Bristow Group Inc.

Note 1. BASIS OF PRESENTATION, CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. Unless the context otherwise indicates, references herein to the “Company” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries.

The consolidated financial information for the years ended December 31, 2025, 2024 and 2023 has been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) on this Annual Report on Form 10-K.

Summary of Significant Accounting Policies

Basis of Consolidation

The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.

Accounting Estimates

The preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the consolidated statements of operations and comprehensive income, the consolidated balance sheets, the consolidated statements of changes in stockholders’ equity and the consolidated statements of cash flows. Actual results could differ from those estimates and those differences may be material.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Restricted Cash

The Company considers amounts deposited in escrow accounts at the end of each period as restricted cash. The Company’s restricted cash balances typically include certain payroll taxes for employee salaries in certain jurisdictions as outlined by local requirements and are shown as a separate line item in the consolidated balance sheets.

Trade Receivables and Current Expected Credit Losses

The Company’s customers are primarily major integrated, national and independent offshore energy companies and government agencies. The Company designates trade receivables as a single pool of assets based on their short-term nature, similar customer base and risk characteristics. Customers are typically granted credit on a short-term basis, and related credit risks are considered minimal. The Company conducts periodic quantitative and qualitative analysis on historic customer payment trends, customer credit ratings and foreseeable economic conditions. Historically, losses on trade receivables have been immaterial and uncorrelated to each other. Based on these analyses, the Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case-by-case basis. When collection efforts have been exhausted, trade receivables and the associated allowance for doubtful accounts are removed from accounts receivable.

The Company routinely reviews its trade receivables and makes provisions for expected credit losses; however, such provisions are estimates and actual results could differ from those estimates and those differences may be material.

The provision for credit losses for the periods reflected below were as follows (in thousands):

Inventories

Inventories consist primarily of spare parts utilized for maintaining the Company’s global fleet of aircraft and are stated at average cost, net of allowances for excess and obsolete inventory. The Company establishes an allowance to accrue for the retirement of the cost of spare parts expected to be on hand at the end of a fleet’s life over the service lives of the related equipment, taking into account the estimated salvage value of the parts.

As of December 31, 2025 and 2024, the inventory allowances for the periods reflected below were as follows (in thousands):

Property and equipment

Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to helicopters, the estimated useful life is typically based upon a newly-built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life. The Company reviews the estimated useful lives and salvage values of its property and equipment on an ongoing basis for any changes in estimates.

As of December 31, 2025, the estimated useful life (in years) of the Company’s categories of new property and equipment was as follows:

The Company performs an impairment analysis on long-lived assets used in operations when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company’s long-lived assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If an impairment is indicated for the asset group classified as held and used, an impairment evaluation will be performed. Asset impairment evaluations are based on estimated undiscounted cash flows over the remaining useful life for the assets being evaluated. If the sum of the expected future cash flows is less than the carrying amount of the asset group, the Company would be required to recognize an impairment loss.

For aircraft types that are still operating where management has made the decision to sell or abandon the aircraft type at a fixed date, an analysis is completed to determine whether depreciation needs to be accelerated or additional depreciation recorded for an expected reduction in residual value at the planned disposal date.

Investment in Unconsolidated Affiliates

The Company uses a measurement alternative approach for equity investments without readily determinable fair values. The alternative method measures equity investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions in a similar investment of the same issuer. The Company performs regular reviews of each unconsolidated affiliate investee’s financial condition, the business outlook for its products and services and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties raising capital to continue operations, the investment is written down to fair value.

Leases

The Company recognizes a right-of-use (“ROU”) asset and a lease liability on its consolidated balance sheets for leases under which it is the lessee, after applying the short-term lease exemption. Operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For the applied discount rate, the Company uses its incremental borrowing rate based on information available at commencement date if the rate implicit in the lease cannot be readily determined.

Contract Fulfillment Costs

Costs to fulfill a contract with a customer incurred in advance of the commencement of a new contract are recognized as an asset and amortized on a straight-line basis over the life of the contract if the costs are directly related to the new contract, the costs are specifically identifiable, the costs generate or enhance resources of the entity and are expected to be recovered by the Company. These deferred contract costs are included in other long-term assets with the portion scheduled for amortization within the next year reflected in prepaid expenses and other current assets on the consolidated balance sheets. The amortization expense is recognized in other operating expense on the consolidated statements of operations.

