsibilities of those using the Company’s network and IT equipment.
These are: (1) Policy Framework: Our information security practices include development, implementation, and improvement of policies and procedures to safeguard information and ensure availability of critical data and systems, including our Information Security Policies, which establishes guidelines for the safe and secure use of the Company’s information systems and data, and our Electronic Communication Policy, which outlines the responsibilities of those using the Company’s network and Information Technology (“IT”) equipment.
R esponsibilities for risk management and compliance are distributed throughout various functional areas of the business, including but not limited to a Compliance Committee established to understand and support business integrity and compliance efforts globally, and to oversee Bristow’s compliance efforts with respect to COBI, relevant policies, and applicable laws.
R esponsibilities for risk management and compliance are distributed throughout various functional areas of the business, including but not limited to, the Compliance Committee, which supports business integrity and compliance efforts globally, and oversees Bristow’s compliance efforts with respect to the COBI, relevant policies, and applicable laws.
Members of the Cybersecurity Committee have work experience managing cybersecurity and information security risks, an understanding of the cybersecurity threat landscape and/or knowledge of emerging privacy risks in our industry.
Manager Flight Operations Systems, the Data Privacy Officer and the IT Security and Compliance Manager. Members of our Cybersecurity Committee have work experience managing cybersecurity and information security risks, an understanding of the cybersecurity threat landscape and/or knowledge of emerging privacy risks in our industry.
The Company’s Enterprise Risk Management Committee (ERM), sponsored by the CEO, was established to oversee the risk management processes and to report upon and ensure that sound policies, procedures and practices are in place for the enterprise‐wide management of the Company’s material risks and to report the results of the Committee’s activities to the Company the Board at least annually.
The Company’s Enterprise Risk Management Committee (“ERM”), sponsored by the CEO, oversees our risk management processes and ensures that sound policies, procedures and practices are in place for the enterprise‐wide management of the Company’s material risks. The ERM reports the results of the Committee’s activities to the Company’s Board at least annually.
Committee members are also experienced and knowledgeable across Information Technology disciplines including strategy, governance, infrastructure, applications, data management, audit controls & compliance, risk management, disaster recovery, business continuity, and incident response planning. The Cybersecurity Committee meets quarterly and delivers updates to management periodically and to the Audit Committee on an annual basis (or more frequently as needed).
Committee members are also experienced and knowledgeable across various IT disciplines including strategy, governance, infrastructure, applications, data management, audit controls & compliance, risk management, disaster recovery, business continuity, and incident response planning. The Cybersecurity Committee meets quarterly and provides updates to our Executive Leadership Team periodically and to the Audit Committee annually (or more frequently as needed).
These include risks associated with cybersecurity and any of the topics identified in our materiality assessment .
Information shared with the Board includes risks associated with cybersecurity and any of the topics identified in our materiality assessment .
We also implemented an enhanced annual training program for specific specialized employee populations. 3. Security Engineering: We leverage a combination of the International Organization for Standardization (the “ISO”) best practice standards and other global standards, including Control Objectives for Information and Relevant Technology, to measure our security posture and manage risk.
We also provide enhanced training for specific IT personnel that require specialized knowledge for their roles and responsibilities. (3) Security Engineering: We leverage a combination of the International Organization for Standardization (the “ISO”) best practice standards and other global standards, including Control Objectives for Information and Relevant Technology (COBIT), to measure our security posture and manage risk.
In addition, we completed several cybersecurity-related initiatives such as multifactor authentication and the ISO 27001 certification, which is globally recognized as one of the highest standards of compliance and control for information security management systems.
In 36 Table of Contents addition, we utilize multifactor authentication and maintain multiple certifications, including ISO 27001 certification, which is globally recognized as one of the highest standards of compliance and control for information security management systems.
The Cybersecurity Committee also delivers periodic updates to the Board on the status of the information security program, including but not limited to relevant cyber threats, roadmap and key initiative updates, and the identification and management of information security risks. The Board reviews cybersecurity opportunities relating to our business strategy, and cybersecurity-related matters are also factored into business continuity planning.
The Cybersecurity Committee also delivers periodic updates to the Board on the status of the information security program, including but not limited to, relevant cyber threats, technology roadmaps and key initiative updates, and the identification and management of information security risks.
We have also implemented critical preventive measures, such as monthly phishing simulations, email and endpoint 35 Table of Contents security and monitoring, database encryption, continuous patching, and network firewall security using both internal resources and independent third-party service providers. 4. IT Resiliency: Our IT Team has formalized disaster recovery processes, business continuity procedures and an incident response plan.
We also perform critical preventive measures and follow a layered defense, such as phishing simulations, email and system security monitoring, data encryption, continuous patching, and border protection security using both internal resources and independent third-party service providers. (4) IT Resiliency: Our IT Department and operations teams have formalized disaster recovery processes, business continuity procedures and an incident response plan.
Our IT Steering Committee is responsible for reviewing, approving and funding IT projects, including cybersecurity initiatives. This committee consists of five (5) members: the Chief Information Officer, the President and Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, Government Services and the Chief Operating Officer, Offshore Energy Services.
This committee consists of five (5) members: the Chief Information Officer, the President and Chief Executive Officer (“CEO”), the Chief Financial Officer, the Chief Operating Officer, Government Services and the Chief Operating Officer, Offshore Energy Services.
Our Cybersecurity Committee consists of six (6) members: the Chief Information Officer, the Chief Financial Officer, the Director of Internal Audit, the Director of IT, Infrastructure and Flight Systems, the Data Privacy Officer and the IT Security and Compliance Manager.
We have a Cybersecurity Committee that prioritizes our cybersecurity programs and provides oversight around cybersecurity practices and guidance in responding to cyber incidents. Our Cybersecurity Committee consists of six (6) members: the Chief Information Officer, the Chief Financial Officer, the Director of Internal Audit, the Director of IT Infrastructure, Sr.
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Together with our Executive Leadership Team and the Board, the Cybersecurity Committee assists with prioritizing our cybersecurity programs as well as providing oversight around cybersecurity practices and guidance in responding to cyber incidents.
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Oversight and funding requests for all significant technology projects and initiatives, including data privacy and cybersecurity, must be reviewed and approved by our IT Steering Committee.
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The Board reviews cybersecurity opportunities relating to our business strategy, and cybersecurity-related matters are also factored into business continuity planning. The Company has an IT Cyber Incident Management Team that is comprised of the following individuals: the Chief Information Officer, the Director of IT Infrastructure, Sr.
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Manager Flight Operations Systems, the Director of Financial Systems, the Director of Business Applications, the IT Security and Compliance Manager, and external technical security advisors.
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If there is a cybersecurity incident, our IT Cyber Incident Management 37 Table of Contents Team oversees Bristow’s cyber incident response and remains in close contact with the Executive Leadership Team and the Audit Committee throughout the cyber incident resolution process.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe majority of the bases from which we operate are leased, with remaining terms of between one and 54 years. Our principal physical properties are aircraft, which are more fully described in Part I, Item 1, “Business - Equipment and Services” in this Annual Report on Form 10-K.
Biggest changeOur principal physical properties are aircraft, which are more fully described in Part I, Item 1, “Business - Equipment and Services” in this Annual Report on Form 10-K. Bases Bristow maintains operating bases strategically located across the jurisdictions in which we operate, allowing us to provide efficient transportation and operational support services to our customers.
ITEM 2. PROPERTIES Our executive offices are located in Houston, Texas. We also maintain offices and operating facilities for all operating segments and residential locations near our operating bases which are primarily used for housing 36 Table of Contents pilots and staff supporting those operations.
ITEM 2. PROPERTIES Our executive offices are located in Houston, Texas. We also maintain offices and operating facilities for all operating segments and residential locations near our operating bases which are primarily used for housing pilots and staff supporting those operations. The majority of the bases from which we operate are leased, with remaining terms of up to 53 years.