As of December 31, 2025 and 2024, deferred costs were $84.4 million and $34.2 million, respectively. During the years ended December 31, 2025, 2024, and 2023 the Company recognized $11.4 million, $3.6 million, and $2.5 million, respectively, of amortization related to these deferred contract costs.

Intangible Assets

Intangible assets with finite useful lives are amortized over their estimated useful lives. Finite lived intangible assets are reviewed for impairment when indicators of impairment are present. Indicators of impairment for finite lived intangible assets are the same as those for impairment of long-lived assets. For finite lived intangible assets, an impairment loss is recognized if the carrying amount of the asset exceeds the undiscounted cash flows projected to be generated by the asset. If the finite lived intangible asset is impaired, then the amount of the impairment is calculated as the excess of the asset’s carrying amount over its fair value. After an impairment loss is recognized, the adjusted carrying amount of the intangible asset will be its new accounting basis and the useful life of that asset will be reevaluated.

Contingencies

The Company establishes reserves for estimated loss contingencies when it believes a loss is probable and the amount of the loss can be reasonably estimated. The Company’s contingent liability reserves relate primarily to potential tax assessments, litigation, personal injury claims and environmental liabilities and are adjusted as a result of changes in facts or circumstances that become known or changes in previous assumptions with respect to the likelihood or amount of loss. Such revisions are based on information that becomes known or circumstances that change after the reporting date for the previous period through the reporting date of the current year. Should the outcome differ from the Company’s assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required to be recognized. Legal costs related to contingent liabilities are expensed as incurred.

Deferred Financing Costs

Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest method.

Pension Benefits

The Company bases its determination of pension expense on the fair value of plan assets and an amortization approach for assessed gains and losses that reduces year-to-year volatility. This approach recognizes investment and other actuarial gains or losses over the average remaining lifetime of the plan members. Investment gains or losses for this purpose are the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets. See Note 14 for additional details on the Company’s accounting for pension benefits.

Derivative Financial Instruments

The Company records changes in fair value of derivatives designated as cash flow hedges in accumulated other comprehensive income in its consolidated balance sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, the Company reclassifies the related gain or loss on the cash flow hedges to earnings. The Company evaluates hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, it will reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income to earnings.

Revenue Recognition

Revenues are recognized over time as the contracted aviation services are performed for a customer, when the transaction price is determined, and collection has occurred or is probable of occurring. A majority of the Company’s revenues are generated throughtwo types of contracts: helicopter services and fixed wing services. The Company typically invoices customers on a monthly basis, and the term between invoicing and when the payment is due is typically between 30 and 60 days for helicopter services and fixed wing charter customers. Payment is made at the point of sale for fixed wing regular passenger transport customers. Deferred revenues are primarily generated from advanced payments from helicopter services customers and by fixed wing services where customers pay for tickets in advance of receiving the Company’s services.

Helicopter services — Revenues from helicopter services are recognized over time based on contractual rates as the helicopter services are performed. Revenues are primarily derived from fixed-term contracts which typically have original terms ofone tofive years for Offshore Energy Services contracts and up toten years for Government Services contracts (subject to provisions permitting customers the option to extend and/or terminate. Such terms vary from contract-to-contract). The charges under these contracts generally include a two-tier structure consisting of a fixed monthly rate for the right to a particular model of aircraft plus an incremental charge. Rates for these incremental charges vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. Occasionally, the Company may provide helicopter services on an “ad-hoc” basis on short duration contracts where revenues are recognized as services are provided under the agreed upon terms.

Fixed wing services — The Company provides fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) and charter services. Revenues are recognized as service is provided or in the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Both chartered and scheduled airline service revenues are recognized net of passenger taxes and discounts.

Maintenance and Repairs

The Company generally charges maintenance and repair costs, including major helicopter component overhaul costs, to earnings as the costs are incurred. However, certain helicopter components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as power-by-the-hour (“PBH”) maintenance agreements. Under these agreements, the Company is charged an agreed amount per hour of flying time related to maintenance, repair and overhaul of the parts and components covered. The costs charged under these contractual agreements are recognized in the period in which the flight hours occur.

In the event the Company places a helicopter in a PBH program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. This buy-in charge is normally recorded as a prepaid expense and amortized as repairs and maintenance operating expense over the remaining PBH contract period. From time to time, the Company receives credits from its original equipment manufacturers. The Company records these credits as a reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchases or services, unless the credit represents a sales incentive offered to customers by the manufacturer, in which case it is recorded as a reduction in the cost of the aircraft.