Gulf of America (2) 6 Government Services Latin America - Other (3) 2 Ireland 1 Netherlands 2 UK SAR (4) 11 U.S. Gulf of America 4 Other Services Australia 2 Total 46 ______________________ (1) Includes bases in Suriname and Trinidad. (2) Includes two shared bases utilized for Government Services. (3) Includes bases in the Falkland Islands and the Dutch Caribbean.
(3) 5 Government Services: Latin America - Other (4) 2 Ireland 3 Netherlands 2 UK (5) 11 U.S. 4 Other Services: Australia 2 Total 46 ______________________ (1) Includes bases in Suriname and Trinidad and Tobago. (2) Includes facilities shared with Government Services. (3) Includes two shared bases utilized for Government Services.
Bases Bristow maintains operating bases strategically located across the jurisdictions in which we operate, allowing us to provide efficient transportation and operational support services to our customers. As of December 31, 2024, we operated out of 46 bases globally. Number of Bases Offshore Energy Services Americas - Other (1) 2 Brazil 5 Nigeria 4 Norway 4 UK 3 U.S.
As of December 31, 2025, we operated out of 46 bases globally. Number of Bases Offshore Energy Services: Americas - Other (1) 2 Brazil 5 Nigeria 4 Norway 4 UK (2) 2 U.S.
(4) Includes a shared base utilized for Other Services.
(4) Includes bases in the Falkland Islands and the Dutch Caribbean. (5) Includes a shared base utilized for Other Services.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther Matters Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been covered by insurance subject to various risk retention factors. Bristow is also a defendant in certain claims and litigation arising out of operations in the normal course of business.
Biggest changeOther Matters Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have 38 Table of Contents been covered by insurance subject to various risk retention factors. Bristow is also a defendant in certain claims and litigation arising out of operations in the normal course of business.
In the opinion of management, uninsured losses, if any, will not be material to Bristow’s financial position, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 37 Table of Contents PART II
In the opinion of management, uninsured losses, if any, will not be material to Bristow’s financial position, results of operations or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 37 PART II 38 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 38 Market Information for Common Stock 38 Holders of Record 38 Dividend Policy 38 Company Purchases of Equity Securities 38 Performance Graph 38
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 39 PART II 39 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 39 Market Information for Common Stock 39 Holders of Record 39 Dividend Policy 39 Company Purchases of Equity Securities 39 Performance Graph 40 ITEM 6. RESERVED 40 ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41 Overview 41 Recent Developments 41 Market Outlook 43 Components of Revenues and Expenses 44 Results of Operations 46 Liquidity and Capital Resources 48 Contingencies 52 Table of Contents Page Critical Accounting Estimates 52 Recent Accounting Pronouncements 53 ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 53 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 54

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph assumes that $100 was invested at the market close on December 31, 2019. 38 Table of Contents Our 2024 peer group includes Air Transport Services Group, Inc., Core Laboratories Inc., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Kirby Corporation, MRC Global Inc., Newpark Resources, Inc., Noble Corporation plc, Oceaneering International, Inc., Oil States International, Inc., SkyWest, Inc., TETRA Technologies, Inc., Tidewater Inc., and Valaris Limited, based on their industry and similar market capitalization.
Biggest changeThe graph assumes that $100 was invested at the market close on December 31, 2020. Our 2025 peer group includes Air Transport Services Group, Inc. (acquired by Stonepeak in April 2025), Core Laboratories Inc., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helix Energy Solutions Group, Inc., Kirby Corporation, MRC Global Inc.
Purchases of the Company’s common stock under the stock repurchase program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions.
Purchases of the Company’s common stock under the share repurchase program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock is listed on the NYSE under the trading symbol “VTOL.” On February 21, 2025, the closing price per share of our common stock as reported on the NYSE was $35.81.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock is listed on the NYSE under the trading symbol “VTOL.” On February 23, 2026, the closing price per share of our common stock as reported on the NYSE was $46.67.
Company Purchases of Equity Securities The following table presents information regarding our repurchases of shares of our common stock on a monthly basis during the three months ended December 31, 2024: Total Number of Shares Repurchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 — $ — — $ 40,000,000 November 1, 2024 - November 30, 2024 — $ — — $ 40,000,000 December 1, 2024 - December 31, 2024 — $ — — $ 40,000,000 On August 4 2022, the Company announced that its Board of Directors of approved a $40.0 million stock repurchase program.
Company Purchases of Equity Securities The following table presents information regarding our repurchases of shares of our common stock on a monthly basis during the three months ended December 31, 2025: Total Number of Shares Repurchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs October 1, 2025 - October 31, 2025 201,668 $ 27.36 — $ 120,979,892 November 1, 2025 - November 30, 2025 — $ — — $ 120,979,892 December 1, 2025 - December 31, 2025 — $ — — $ 120,979,892 ____________________________ (1) Reflects 201,668 shares purchased in connection with the surrender of shares of common stock by employees to satisfy certain tax withholding obligations from stock vesting.
The declaration and payment of dividends will be subject at all times to the discretion of the Board of Directors. The timing and amount of dividends, will depend on the Company’s results of operations, financial condition, cash requirements, growth opportunities, restrictions in its financing arrangements and other factors that the Board of Directors may deem relevant.
The timing and amount of dividends will depend on the Company’s results of operations, financial condition, cash requirements, growth opportunities, restrictions in our financing arrangements and other factors that the Board may deem relevant. The Company’s dividends are paid out in cash and do not allow for dividend reinvestment at this time.
Holders of Record As of February 21, 2025, there were 334 holders of record of our common stock. Dividend Policy We have not historically declared or paid any cash dividends on our common stock. The Company intends to initiate a quarterly dividend program beginning in the first quarter of 2026.
Holders of Record As of February 23, 2026, there were 281 holders of record of our common stock. Dividend Policy The Company initiated a quarterly cash dividend program beginning in the first quarter of 2026.
Performance Graph The following graph shows a comparison from December 31, 2019 through December 31, 2024 of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (“S&P 500 Index”), the PHLX Oil Services Index (OSX) and our peer group.
The share repurchase program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder. 39 Table of Contents Performance Graph The following graph shows a comparison from December 31, 2020 through December 31, 2025 of the cumulative total return for our common stock, the Standard & Poor’s 500 Stock Index (“S&P 500 Index”), the PHLX Oil Services Index (OSX) and our peer group.
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The stock repurchase program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder.
Added
While the Company intends to pay regular quarterly cash dividends for the foreseeable future, the declaration and payment of dividends will be subject at all times to the discretion of the Board.
Removed
In February 2025, the Board of Directors of Bristow approved a new $125.0 million stock repurchase program, and terminated the prior program, under which $40.0 million remained available of the original $40.0 million authorized.
Added
On February 25, 2026, Bristow declared a dividend of $0.125 per share of common stock, payable on March 26, 2026 to shareholders of record at the close of business on March 13, 2026.
Removed
Purchases of the Company’s common stock under the stock repurchase program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions.
Added
These repurchases are not a part of our publicly announced program and do not affect our Board-approved share repurchase program. (2) On February 26, 2025, the Company announced that its Board of Directors approved a new $125.0 million share repurchase program.
Removed
The stock repurchase program has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder.
Added
(acquired by DNOW in November 2025), Newpark Resources, Inc. (now known as NPK International Inc.), Noble Corporation plc, Oceaneering International, Inc., Oil States International, Inc., SkyWest, Inc., TETRA Technologies, Inc., Tidewater Inc., and Valaris Limited, based on their industry and similar market capitalization.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations in 2024 Compared to 2023 The following table presents our operating results and other statement of operations information for the twelve months ended December 31, 2024 and 2023: Annual Consolidated Statement of Operations by Segment (in thousands, except percentages) Twelve Months Ended December 31, Favorable (Unfavorable) 2024 2023 Revenues: Offshore Energy Services $ 966,064 $ 852,956 $ 113,108 13.3 % Government Services 329,654 337,280 (7,626) (2.3) % Other Services 119,773 107,193 12,580 11.7 % Total revenues 1,415,491 1,297,429 118,062 9.1 % Operating income (loss): Offshore Energy Services 132,165 45,613 86,552 189.8 % Government Services 21,070 29,610 (8,540) (28.8) % Other Services 13,747 15,398 (1,651) (10.7) % Corporate (34,374) (29,870) (4,504) (15.1) % Total operating income 132,608 60,751 71,857 118.3 % Interest income 8,901 8,646 255 2.9 % Interest expense, net (37,581) (41,417) 3,836 9.3 % Other, net (1,865) (9,968) 8,103 81.3 % Total other income (expense), net (30,545) (42,739) 12,194 28.5 % Income before income taxes 102,063 18,012 84,051 nm Income tax expense (7,193) (24,932) 17,739 71.1 % Net income (loss) 94,870 (6,920) 101,790 nm Net loss (income) attributable to noncontrolling interests (73) 140 (213) nm Net income (loss) attributable to Bristow Group Inc. $ 94,797 $ (6,780) $ 101,577 nm Operating income margins Offshore Energy Services 14 % 5 % Government Services 6 % 9 % Other Services 11 % 14 % 43 Total Revenues by Segment (in thousands, except percentages) Twelve Months Ended December 31, Favorable (Unfavorable) 2024 2023 Offshore Energy Services: Europe $ 427,739 $ 398,059 $ 29,680 7.5 % Americas 368,319 332,259 36,060 10.9 % Africa (1) 170,006 122,638 47,368 38.6 % Total Offshore Energy Services $ 966,064 $ 852,956 $ 113,108 13.3 % Government Services 329,654 337,280 (7,626) (2.3) % Other Services 119,773 107,193 12,580 11.7 % $ 1,415,491 $ 1,297,429 $ 118,062 9.1 % ___________________ (1) Includes revenues of approximately $10.8 million for the twelve months ended December 31, 2023, related to fixed wing revenues in Africa that were previously classified in Other Services.
Biggest changeOur direct operating expenses are grouped into the following categories: • personnel (includes wages, benefits, payroll taxes and savings plans); • repairs and maintenance (includes hourly charges for PBH maintenance contracts, amortization of PBH buy-in charges, vendor credits, inventory usage and adjustments and additional maintenance and repair costs, including major aircraft component overhaul costs); • insurance (includes the cost of hull and liability insurance premiums and loss deductibles); • fuel; • leased-in equipment (includes the cost of leasing helicopters and equipment); and • other (primarily base and facility expenses, amortization of deferred contract costs, subcontractor costs, property, sales and use taxes, training, transportation, freight, flight systems costs and other). 45 Table of Contents Results of Operations in 2025 Compared to 2024 The following table presents our operating results and other statement of operations information for the year ended December 31, 2025 (the “Current Year”) and the year ended December 31, 2024 (the “Prior Year”): Annual Consolidated Statement of Operations by Segment (in thousands, except percentages) Year Ended December 31, Favorable (Unfavorable) 2025 2024 Revenues: Offshore Energy Services: Europe $ 411,281 $ 427,739 (16,458) (3.8) % Americas 387,501 368,319 19,182 5.2 % Africa 191,698 170,006 21,692 12.8 % Total Offshore Energy Services 990,480 966,064 24,416 2.5 % Government Services 379,437 329,654 49,783 15.1 % Other Services 120,595 119,773 822 0.7 % Total revenues 1,490,512 1,415,491 75,021 5.3 % Operating income (loss): Offshore Energy Services 165,582 132,165 33,417 25.3 % Government Services 5,078 21,070 (15,992) (75.9) % Other Services 9,814 13,747 (3,933) (28.6) % Corporate (21,668) (34,374) 12,706 37.0 % Total operating income 158,806 132,608 26,198 19.8 % Interest income 9,354 8,901 453 5.1 % Interest expense, net (39,918) (37,581) (2,337) (6.2) % Other, net 22,994 (1,865) 24,859 nm Total other income (expense), net (7,570) (30,545) 22,975 75.2 % Income before income taxes 151,236 102,063 49,173 48.2 % Income tax expense (21,809) (7,193) (14,616) nm Net income 129,427 94,870 34,557 36.4 % Net income attributable to noncontrolling interests (353) (73) (280) nm Net income attributable to Bristow Group Inc. $ 129,074 $ 94,797 $ 34,277 36.2 % Operating income margins: Offshore Energy Services 17 % 14 % Government Services 1 % 6 % Other Services 8 % 11 % __________________ nm = Not Meaningful Flight Hours by Segment Year Ended December 31, Favorable (Unfavorable) 2025 2024 Offshore Energy Services: Europe 34,600 38,284 (3,684) (9.6) % Americas 42,311 42,583 (272) (0.6) % Africa 19,211 16,946 2,265 13.4 % Total Offshore Energy Services 96,122 97,813 (1,691) (1.7) % Government Services 18,011 18,811 (800) (4.3) % Other Services 14,648 13,682 966 7.1 % 128,781 130,306 (1,525) (1.2) % 46 Table of Contents Annual Results of Operations Offshore Energy Services Revenues from Offshore Energy Services were $24.4 million higher in the Current Year.
Recent Accounting Pronouncements For a description of recent accounting pronouncements that will, or could possibly, have an effect on our financial condition and results of operations, see Note 1 to our consolidated financial statements included in this Annual Report on Form 10-K. 52
Recent Accounting Pronouncements For a description of recent accounting pronouncements that will, or could possibly, have an effect on our financial condition and results of operations, see Note 1 to our consolidated financial statements included in this Annual Report on Form 10-K.
A majority of our revenues are generated through two types of contracts: helicopter services and fixed wing services. We operate in three segments: Offshore Energy Services, Government Services and Other Services. The primary drivers of our revenues are utilization, rates and added capacity.
A majority of our revenues are generated through two types of contracts: helicopter services and fixed wing services. We operate in three segments: Offshore Energy Services, Government Services and Other Services. The primary drivers of our revenues are utilization, rates and capacity.
Rates refer to the Monthly Standing Charge (“MSC”), which is the fixed monthly fee charged to a customer for the right to use an aircraft, or the Fixed Hourly Rate (“FHR”), which is an incremental per flight hour charge for hours flown.
Rates mainly refer to the Monthly Standing Charge (“MSC”), which is the fixed monthly fee charged to a customer for the right to use an aircraft, or the Fixed Hourly Rate (“FHR”), which is an incremental per flight hour charge for hours flown.
Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other customers primarily include fixed wing passengers utilizing our regional airline in Australia and companies that dry-lease helicopters from us in support of other industries and markets where we do not directly compete or operate in.
Our government customers primarily outsource SAR activities whereby we operate specialized helicopters and provide highly trained personnel. Our other customers primarily include fixed wing passengers utilizing our regional airline in Australia and companies that dry-lease helicopters from us in support of other industries and markets in which we do not directly compete or operate in.
Revenues for these emergency response services are also earned through an MSC plus an incremental FHR fee. In our Other Services segment, we derive revenues from our fixed wing operations by providing transportation services through regular passenger transport (scheduled airline service with individual commercial ticket sales) and charter services.
Revenues for these emergency response services are also earned through an MSC plus an incremental FHR fee. In our Other Services segment, we derive revenues from our fixed wing operations by providing transportation services through regular passenger transport (scheduled airline service with individual commercial ticket sales) 44 Table of Contents and charter services.
Our policy of expensing helicopter repair costs as incurred, particularly for those aircraft not on PBH agreements, may result in operating expenses varying substantially when compared with a prior year or prior quarter if a disproportionate number of repairs, refurbishments or overhauls are undertaken.
Our policy of expensing helicopter repair costs as incurred, particularly for those aircraft not on PBH agreements, and recognizing vendor credits may result in operating expenses varying substantially when compared with a prior year or prior quarter if a disproportionate number of repairs, refurbishments, overhauls or credits are undertaken.
Lease Obligations From time to time we may, under favorable market conditions and when necessary, enter into opportunistic aircraft lease agreements in support of our global operations. We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in our operations.