The cost of certain major overhauls on owned fixed-wing aircraft are capitalized when incurred and depreciated over the period until the next expected major overhaul. The cost of major overhauls on leased fixed-wing aircraft are charged to operating expense when incurred.

Share-Based Compensation

The grant date fair value of share-based awards granted to employees is recognized as an employee compensation expense over the requisite service period on a straight-line basis. The amount of compensation expense ultimately recognized is based on the number of awards that meet the vesting conditions at the vesting date. The Company grants non-performance based restricted stock units and performance stock units (“PSUs”) based on non-market performance such as Cash Return on Invested Capital (“ROIC”). For both types of awards fair values are derived at grant date using the Company’s closing stock price on the day the awards are granted and they vest over athree year period. The Company also grants market-based PSUs such as Relative Total Stock Return (“TSR”) awards, for which the grant date fair values are determined under a Monte Carlo Simulation in a risk-neutral framework using Geometric Brownian Motion and which vest on a cliff-basis, after three years, subject to certain stock price performance targets. The Company utilizes the Black-Scholes option valuation model for estimating the fair value of its stock options and these stock options either vest on a cliff-basis after three years or in equal parts over four years, depending on the award agreement terms.

Foreign Currency Transactions

The reporting currency for all of the Company’s foreign entities under U.S. GAAP is the U.S. dollar. Financial statements of subsidiaries with a functional currency different from the Company’s U.S. dollar reporting currency are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, with translation adjustments for assets and liabilities reflected in equity. The functional currency for a majority of the Company’s subsidiaries outside of the U.S. is the local currency. From time to time, the Company and its subsidiaries enter into transactions denominated in currencies other than their functional currencies. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in other, net in the Company’s consolidated statements of operations in the period which the currency exchange rates change. During the year ended December 31, 2025, the Company recognized foreign currency exchange gains of $22.5 million. During the years ended December 31, 2024 and 2023, the Company recognized foreign currency exchange losses of $8.9 million, and $10.7 million, respectively.

Under U.S. GAAP, an economy is considered highly inflationary if the cumulative inflation rate for a three-year period meets or exceeds 100 percent. If a foreign entity is considered to be in a highly inflationary economy, the financial statements of that entity are remeasured as though the functional currency were the reporting currency. The three-year cumulative inflation rate for Nigeria exceeded 100 percent as of September 30, 2024. Therefore, effective October 1, 2024, the Company began accounting for its Nigerian entity as a foreign entity operating in a country with a highly inflationary economy. Upon making the change in functional currency, the translated amounts for non-monetary assets and liabilities as of September 30, 2024 became the accounting basis for those balances. Translation adjustments for periods prior to October 1, 2024 will remain in equity. Going forward, monetary assets and liabilities denominated in the Nigerian naira are remeasured into U.S. dollars each reporting period, with remeasurement gains and losses recognized in other, net in the Company’s consolidated statements of operations.

Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amount and tax basis of the Company’s assets and liabilities and measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. The Company records a valuation allowance when it believes that it is more-likely-than-not that any deferred income tax asset created will not be realized.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined as not applicable to the Company’s consolidated financial position or result of operations.

In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), requiring a footnote disclosure about specific expenses by requiring public business entities to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes purchases of inventory, employee compensation, depreciation and intangible asset amortization. The tabular disclosure would also include certain other expenses, when applicable. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027 (as amended in the FASB update in January 2025 in ASU 2025-01). The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The purpose of ASU 2023-09 is to enhance the transparency and decision usefulness of income tax disclosures to investors and other allocators of capital. The objectives of the amendment is to provide information to better assess how an entity’s operations and related tax risk and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The Company adopted this ASU on a prospective basis beginning with this Annual Report on Form 10-K. See Note 12 — Income Taxes in this Annual Report on Form 10-K for the added disclosures.

Note 2. PROPERTY AND EQUIPMENT

The following table presents details on the major classes of property and equipment as of (in thousands):

During the years ended December 31, 2025, 2024 and 2023, the Company recognized depreciation expense of $61.0 million, $59.0 million and $61.9 million, respectively.

Note 3. REVENUES

Revenue Recognition

The Company’s customers are primarily major integrated, national and independent offshore energy companies and government agencies. Revenues are generally recognized when the Company satisfies its performance obligations by providing aviation services to its customers in exchange for consideration. The Company disaggregates its revenues by operating segment.