Lease Obligations From time to time, we may, under favorable market conditions and when necessary, enter into aircraft lease agreements in support of our global operations. 50 Table of Contents We have non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, land and facilities used in our operations.
The 6.875% Senior Notes, issued under an indenture, are fully and unconditionally guaranteed as to payment by a number of subsidiaries of the Company (collectively, the “Guarantors”). The Company is a holding company with no significant assets other than the stock of its subsidiaries.
As of December 31, 2025, the 6.875% Senior Notes, issued under an indenture, were fully and unconditionally guaranteed as to payment by a number of subsidiaries of the Company (collectively, the “Guarantors”). The Company is a holding company with no significant assets other than the stock of its subsidiaries.
For helicopters that we lease to third parties under arrangements whereby the customer assumes operational responsibility (dry leases), we often provide technical parts support, but generally we incur no other material operating costs. In some instances, we may provide training and other services to support our leasing customers.
For helicopters that we lease to third parties under arrangements whereby the customer assumes operational responsibility (dry leases), we often provide technical parts support but generally do not incur other material operating costs. In some instances, we may provide training and other services to support our leasing customers for an additional charge.
Overview We are the leading global provider of innovative and sustainable vertical flight solutions, primarily providing aviation services to a broad base of offshore energy companies and government entities. Our business comprises three reportable segments: Offshore Energy Services, Government Services and Other Services, using a fleet of 210 aircraft located across six continents and 18 different countries.
Overview We are the leading global provider of innovative and sustainable vertical flight solutions, primarily providing aviation services to a broad base of offshore energy companies and government entities. Our business comprises three reportable segments: Offshore Energy Services, Government Services and Other Services, using a fleet of 214 aircraft located across five continents and in 15 different countries.
During the twelve months ended December 31, 2024 and 2023, approximately 68% and 66%, respectively, of our total revenues were derived from Offshore Energy Services while approximately 23% and 26%, respectively, were derived from Government Services and approximately 9% and 8%, respectively, were derived from Other Services.
During the years ended December 31, 2025 and 2024, approximately 66% and 68%, respectively, of our total revenues were derived from Offshore Energy Services while approximately 26% and 23%, respectively, were derived from Government Services and approximately 8% and 9%, respectively, were derived from Other Services.
The related lease agreements, which range from non-cancelable to month-to-month terms, generally provide for fixed monthly rentals and can also include renewal 49 options.
The related lease agreements, which range from noncancelable to month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options.
Furthermore, militaries and governments placing orders for aircraft models that share OEM production lines with civilian aircraft have led to longer lead times for new builds, in some instances taking upwards of 18 to 24 months for new order deliveries.
In addition, militaries and governments placing orders for helicopter models that share OEM production lines with civilian aircraft have contributed to longer lead times for new builds, in some instances taking upwards of 24 months for new order deliveries.
Today, we serve customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, India, Ireland, the Kingdom of Saudi Arabia, Mexico, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the UK and the U.S. Our offshore energy customers primarily use our services to transport personnel to, from and between offshore energy installations.
Today, we serve customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad and Tobago, UK and the U.S. Our offshore energy customers primarily use our services to transport personnel to, from and between offshore energy installations.
If such subsidiaries are unable to transfer funds to the Company or Guarantors and sufficient cash or liquidity is not otherwise available, the Company or Guarantors may not be able to make principal and interest payments on their outstanding debt, including the 6.875% Senior Notes or the guarantees.
If such subsidiaries were unable to transfer funds to the Company or Guarantors and sufficient cash or liquidity was not otherwise available, the Company or Guarantors may not have been able to make principal and interest payments on their outstanding debt, including the 6.875% Senior Notes or the guarantees.
Financing Activities During the Current Year, net cash provided by financing activities was $141.1 million primarily consisting of: • Proceeds from borrowings of $164.6 million, • Exercise of stock options of $0.5 million partially offset by • Repayments of debt of $15.4 million, • Debt issuance costs of $4.5 million, and • Stock repurchases of $4.1 million.
During the Prior Year, net cash provided by financing activities was $141.1 million primarily consisting of: • Proceeds from borrowings of $164.6 million, partially offset by • Repayments of debt of $15.4 million, • Debt issuance costs of $4.5 million, and • Share repurchases of $4.1 million.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of our financial condition and results of operations for the twelve months ended December 31, 2024 and 2023 .
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2025 and 2024.
The obligations are measured using assumptions about the future. We evaluate our assumptions periodically and adjust these assumptions as necessary. Three critical assumptions are the expected long-term rate of return on plan assets, the assumed discount rate and the mortality rate.
Pension Benefits Pension obligations for the defined benefit pension plans are actuarially determined. The obligations are measured using assumptions about the future. We evaluate our assumptions periodically and adjust these assumptions as necessary. Three critical assumptions are the expected long-term rate of return on plan assets, the assumed discount rate and the mortality rate.
If these options are exercised, the AW189 helicopters would be scheduled for delivery between 2026 and 2028, and the H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders.
In addition, the Company has outstanding options to purchase up to ten additional AW189 helicopters and nine additional H135 helicopters. If these options are exercised, the AW189 helicopters and the H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders.
Operations for the previously announced IRCG contract commenced in late 2024 and are expected to finish transitioning in 2025. The transition to the previously announced UKSAR2G contract also commenced in the fourth quarter of 2024, and the last base will finish transitioning in late 2026.
Operations for the previously announced IRCG contract commenced in late 2024, and the final base transitioned as of early 2026. The transition to the previously announced UKSAR2G contract also commenced in the fourth quarter of 2024, and the last base will finish transitioning in late 2026.
At December 2024, we had a net pension asset of $4.8 million as the value of the plan assets exceed the present value of the liabilities that existed at that date.
As of December 2025, we had a net pension asset of $15.2 million as the value of the plan assets exceed the present value of the liabilities that existed at that date.
This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and the other financial information included elsewhere in this Annual Report on Form 10-K.
This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and the other financial information included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve significant risks and uncertainties.
However, the recent increase in offshore energy activity that began in 2022 is driving a constructive supply and demand balance for offshore helicopters, and the once excess available capacity has shrunk, with utilization levels for offshore-configured medium, super medium and heavy helicopters at or near 100%.
Throughout this downturn, numerous helicopters were sold or otherwise exited the offshore market. However, the recent increase in offshore energy activity that began in 2022 is driving a constructive supply and demand balance for offshore helicopters, and the once excess available capacity has shrunk, with effective utilization levels for offshore-configured medium, super medium and heavy helicopters near 100%.
Revenues under our Offshore Energy Services segment are primarily generated from offshore energy exploration, development and production activities with fixed-term contracts generally ranging between one to five years, subject to provisions permitting early termination by certain customers. Revenues are typically earned through a combination of a MSC plus an incremental FHR.
Revenues under our Offshore Energy Services segment are primarily generated from offshore energy exploration, development and production activities by our customers, with contracts generally ranging between one to five years or in some cases, longer. Revenues are typically earned through a combination of an MSC plus an incremental FHR.
Investing Activities During the Current Year, net cash used in investing activities was $246.0 million primarily consisting of: • Capital expenditures of $255.4 million primarily related to payments for aircraft, purchases of equipment and leasehold improvements, partially offset by • Proceeds of $9.4 million from the disposal of aircraft and other assets.
Investing Activities During the Current Year, net cash used in investing activities was $87.3 million primarily consisting of: • Capital expenditures of $142.0 million primarily related to payments for aircraft, leasehold improvements and purchases of equipment, partially offset by • Proceeds of $54.7 million from the sale of assets.
We expect the full year impact of these contract commencements to have positive impacts on our financial results in 2026 and beyond, though the strengthening of the U.S. dollar relative to local currencies, particularly the British pound sterling and the Euro, and the impacts of penalties due to aircraft availability, primarily related to supply chain challenges that are expected to persist, could offset a portion of the benefits we expect to derive from increased activity.
Any strengthening of the U.S. dollar relative to local currencies, particularly the British pound sterling and the Euro, and the impacts of penalties due to aircraft availability, primarily related to supply chain challenges that are expected to persist, could offset a portion of the benefits we expect to derive from increased activity.