Revenues by Segment. Revenues earned by each segment for the periods reflected in the table below were as follows (in thousands):

Deferred revenues are primarily generated by advanced payments from offshore energy companies and government agencies and fixed wing services where customers pay for tickets in advance of receiving the Company’s service. The Company’s current deferred revenues are recorded under current liabilities, and the Company’s long-term deferred revenues are recorded in other liabilities and deferred credits on the consolidated balance sheets.

The Company’s deferred revenues were as follows (in thousands):

During the years ended December 31, 2025 and 2024, revenues recognized that had previously been deferred were $10.1 million and $13.9 million, respectively. The Company’s short-term deferred revenues balance as of December 31, 2025, is expected to be recognized as revenues in the next twelve months. As of December 31, 2025, the Company anticipates recognizing long-term deferred revenues of approximately $11.2 million in 2027, $5.9 million in 2028, $2.6 million in 2029, $2.6 million in 2030 and $9.2 million thereafter.

Note 4. VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES

A variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If the Company determines that it has operating power and the obligation to absorb losses or receive benefits, it will consolidate the VIE as the primary beneficiary. If not, the Company will not consolidate the VIE. This determination for U.S. GAAP purposes does not replace or substitute the control determination for any of our consolidated VIEs which is required to be conducted pursuant to the jurisdictional requirements where the VIE is incorporated.

As of December 31, 2025, the Company had interests inseven VIEs of which the Company was the primary beneficiary. The Company determined it was the primary beneficiary based on the VIE model under the FASB Accounting Standards Codification (“ASC”) Topic 810 - Consolidation, as it has the power to direct the most significant activities impacting the economic performance of each of theseven VIEs. For example, Bristow has the ability to determine how capital is deployed through the provision of assets and loan agreements that provide funding, the timing and terms of payments and other transactions between these entities and Bristow as well as financial operating decisions, asset maintenance cycles, and decisions on leases for each VIE. Additionally, through its equity ownership of each of the VIEs, the Company has the obligation to absorb the losses of each VIE and the right to receive residual returns for each of the VIEs, in each case that could potentially be significant to the applicable VIE. The Company had no interests in VIEs of which the Company was not the primary beneficiary.

BNAS Holdings Company Limited (“BNAS”) — BNAS is a legal entity in the Republic of Ireland owned by Bristow Helicopters Limited (“BHL”) as a 49% shareholder and 51% by a European Union national. BHL provided a loan to BNAS, which in turn acquired 100% of the share capital of Bristow Norway A/S, a company that provides aviation services to the offshore energy industry in Norway. The financial information for this VIE is aggregated within the summary financial information table below.

Bristow Aviation Holdings Limited (“Bristow Aviation”) — The Company owns common and preferred shares in Bristow Aviation. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in BHL. As of December 31, 2025, the Company and Impigra (as defined below) held approximately 49% and 51%, respectively, of Bristow Aviation voting shares. A number of the subsidiaries of Bristow Aviation provide aviation services to customers primarily in Australia, Nigeria, Norway, Trinidad and Tobago and the UK. Bristow Aviation’s subsidiaries include BNAS, BHNL, PAAN and YII Energy (as defined below), and it eliminates all transactions among and between these VIEs when presenting consolidated financial statements.

Bristow EU Holdco B.V. (“BEU”) — BEU is a legal entity in the Netherlands to provide services in certain European Union jurisdictions. BEU is 49% owned by the Company and 51% owned by a European Union national.

Bristow Helicopters (Nigeria) Limited (“BHNL”) — BHNL is a joint venture that provides aviation services to customers in Nigeria, in which BHL owns a 48% interest. YII Energy (as defined below), a Nigerian company owned 100% by Nigerian citizens, owns a 50% interest and an employee trust fund owns the remaining 2% interest.

Impigra Aviation Holdings Limited (“Impigra”)— Impigra is a British company owned 100% by UK Bristow employees and holds approximately 51% of the voting shares of Bristow Aviation. The assets and liabilities of Impigra consist primarily of intercompany balances, including loans, which are eliminated in consolidation.

Pan African Airlines (Nigeria) Limited (“PAAN”) — PAAN is a joint venture in Nigeria with local partners in which the Company owns an interest of 56.55%. PAAN provides industrial aviation services to customers in Nigeria.

YII 5668 Energy (“YII Energy”) — YII Energy is a dormant entity domiciled in Nigeria and owns a 50% interest in BHNL.