Contractual Obligations and Commercial Commitments We have various contractual obligations that are recorded as liabilities on our consolidated balance sheets. Other items, such as certain purchase commitments and other executory contracts are not recognized as liabilities on our consolidated balance sheets.
Other items, such as certain purchase commitments and other executory contracts are not recognized as liabilities on our consolidated balance sheets.
Government Services, especially the public SAR market, are continuing to evolve, and while there are no current active tenders, we believe further outsourcing of public SAR services and other government contract work will become available to the private sector in the future, although the timing of these opportunities is uncertain.
Government Services, especially the public SAR market, are continuing to evolve, and we believe further outsourcing of public SAR services and other government contract work will become available to the private sector in the future.
While long periods of depressed prices would have more significant impacts, we believe current prices can continue to provide the fundamentals needed for sustained growth. 40 During the offshore energy downturn that began in late 2014, deliveries of new helicopters were limited, as the price of crude oil had been range-bound for a number of years.
While long periods of depressed prices would have more significant impacts, we believe current prices can continue to provide the fundamentals needed for sustained growth. During the offshore energy downturn that began in late 2014 and continued through 2021, deliveries of new helicopters for offshore operations were limited.
These working capital uses were partially offset by a decrease in defined benefit pension plan funding and a decrease in accounts receivables as a result of higher collections. Working capital uses of $59.1 million in the Prior Year were primarily due to increases in accounts receivables and inventories as a result of higher activity.
These working capital uses were partially offset by a decrease in accounts receivables as a result of higher collections. Working capital uses of $0.7 million in the Prior Year were primarily due to increases in inventories and the timing of payments to vendors.
Privatization of aviation services historically operated by the public sector depend heavily on governmental agencies receiving funding through budget appropriation and the desire to outsource such services. We believe that we are well positioned to continue to serve the market as more opportunities arise.
Privatization of aviation services historically operated by the public sector depend heavily on governmental agencies receiving funding through budget appropriation and the desire to outsource such services.
As of December 31, 2024, we have recognized deferred tax assets for certain attributes we expect to be realizable. Our ability to realize the benefit of our deferred tax assets requires us to achieve certain future earnings levels. If we are unable to benefit from our deferred tax assets, valuation allowances will be established following the “more-likely-than-not” criteria.
As of December 31, 2025, we have recognized deferred tax assets for certain attributes we expect to be realizable. Our ability to realize the benefit of our deferred tax assets requires us to achieve certain future earnings levels.
The subsidiary guarantees provide that, in the event of a default on the 6.875% Senior Notes, the holders of the 6.875% Senior Notes may institute legal proceedings directly against the Guarantors to enforce the guarantees without first proceeding against the Company. 50 None of the non-Guarantor subsidiaries of the Company are under any direct obligation to pay or otherwise fund amounts due on the 6.875% Senior Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments.
None of the non-Guarantor subsidiaries of the Company were under any direct obligation to pay or otherwise fund amounts due on the 6.875% Senior Notes or the guarantees, whether in the form of dividends, distributions, loans or other payments.
The following selected financial information of the Guarantors presents a sufficient financial position of the Company to continue to fulfill its obligations under the requirements of the 6.875% Senior Notes. This selected financial information should be read in conjunction with the accompanying consolidated financial statements and notes (in thousands).
The following selected financial information of the Guarantors presents a sufficient financial position of the Company to have continued to fulfill its obligations under the requirements of the 6.875% Senior Notes.
Additionally, given our sector’s late cycle exposure and the lag effect involving new projects, helicopter operators are typically contracted later amongst the late-cycle businesses servicing offshore energy exploration and production platforms, often long after rig announcements. As a result of the lack of spare capacity and current helicopter market tightness, contract lead times are beginning to increase.
Additionally, given our sector’s late cycle exposure and the lag effect involving new projects, helicopter operators are typically contracted later amongst the late-cycle businesses servicing offshore energy exploration and production platforms, often long after rig announcements and often on longer duration contracts than other offshore equipment operators.
December 31, 2024 Current assets $ 2,298,481 Non-current assets 2,370,128 Current liabilities 2,358,629 Non-current liabilities 706,056 Twelve Months Ended December 31, 2024 Total revenues $ 773,304 Operating income 81,668 Net income 64,068 Net income attributable to Bristow Group Inc. 63,988 Contingencies In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries.
December 31, 2025 Current assets $ 2,634,832 Non-current assets 2,587,673 Current liabilities 1,903,852 Non-current liabilities 723,302 Year Ended December 31, 2025 Total revenues $ 760,315 Operating income 72,555 Net income 53,338 Net income attributable to Bristow Group Inc. 53,211 Contingencies In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries.
If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations. 48 We have no near-term debt maturities, other than the current portion of long-term debt of $18.6 million, and believe that our cash flows from operations and other sources of liquidity will continue to be sufficient in fulfilling our capital requirements and other obligations.
If cash held by non-U.S. operations is required for funding operations in the U.S., we may make a provision for additional taxes in connection with repatriating this cash, which is not expected to have a significant impact on our results of operations.
Changes in tax laws, regulations, agreements, tax treaties and foreign currency exchange restrictions or our level of operations or profitability in each jurisdiction would impact our tax liability in any given year. We may recognize foreign tax credits available to us to offset the U.S. income taxes due on income earned from foreign sources.
Changes in tax laws, regulations, agreements, tax treaties and foreign currency exchange restrictions or our level of operations or profitability in each jurisdiction would impact our tax liability in any given year. We maintain reserves for estimated income tax exposures in jurisdictions of operation.
Any valuation deficits are funded by contributions by BHL and BIAGL. The timing of the funding is dependent on actuarial valuations and resulting negotiations with the plan trustees.
Any valuation deficits are funded by contributions by BHL and BIAGL. The timing of the funding is dependent on actuarial valuations and resulting negotiations with the plan trustees. The employer contributions for the defined benefit pension plans for the years ended December 31, 2025, 2024 and 2023 were $3.6 million, $11.3 million and $14.3 million, respectively.
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view on the future realization of deferred tax assets.
If we are unable to benefit from our deferred tax assets, valuation allowances will be established following the “more-likely-than-not” criteria. 52 Table of Contents As of each reporting date, management considers new evidence, both positive and negative, that could affect its view on the future realization of deferred tax assets.
During the Current Year, the Company sold or otherwise disposed of 13 helicopters and various other assets, resulting in net losses of $1.0 million, compared to $1.1 million of net gains in the Prior Year primarily due to the sale of eight helicopters and disposal of various other assets. Interest expense, net.
During the Prior Year, the Company sold or otherwise disposed of 13 helicopters and various other assets, resulting in net losses of $1.0 million. 47 Table of Contents Interest expense, net Interest expense, net was $2.3 million higher in the Current Year primarily due to higher interest rates and accelerated amortization expense related to early debt repayments offset by higher capitalized interest on new aircraft under construction.
As of December 31, 2024, our total debt balance, net of deferred financing fees, was $689.8 million and was primarily comprised of the 6.875% Senior Notes due in March 2028 and the UKSAR Debt and IRCG Debt maturing in March 2036 and June 2031, respectively.
As of December 31, 2025, we had no near-term debt maturities, other than the current portion of long-term debt of $27.9 million, and our total debt balance, net of deferred financing fees, was $671.5 million, which was comprised of the 6.875% Senior Notes that were set to mature in March 2028, the UKSAR Debt maturing in March 2036, and the IRCG Debt maturing in June 2031.
Working capital uses of $0.7 million in the Current Year were primarily due to increases in inventory to support new contracts and to mitigate risks related 47 to supply chain constraints and the timing of payments to vendors.
Working capital uses of $23.1 million in the Current Year primarily resulted from increases in inventory to support new contracts and to mitigate risks related to supply chain constraints and an increase in other assets primarily related to start-up costs for new Government Services contracts.