The Company eliminates all transactions among and between the VIEs listed above within its consolidated financial statements. For each of theseven VIEs, the VIE’s assets can be used for purposes other than the settlement of the VIE’s obligations and creditors of the VIEs have recourse against the general credit of the Company. Additionally, these VIEs are primarily holding companies with assets that are principally investments in other entities within the group. The Company aggregates these VIEs because no entity is individually significant to the Company, and the risks and rewards of each VIE are substantially similar to one another and to Bristow’s operations elsewhere. For example, these entities primarily exist in support of aviation services either to a broad base of offshore energy companies, to government agencies, or to both. Furthermore, they are subject to the same commodity price risks, and to a large extent, are tied to the level of offshore exploration, development and production activity by energy companies or government spending habits; aircraft availability and supply chain dynamics; and the pricing, terms and conditions of contracts are similar in nature. The following table shows summarized financial information, in aggregate, for the Company’s VIEs and their subsidiaries (in thousands):

(1)Includes Bristow Aviation subordinated unsecured loan stock (debt) bearing interest at an annual rate of 13.5% and payable semi-annually to the Company that is not eliminated at the Bristow Aviation and subsidiaries summarized financial information level, but is eliminated in consolidation at the Bristow Group Inc. level. Payment of interest on such debt has been deferred since its incurrence in 1996 at an annual rate of 13.5% and aggregated $4.6 billion as of December 31, 2024. During the year ended December 31, 2025, the Company wrote off $5.3 billion of accrued interest related to this note. All significant inter-company accounts and transactions are eliminated in consolidation and have no impact to the consolidated financial statements presented herein.

Other Significant Affiliates — Unconsolidated

The Company evaluates its unconsolidated affiliates for indicators of impairment in light of current market conditions. Changes in market conditions or contractual relationships in future periods could result in the identification of additional other-than-temporary impairment.

Cougar— The Company owns a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), an aviation services provider in Canada. Cougar’s operations are primarily focused on serving the offshore energy industry off Canada’s Atlantic coast and in the Arctic. Cougar is accounted for as an equity method investment. The Company records its share of Cougar’s financial results in earnings from unconsolidated affiliates on the consolidated statement of operations. Additionally, the Company recognizes revenues related to aircraft and facilities that it leases to Cougar and revenues associated with a Maintenance Services and Support Agreement (the “MSSA”). As of December 31, 2025 and 2024, the investment in Cougar totaled $6.6 million and $5.2 million and is included on the consolidated balance sheets in investment in unconsolidated affiliates. During the years ended December 31, 2025, 2024, and 2023, the Company recognized $1.4 million, $3.7 million and $6.8 million, respectively, related to its share of Cougar’s financial results.

PAS— The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. PAS is accounted for as a cost method investment. As of December 31, 2025 and 2024, the investment in PAS totaled $17.0 million and is included on the consolidated balance sheets in investment in unconsolidated affiliates. During the years ended December 31, 2025, 2024, and 2023 dividends received were $1.8 million, $0.4 million, and $0.3 million respectively.

Note 5. RELATED PARTY TRANSACTIONS

The Company owns a 25% voting interest and a 40% economic interest in Cougar, an aviation services provider in Canada. The remaining 75% voting interest and 60% economic interest in Cougar are owned by VIH Aviation Group Ltd. (“VIH”). Due to common ownership of Cougar, the Company considers both Cougar and VIH as related parties. The Company and VIH lease certain aircraft and facilities and from time to time purchase inventory from one another.

Revenues from and payments to related parties for the periods reflected in the table below were as follows (in thousands):

As of December 31, 2025 and 2024, receivables from related parties included in accounts receivable, net on the consolidated balance sheets were $1.3 million and $1.1 million, respectively.

Note 6. DEBT

Debt as of December 31, 2025 and 2024 consisted of the following (in thousands):

6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. As of December 31, 2025 the 6.875% Senior Notes were fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes was payable semi-annually in arrears on March 1 st and September 1 st of each year. The 6.875% Senior Notes could be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% Senior Notes contained covenants that restricted the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of its assets. In addition, upon a specified change of control trigger event, the Company was required to make an offer to repurchase each noteholder’s notes at an offer price of 101% of the aggregate principal amount, plus accrued and unpaid interest.

During each of the years ended December 31, 2025, 2024, and 2023, the Company made interest payments of $27.5 million. As of December 31, 2025 and 2024, the Company had $3.0 million and $4.4 million, respectively, of unamortized deferred financing fees associated with the 6.875% Senior Notes.