The timing of entering or exiting third-party PBH programs and the timing of vendor credits may create variation in our operating expenses between comparative periods. For aircraft that are not on PBH programs, maintenance and repair costs, including major aircraft component overhaul costs, are recognized in the period they are incurred.
For aircraft that are not covered by PBH programs, maintenance and repair costs, including major aircraft component overhaul costs, are recognized in the period they are incurred.
During the Prior Year, net cash used in investing activities was $47.3 million primarily consisting of: • Capital expenditures of $81.5 million primarily related to payments for aircraft, purchases of equipment and leasehold improvements, partially offset by • Proceeds of $34.2 million from the disposal of aircraft and other assets.
During the Prior Year, net cash used in investing activities was $246.0 million primarily consisting of: • Capital expenditures of $255.4 million primarily related to payments for aircraft, purchases of equipment and leasehold improvements, partially offset by • Proceeds of $9.4 million from the sale of assets. 48 Table of Contents Financing Activities During the Current Year, net cash used in financing activities was $66.0 million primarily consisting of: • Repayments of debt of $57.8 million related to the principal on secured equipment term loans, and • Share repurchases of $15.2 million, partially offset by • Proceeds from borrowings of $5.8 million, and • Exercise of stock options of $1.4 million.
Summary of Cash Flows Twelve Months Ended December 31, 2024 2023 Cash flows provided by or (used in): Operating activities $ 177,420 $ 32,037 Investing activities (245,954) (47,319) Financing activities 141,104 22,035 Effect of exchange rate changes on cash, cash equivalents and restricted cash (4,951) 13,226 Net increase in cash, cash equivalents and restricted cash $ 67,619 $ 19,979 Operating Activities Cash flows provided by operating activities were $145.4 million higher in the Current Year primarily due to an increase in operating income and an improvement in working capital.
Summary of Cash Flows Year Ended December 31, 2025 2024 Cash flows provided by or (used in): Operating activities $ 198,406 $ 177,420 Investing activities (87,327) (245,954) Financing activities (66,045) 141,104 Operating Activities Cash flows provided by operating activities were $21.0 million higher in the Current Year primarily due to an increase in operating income partially offset by an increase in net working capital uses.
Over the past few years, we have experienced growth from notable awards of government services contracts, and the investments we are making to grow and diversify our leading government services business are expected to result in attractive long-term cash flow yields for the Company well into the middle of the next decade.
However, any further exacerbation of the supply chain issues could offset a portion of the benefits we expect to derive, primarily through the application of customer-levied penalties or lost opportunities, while relief or return to pre-pandemic supply chain conditions can positively influence our results. 43 Table of Contents Government Services Over the past few years, we have experienced growth from notable awards of Government Services contracts, and the investments we are making to grow and diversify our leading Government Services business are expected to result in attractive long-term cash flow yields for the Company well into the middle of the next decade, as the duration of our Government Services contracts generally last for ten or more years with options for extensions.
Dry leasing, albeit a smaller portion of our Other Services, is expected to continue providing cash flows without significant operating or capital requirements. Components of Revenues and Expenses We derive our revenues primarily from providing aviation services, and our profits depend on our cost of capital, the acquisition costs of aircraft, our operating costs and our reputation.
Components of Revenues and Expenses We derive our revenues primarily from providing aviation services, and our profits depend on our cost of capital, the acquisition costs of aircraft, our operating costs, market conditions, customer demand and our ability to win and negotiate profitable contracts.
The long lead times, coupled with at or near full utilization of relevant aircraft models, come at a time when we have only reset a portion of our Offshore Energy Services contracts at leading-edge rates, with the majority set to renew in late 2025 and 2026.
The limited available capacity in our markets at this time has resulted in significant net increases in leading-edge rates, and the current utilization levels combined with longer lead times for new builds comes at a time when we have reset only a portion of our Offshore Energy Services contracts at leading-edge rates, with approximately half set to renew in 2026.
Other Services has experienced growth in recent years from charter revenues in Australia, and we observed higher yields in scheduled passenger transport throughout the year. Performance for this market is largely tied to passenger demand in Northern and Western Australia. We believe the financial performance of this business 41 will remain consistent with at or near current levels of activity.
We believe that we are well positioned to continue to serve the government services market as more opportunities arise. Other Services Other Services has experienced growth in recent years from charter revenues and increased passenger activity in Australia. Performance for this market is largely tied to passenger demand in Northern and Western Australia.
Liquidity and Capital Resources General Our ongoing liquidity requirements arise primarily from working capital needs, meeting our capital commitments (including the purchase of aircraft and other equipment) and the payment of debt service obligations. In addition, we may use our liquidity to fund acquisitions, repurchase stock or debt securities or make other investments.
Our primary uses of liquidity include working capital needs to fund operations, meeting our capital commitments and growth expenditure plans (including the purchase of aircraft, property and other equipment), the repurchase of shares or debt securities, payment of debt service obligations and executing on our other capital allocation targets.
Our long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for working capital, debt service, capital expenditures and a reasonable return on investment. As of December 31, 2024, we had $247.5 million of unrestricted cash and $64.0 million of remaining availability under our ABL Facility for total liquidity of $311.5 million.
Our long-term liquidity is dependent upon our ability to generate operating profits sufficient to meet our requirements for operations, debt service, capital expenditures and a reasonable return on investment. Contractual Obligations and Commercial Commitments We have various contractual obligations that are recorded as liabilities on our consolidated balance sheets.
These increases in operating expenses were partially offset by lower general and administrative expenses of $3.1 million in the Current Year, primarily due to lower professional services fees, and lower depreciation and amortization expense of $1.4 million.
Operating income was $33.4 million higher in the Current Year primarily due to the higher revenues coupled with lower general and administrative expenses of $5.9 million and lower operating expenses of $3.6 million, partially offset by lower earnings from unconsolidated affiliates of $0.9 million.
Operating income from Other Services was $1.7 million lower in the Current Year primarily due to higher operating costs in fixed wing services of $12.7 million due to increased subcontractor costs, training and fuel expenses. Depreciation and amortization was $1.6 million higher than the Prior Year. 44 Corporate.
Operating income from Other Services was $3.9 million lower primarily due to higher operating expenses of $5.9 million, offsetting the higher revenues of $0.8 million and lower depreciation and amortization expenses of $1.0 million.
As of December 31, 2024, aggregate undiscounted future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, were as follows (in thousands): Aircraft Other Total Twelve months ended December 31, 2025 $ 81,383 $ 11,508 $ 92,891 2026 70,915 8,869 79,784 2027 50,727 5,963 56,690 2028 34,088 4,760 38,848 2029 13,329 2,593 15,922 Thereafter 18,971 7,264 26,235 $ 269,413 $ 40,957 $ 310,370 Pension Obligations We operate two defined benefit pension plans related to BHL and Bristow International Aviation (Guernsey) Limited (“BIAGL”).
As of December 31, 2025, aggregate undiscounted future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, were as follows (in thousands): Aircraft Other Total Year Ended December 31, 2026 $ 79,087 $ 11,253 $ 90,340 2027 60,835 8,017 68,852 2028 44,542 6,650 51,192 2029 25,880 4,410 30,290 2030 18,744 1,945 20,689 Thereafter 52,720 8,969 61,689 $ 281,808 $ 41,244 $ 323,052 Pension Obligations We operate two defined benefit pension plans related to BHL and Bristow International Aviation (Guernsey) Limited (“BIAGL”).
In addition to lower revenues, operating income was also impacted by higher personnel costs of $6.8 million primarily due to the finalization of a labor agreement in the UK and higher other operating costs of $1.6 million due to the commencement of the IRCG and UKSAR2G contracts.
Operating income was $16.0 million lower primarily due to higher expenses attributable to the commencement of new contracts in Ireland and the UK, partially offset by the higher revenues.
While there are headwinds that impact our business, including supply chain challenges and a strong U.S. dollar, the dynamics that continue to support the positive outlook for our sector differ from those of other oilfield services companies in key ways.