In January 2026, the Company closed a private offering of $500 million aggregate principal amount of 6.750% Senior Secured Notes due January 2033 (“6.750% Senior Notes”), which were issued at par and bear interest payable semiannually. The 6.750% Senior Notes are fully and unconditionally guaranteed on a senior secured basis by certain existing material domestic and foreign subsidiaries and secured by first‑priority liens, subject to limited exceptions, on substantially all of the Company’s and the subsidiary guarantors’ tangible and intangible assets, including certain pledged aircraft. The Company used a portion of the net proceeds to irrevocably deposit funds with the trustee under the indenture governing its 6.875% Senior Secured Notes due 2028 in an amount sufficient to redeem 6.875% Senior Secured Notes in full on March 1, 2026, resulting in the satisfaction and discharge of the indenture governing the 6.875% Senior Secured Notes upon deposit, with the remaining net proceeds to be used for general corporate purposes.

UKSAR Debt— In January 2023, the Company entered intotwo thirteen-year secured equipment financings for an aggregate amount up to £145 million with National Westminster Bank Plc as arranger, agent and security trustee (“UKSAR Debt”) and subsequently entered into a newtwelve-year secured equipment financing to upsize the UKSAR Debt by an aggregate principal amount of up to £55 million. The net proceeds from the financings of aggregate amount up to £200 million were used to refinance a previous equipment financing and to provide additional financing support to the Company’s capital commitments related to the Second Generation UK Search and Rescue (“UKSAR2G”) contract. The credit facilities bear interest at a rate equal to Sterling Overnight Index Average (“SONIA”) plus 2.75% per annum and have approximately thirteen-year terms with repayment due in quarterly installments. The Company’s obligations under the UKSAR Debt are secured by 14 Search and Rescue (“SAR”) helicopters.

During the years ended December 31, 2025, 2024, and 2023, the Company made principal payments of $57.8 million, $15.4 million and $13.0 million, respectively, related to its UKSAR Debt. Included in the 2025 principal payments were $40.1 million (£29.6 million) voluntary prepayments. During the years ended December 31, 2025, 2024, and 2023, the Company made interest payments of $14.2 million, $14.3 million and $11.4 million, respectively. As of December 31, 2025 and 2024, the Company had unamortized deferred financing fees associated with the UKSAR Debt of $6.6 million and $9.1 million, respectively.

IRCG Debt— In June 2024, the Company entered into a long-term equipment financing for an aggregate amount of up to €100.0 million with National Westminster Bank Plc as the original lender and UK Export Finance guaranteeing 80% of the facility (“IRCG Debt”), of which $5.8 million (€5.6 million) was drawn under this facility during the year ended December 31, 2025. The financing was used, among other items, to support the Company’s acquisition of five new AW189 SAR configured aircraft to provide SAR services to the Irish Coast Guard (“IRCG”) under a contract with the Irish Department of Transport. The credit facility has an availability period of up to two years followed by a five-year term. The IRCG Debt bears interest at a rate equal to the Euro Interbank Offered Rate plus 1.95% per annum with repayments due in semi-annual installments. The first principal payment due under this facility is in June 2026.

During the years ended December 31, 2025 and 2024, the Company made interest payments of $5.1 million and $1.5 million, respectively. As of December 31, 2025 and 2024, the Company had unamortized deferred financing fees associated with the IRCG Debt of $2.5 million and $2.8 million, respectively.

ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and each of the borrower subsidiaries. As of December 31, 2025, the ABL Facility provided for commitments in an aggregate amount of $85.0 million with the ability to increase the total commitments up to a maximum aggregate amount of $120.0 million, subject to the terms and conditions therein.

As of December 31, 2025 and 2024, there wereno outstanding borrowings under the ABL Facility nor had the Company made any draws during the year ended December 31, 2025. Letters of credit issued under the ABL

Facility in the aggregate face amount of $9.4 million and $8.1 million were outstanding on December 31, 2025 and 2024.

In January 2026, the Company entered into an amendment and restatement of the ABL Facility. The amendment, among other things, extends the maturity of the ABL Facility to 2031 (subject to certain provisions), reduces the total commitments under the ABL Facility from $85 million to $70 million and includes the ability to increase the total commitments up to a maximum aggregate amount of $105 million. The amendment provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrower and grantor subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and each of BHL, Bristow LLC and Bristow Ireland Limited.

The Company’s scheduled principal long-term maturities as of December 31, 2025, which excludes unamortized deferred financing fees of $12.1 million, were as follows (in thousands):

The Company’s pro forma scheduled principal long-term maturities after considering the new 6.750% Senior Notes and excluding unamortized deferred financing fees, are as follows (in thousands):

Note 7. FAIR VALUE DISCLOSURES

Authoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). The fair values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items.