While drilling and exploration activity is likely amidst a mid-cycle activity plateau that may persist for much of 2026, many energy analysts expect exploration activity to increase in late 2026 and beyond. Fortunately, the dynamics that continue to support the positive outlook for our sector differ from those of other oilfield services companies in key ways.
Fuel costs were $1.4 million lower due to lower global fuel prices, and repairs and maintenance costs were $1.0 million lower primarily due to decreased activity. Other Services. Revenues from Other Services were $12.6 million higher in the Current Year primarily due to higher utilization and increased rates.
The decrease in general and administrative expenses was primarily due to lower professional services fees, insurance and lease costs. Repairs and maintenance costs were $34.0 million lower primarily due to higher vendor credits. Fuel costs were $6.5 million lower due to lower global fuel prices and decreased flight hours in Europe.
Other expense, net of $9.9 million in twelve months ended December 31, 2023 primarily resulted from foreign exchange losses of $10.7 million, partially offset by a favorable interest adjustment to the Company’s pension liability of $0.4 million.
Other expense, net of $1.9 million in the Prior Year primarily resulted from foreign exchange losses of $8.9 million, partially offset by insurance recoveries of $4.5 million and pension-related income of $2.5 million.
The employer contributions for the defined benefit pension plans for the twelve months ended December 31, 2024, twelve months ended December 31, 2023 and nine months ended December 31, 2022 were $5.0 million, $15.7 million and $11.1 million, respectively. Selected Financial Information on Guarantors of Securities On February 25, 2021, the Company issued its 6.875% Senior Notes due 2028.
As of December 31, 2025, we have met the technical provisions and no further funding of the pension scheme is required. Selected Financial Information on Guarantors of Securities On February 25, 2021, the Company issued its 6.875% Senior Notes due 2028.
General and administrative expenses were $4.4 million higher primarily due to higher compensation costs. Depreciation and amortization expense was $4.1 million higher due to the addition of assets related to new contracts. Other Services. Revenues from Other Services were $9.7 million higher in the twelve months ended December 31, 2023 due to increased rates.
Additionally, general and administrative costs and depreciation and amortization expenses were $4.4 million and $3.5 million higher, respectively, primarily due to the ongoing transitions of the new Government Services contracts.
As of December 31, 2024, we had unfunded capital commitments of $202.4 million, consisting primarily of agreements to purchase eight AW189 heavy helicopters, two AW139 medium helicopters, five AW169 light twin helicopters and two H135 light twin helicopters.
As of December 31, 2025, we had unfunded capital commitments of $104.4 million, consisting primarily of agreements to purchase seven AW189 heavy helicopters scheduled to be delivered in 2026 and deposits for preferred delivery slots on five EL9 aircraft scheduled for delivery between 2029 and 2030 (subject to aircraft certification).
These increases were partially offset by lower revenues in the Americas of $14.8 million primarily due to the end of a contract in Guyana.
Other Services Revenues from Other Services were $0.8 million higher in the Current Year primarily due to higher activity, partially offset by lower revenues due to the conclusion of certain dry-lease contracts.
Material Cash Requirements The factors that materially affect our overall liquidity include cash from or used to fund operations, capital expenditure commitments, debt service, pension funding, adequacy of bank lines of credit and our ability to attract capital on satisfactory terms. We believe that our cash flows from operating activities will be adequate to meet our working capital requirements.
We believe that our cash flows from operations and other sources of liquidity will continue to be sufficient to meet working capital requirements, debt service obligations and capital expenditure commitments, while meeting capital allocation targets.
Operating income was $9.3 million lower primarily due to higher operating expenses of $54.5 million due to higher personnel costs of $20.4 million, other operating costs of $19.8 million, leased-in equipment costs of $6.5 million and repairs and maintenance costs of $5.9 million as a result of the new contracts.
Operating expenses were $57.9 million higher primarily due to higher subcontractor costs of $28.2 million, which are expected to subside as transitions to the new contracts conclude in 2026, higher amortization of deferred costs of $7.7 million, increased personnel costs of $15.1 million and other operating expenses of $9.4 million, partially offset by lower repairs and maintenance costs of $2.5 million primarily due to increased vendor credits.
Our primary sources of liquidity are cash balances and cash flows from operations and, from time to time, we may obtain additional liquidity through the issuance of equity or debt or other financing options or through asset sales.
As of December 31, 2025, $121.0 million remained available of the $125.0 million share purchase program authorized in February 2025. • Pay a quarterly cash dividend beginning in the first quarter of 2026, with an initial dividend payment of $0.125 per share ($0.50 per share annualized). 49 Table of Contents Material Cash Requirements Our primary sources of liquidity include unrestricted cash balances, cash flows from operations, borrowings under our ABL Facility and, from time to time, we may obtain additional liquidity through the issuance of equity, debt, other financing options or through asset sales.
Additional information on the fiscal year end change can be found in the Company’s Annual Report on Form 10-K for the twelve months ended December 31, 2023, filed with the SEC on March 6, 2024. This discussion contains forward-looking statements that involve significant risks and uncertainties.
A discussion and analysis of the financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 can be found in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.
Interest expense was $3.8 million lower in the Current Year primarily due to higher capitalized interest. Other, net. Other expense was $1.9 million in the Current Year and $10.0 million in the Prior Year primarily due to foreign exchange losses. Income tax expense.
Income tax expense Income tax expense was $14.6 million higher in the Current Year primarily due to the earnings mix of the Company’s global operations and higher earnings before tax.
Total expenses for Corporate were $2.3 million higher in the Current Year primarily due to the full-year impact of increased headcount. Gains (losses) on disposal of assets.
Corporate Total operating losses for Corporate were $12.7 million lower than the Prior Year primarily due to increased gains on disposal of assets. During the Current Year, the Company sold or otherwise disposed of four AW139 medium helicopters, one S92 heavy helicopter and other assets, resulting in net gains of $11.8 million.
To support our capital expenditure program and/or other liquidity requirements, we may use any combination of operating cash flows, unrestricted cash balances, borrowings under our ABL Facility, proceeds from sales of assets, proceeds from debt or equity issuances, or other financing options. As of December 31, 2024, approximately 74% of our total cash balance was held outside the U.S.
Liquidity and Capital Resources General As of December 31, 2025, we had $286.2 million of unrestricted cash and $60.7 million of remaining availability under our ABL Facility for total liquidity of $346.9 million. As of December 31, 2025, approximately 65% of our total cash balance was held outside the U.S.
Severe supply chain challenges have also delayed parts and repairs for the S92 heavy helicopters, thereby limiting the number of S92s that are serviceable today and further tightening the overall supply; while this has helped raise rates to some extent, there is now unmet lift demand that serviceable S92s could absorb.
In addition to longer delivery lead times, there are fewer helicopter manufacturers building certified, relevant models for our operating segments compared to just a decade ago. Severe supply chain challenges have also delayed parts and repairs for relevant offshore helicopter models, thereby, at times, limiting the number of aircraft that are serviceable and further tightening the overall supply.
Removed
Also included is a discussion and analysis of our financial condition 39 Table of Contents and results of operations for the twelve months ended December 31, 2023 and 2022.
Added
Recent Developments Initiation of Quarterly Dividend Program On February 25, 2026, Bristow launched its quarterly cash dividend program and declared a dividend of $0.125 per share of its common stock. The cash dividend will be paid on March 26, 2026 to shareholders of record at the close of business on March 13, 2026.
Removed
Due to our fiscal year transition from March 31 to December 31 that was applied on a prospective basis in December 2022, the discussion of the financial condition and results of operations for the comparative twelve months ended December 31, 2022, is reflected on an unaudited pro forma basis.
Added
See Part II, Item 5 in this Annual Report on Form 10-K for additional details on the Company’s dividend policy. Irish Coast Guard Contract Transition On February 1, 2026, Bristow’s last Irish SAR base went live at Waterford Airport, in south-east Ireland.