The Company’s debt was measured at fair value using Level 2 inputs based on estimated current rates for similar types of arrangements using discounted cash flow analysis. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The carrying and fair values of the Company’s debt were as follows (in thousands):

(1)As of December 31, 2025 and 2024, the carrying values of unamortized deferred financing fees related to the 6.875% Senior Notes were $3.0 million and $4.4 million, respectively.

(2)As of December 31, 2025 and 2024, the carrying values of unamortized deferred financing fees related to the UKAR Debt were $6.6 million and $9.1 million, respectively.

(3)As of December 31, 2025 and 2024, the carrying values of unamortized deferred financing fees related to the IRCG Debt were $2.5 million and $2.8 million, respectively.

Note 8. DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, the Company may use derivatives to partially offset its business exposure to foreign currency risks on expected future cash flows. The Company enters into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. The Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements. The derivative agreements do not contain credit-risk-related contingent features. There are no amounts of related financial collateral received or pledged. The Company does not use any of its derivative instruments for speculative or trading purposes.

Cash Flow Hedges

The Company may use foreign exchange options or forward contracts to hedge a portion of its forecasted foreign currency denominated transactions. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions.

These foreign exchange hedge contracts, carried at fair value, have maturities of up to approximately 6 months. As of December 31, 2025 and 2024, total notional amounts of outstanding cash flow hedges were $24.1 million and $82.2 million, respectively. As of December 31, 2025, the estimated net amounts of losses expected to be reclassified from accumulated other comprehensive income into earnings within the next 12 months is $0.2 million. For the years ended December 31, 2025, 2024 and 2023, there were no net gains or losses recognized in earnings relating to hedges of forecasted transactions that did not occur.

The Company’s derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy. The fair value of the Company’s derivatives is based on valuation methods which project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves and foreign currency rates.

The fair value of derivative instruments on our Consolidated Balance Sheets as of December 31, 2025 and 2024 were as follows, presented on a gross basis (in thousands):

Note 9. COMMITMENTS AND CONTINGENCIES

Capital Commitments - Fleet

The Company’s unfunded capital commitments as of December 31, 2025, consisted primarily of agreements to purchase helicopters and totaled $104.4 million, payable beginning in 2026.

Included in these commitments are orders to purchase seven AW189 heavy helicopters, scheduled to be delivered in 2026, and deposits for preferred aircraft delivery slots onfive EL9 aircraft scheduled for delivery between 2029 and 2030 (subject to aircraft certification). In addition, the Company has outstanding options to purchase up toten additional AW189 helicopters andnine 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. Orders to purchase electric vertical takeoff and landing and short takeoff and landing aircraft, collectively known as Advanced Air Mobility (“AAM”) aircraft are subject to, among other things, deadlines for regulatory certification of such aircraft and minimum performance requirements, and failure to satisfy such deadlines or requirements would allow such orders to be terminated by the Company without further liability and require the applicable manufacturer to refund certain deposits to the Company. In addition, the Company has outstanding options for several AAM aircraft models with various OEMs that do not involve financial commitments at this time.

General Litigation and Disputes

The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenues. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact the Company’s earnings until such time as a clear court or other ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies for which the Company is not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible.

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. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations.

Note 10. LEASES

The Company leases aircraft, land, hangars, buildings, equipment and other assets under operating lease agreements.

The majority of the bases from which the Company operates are leased with remaining terms betweenone and 53 years. The Company’s lease agreements range from month-to-month to non-cancelable and generally provide for fixed monthly rent payments. The Company also generally pays for insurance, taxes and maintenance expenses associated with these leases which is excluded from its lease liability and recognized as incurred.

Operating leases for the periods reflected in the table below were as follows (in thousands, except years and percentages):

The Company’s leases for aircraft range up to base terms of 180 months with renewal options of up to 60 months. The leases contain terms customary in transactions of this type, including provisions that allow the lessor to repossess the aircraft and require the Company to pay a stipulated amount if the Company defaults on its obligations under the agreements.

Rent expense for the periods reflected in the table below were as follows (in thousands):

As of December 31, 2025, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for aircraft, are as follows (in thousands):

Note 11. INTANGIBLES

The Company’s intangible assets are reflected on the consolidated balance sheets in other long-term assets and are primarily related to SAR customer contracts under UK operations (including intangible assets for both UKSAR and the Falkland Islands) and PBH maintenance agreements. Amortization expense of SAR customer contracts is included in depreciation and amortization expense on the consolidated statements of operations. Amortization expenses on PBH intangible assets is included in repairs and maintenance expense under operating expenses on the consolidated statement of operations.