Removed
Recent Developments Capital Allocation In February 2025, we announced a new capital allocation framework with key priorities that include: (i) protect and maintain a strong balance sheet and liquidity position; (ii) pursue high impact, high return growth opportunities; and (iii) return capital to shareholders via opportunistic share repurchases and initiate quarterly dividend payments in 2026.
Added
Bristow will provide critical, life saving, day and night-time operations in Ireland, delivering nationwide all-weather 24-hour coverage, 365 days a year. The 10-year, ~€670 million IRCG contract includes the use of six specialized SAR-configured AW189 helicopters equipped with the latest evolution of mission systems along with two specialized fixed-wing aircraft providing operational support for search and rescue and environmental monitoring.
Removed
Understanding that the Offshore Energy Services segment is inherently volatile, the Company recognizes the importance of maintaining a strong balance sheet that can withstand challenging market down cycles. As such, Bristow intends to pay down debt to a balance of approximately $500 million gross debt by the end of 2026.
Added
Closing of $500 Million Senior Secured Notes and Extension of ABL Facility In January 2026, Bristow closed a private offering of $500 million aggregate principal amount of 6.750% Senior Secured Notes due 2033 (the “6.750% Senior Notes”), which were issued at par and bear interest payable semiannually.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur primary foreign currency exposure is to the British pound sterling, the European Union euro, the Australian dollar, the Norwegian kroner, the Nigerian naira and the Brazilian real. 53 The value of these currencies has fluctuated relative to the U.S. dollar for the periods reflected in the table as follows: Twelve Months Ended December 31, 2024 2023 One British pound sterling into U.S. dollars High 1.34 1.31 Average 1.28 1.24 Low 1.23 1.18 At period-end 1.25 1.27 One European euro into U.S. dollars High 1.12 1.12 Average 1.08 1.08 Low 1.04 1.05 At period-end 1.04 1.10 One Australian dollar into U.S. dollars High 0.69 0.71 Average 0.66 0.66 Low 0.62 0.63 At period-end 0.62 0.68 One Norwegian kroner into U.S. dollars High 0.0985 0.1020 Average 0.0930 0.0948 Low 0.0877 0.0891 At period-end 0.0881 0.0985 One Nigerian naira into U.S. dollars High 0.0012 0.0022 Average 0.0007 0.0017 Low 0.0006 0.0011 At period-end 0.0007 0.0011 One Brazilian real into U.S. dollars High 0.2062 0.2118 Average 0.1863 0.2004 Low 0.1607 0.1833 At period-end 0.1619 0.2059 ______________________ Source: FactSet Cash Flow Hedges of Forecasted Foreign Currency Transactions We may enter into foreign currency forward contracts to hedge certain foreign currency cash flow exposures.
Biggest changeOur primary foreign currency exposure is to the British pound sterling, the European Union euro, the Australian dollar, the Norwegian kroner, the Nigerian naira and the Brazilian real. 53 Table of Contents The value of these currencies has fluctuated relative to the U.S. dollar for the periods reflected in the table as follows: Year Ended December 31, 2025 2024 One British pound sterling into U.S. dollars High 1.37 1.34 Average 1.32 1.28 Low 1.22 1.23 At period-end 1.35 1.25 One European euro into U.S. dollars High 1.19 1.12 Average 1.13 1.08 Low 1.02 1.04 At period-end 1.17 1.04 One Australian dollar into U.S. dollars High 0.67 0.69 Average 0.64 0.66 Low 0.60 0.62 At period-end 0.67 0.62 One Norwegian kroner into U.S. dollars High 0.1023 0.0985 Average 0.0964 0.0930 Low 0.0870 0.0877 At period-end 0.0991 0.0881 One Nigerian naira into U.S. dollars High 0.0007 0.0012 Average 0.0007 0.0007 Low 0.0006 0.0006 At period-end 0.0007 0.0007 One Brazilian real into U.S. dollars High 0.1896 0.2062 Average 0.1791 0.1863 Low 0.1616 0.1607 At period-end 0.1825 0.1619 ______________________ Source: FactSet Interest Rate Risk We are subject to market risk from exposure to changes in interest rates on borrowings under our long-term debts.
The most significant items revalued are denominated in U.S. dollars on entities with British pound sterling functional currencies and denominated in British pound sterling on entities with U.S. dollar functional currencies, with transaction gains or losses primarily resulting from the strengthening or weakening of the U.S. dollar versus those other currencies.
The most significant items revalued are denominated in U.S. dollars on entities with British pound sterling functional currencies and denominated in British pound sterling on entities with U.S. dollar functional currencies, with transaction gains or losses primarily resulting from the strengthening or weakening of the U.S. dollar versus the British pound sterling.
These hedges reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. As December 31, 2024, our cash flow hedge contracts had maturities of 12 months or less.
These hedges reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. As of December 31, 2025, our cash flow hedge contracts had maturities of 6 months or less.
We enter into these foreign currency forward contracts to hedge forecasted transactions in the normal course of business and accordingly, they are not speculative in nature. See Note 8 to the consolidated financial statements for details regarding our derivative financial instruments.
We enter into these forward contracts to hedge forecasted transactions in the normal course of business and accordingly, they are not speculative in nature. See Note 8 to the consolidated financial statements for details regarding our derivative financial instruments. Foreign Currency Risk Through our foreign operations we are exposed to currency fluctuations and exchange rate risks.
This risk arises primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk, and interest rates. Foreign Currency Risk Through our foreign operations we are exposed to currency fluctuations and exchange rate risks.
This risk arises primarily as a result of potential changes in the fair market value of financial instruments that would result from adverse fluctuations in foreign currency exchange rates, credit risk, and interest rates. Cash Flow Hedges of Forecasted Foreign Currency Transactions We may enter into forward contracts to hedge certain foreign currency cash flow exposures.
Transaction gains and losses represent the revaluation of monetary assets and liabilities from the currency that will ultimately be settled into the functional currency of the legal entity holding the asset or liability.
We attempt to minimize our exposure to this risk by contracting the majority of our services in U.S. dollars, when possible. Transaction gains and losses represent the revaluation of monetary assets and liabilities from the currency that will ultimately be settled into the functional currency of the legal entity holding the asset or liability.
Interest Rate Risk We are subject to market risk from exposure to changes in interest rates on borrowings under our long-term debts. Borrowings under the UKSAR Debt bear an interest rate equal to Sterling Overnight Index Average plus 2.75% per annum and our Amended ABL Facility at the applicable margin plus Secured Overnight Financing 54 Rate.
Borrowings under the UKSAR Debt bear an interest rate equal to Sterling Overnight Index Average plus 2.75% per annum and our Amended ABL Facility at the applicable margin plus Secured Overnight Financing Rate. Borrowings under the IRCG Debt bear an interest rate equal to the Euro Interbank Offered Rate plus 1.95% per annum.
Based on borrowings outstanding as of December 31, 2024, a 10% change in floating interest rates would have minimal financial impacts.
Fluctuations in our variable interest rate on our current or future borrowings could affect our financial condition, results of operations, or liquidity. Based on borrowings outstanding as of December 31, 2025, a 10% change in floating interest rates would have minimal financial impacts.
Other, net, in the Company’s consolidated statements of operations includes foreign currency transaction gains and losses. Earnings from unconsolidated affiliates, net of losses, are also affected by the impact of changes in foreign currency exchange rates on the reported results of the Company’s unconsolidated affiliates.
Other, net, in the Company’s consolidated statements of operations includes foreign currency transaction gains and losses.
Removed
We attempt to minimize our exposure to this risk by contracting the majority of our services, other than North Sea operations, in U.S. dollars.
Removed
From time to time, we enter into foreign currency forward and option contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures; however, these financial instruments are not used for trading or speculative purposes. All derivatives are recognized as assets or liabilities and measured at fair value. We designate these derivatives as cash flow hedges.
Removed
Borrowings under the IRCG Debt bear an interest rate equal to the Euro Interbank Offered Rate plus 1.95% per annum. Fluctuations in our variable interest rate on our current or future borrowings could affect our financial condition, results of operations, or liquidity.

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