Intangible assets by type for the periods reflected below were as follows (in thousands):

Future amortization expense of intangible assets for periods ended December 31, is as follows (in thousands):

Note 12. INCOME TAXES

The Company recognizes deferred tax assets or liabilities for the differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the asset is expected to be recovered or the liability is expected to be settled.

The components of deferred tax assets and liabilities are as follows (in thousands):

As of December 31, 2025, the Company had deferred tax assets of $42.9 million recorded in other assets on the consolidated balance sheets.

For U.S. income taxes, companies may use foreign tax credits to offset the income taxes due on income earned from foreign sources. The foreign tax credits claimed for a particular taxable year may be limited. Foreign tax credits may be carried back one year and forward ten years. As of December 31, 2025, the Company had $6.0 million of excess foreign tax credits, all of which will expire in 2026 and beyond.

As of December 31, 2025, the Company had $10.5 million of net operating loss carryforwards in the U.S. In addition, the Company has net operating losses in certain states totaling $558.7 million, which will begin to expire in 2026. The following table shows the expiration of such loss carryforwards (in thousands, except dates):

The Company estimates the likelihood of the recoverability of its deferred tax assets. Any valuation allowance recorded is based on estimates and assumptions of taxable income in future periods and a determination is made of the magnitude of deferred tax assets which are more likely than not to be realized. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets and its effective tax rate may increase which could result in a material adverse impact on the Company’s financial position and results of operations. Valuation allowances continue to be applied against certain deferred income tax assets where the Company has assessed that the realization of such assets does not meet the “more likely than not” criteria. Total valuation allowances against net deferred tax assets were $97.8 million and $139.3 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, valuation allowances were $34.6 million for foreign operating loss carryforwards, $8.9 million for state operating loss carryforwards, $36.8 million for interest expense limitation carryforwards, $3.1 million for foreign tax credits and $1.0 million for capital loss carryforwards. As of December 31, 2024, valuation allowances were $62.3 million for foreign operating loss carryforwards, $26.1 million for state operating loss carryforwards, $28.2 million for interest expense limitation carryforwards and $3.2 million for foreign tax credits and $1.0 million for capital loss carryforwards.

The Company recorded $1.5 million of deferred taxes related to the change in estimated UK pension liabilities. This amount is reflected in other comprehensive income. During the year ended December 31, 2025, the Company utilized $31.0 million of net operating losses in various foreign jurisdictions and released through continuing operations an offsetting valuation allowance previously recorded against the net operating losses.

In July 2025, a new tax bill referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the U.S. As part of the new tax law, the OBBBA extends key elements of the previous Tax Cuts and Jobs Act enacted on December 22, 2017, including the 21% U.S. Federal statutory tax rate, business interest expense deduction limits, 100% bonus depreciation, domestic research cost expensing, and various expiring international provisions, with certain modifications. Pursuant to ASC 740 - Income Taxes, changes in tax rates and tax law are required to be recognized in the period in which the legislation is enacted. The Company has completed its evaluation of the impact of this legislation and has determined that the OBBBA did not have a material impact on its 2025 financial statements.

The components of income (loss) before income taxes for the periods reflected in the table below were as follows (in thousands):

The components of income tax expense for the periods reflected in the table below were as follows (in thousands):

The following table reflects information on the provision of income taxes and rate reconciliations in accordance with ASU 2023-09:

(1)For the year ended December 31, 2025, state and local income taxes are primarily related to the state of Louisiana.

Below is a reconciliation of the statutory federal income tax expense and the Company’s total tax expense for years ended December 31, 2023 and 2024:

The Company is domiciled in the U.S. and is a U.S. tax resident. Its subsidiaries conduct operations and earn income in numerous countries and are subject to the laws of taxing jurisdictions within those countries. During the year ended December 31, 2025, the Company recorded a total income tax provision of $21.8 million on pre-tax income of $151.2 million, resulting in an effective tax rate of 14.4%. The effective tax rate for 2025 was primarily impacted by our geographic mix of earnings and changes of valuation allowances on some of our deferred tax assets, mainly attributable to Australia.

For the year ended December 31, 2025, the Company did not experience any expiration of foreign tax credits. The Company remains focused on reviewing and implementing tax strategies that enhance the effective use of foreign tax credits while seeking to prevent potential expirations.

The Company’s 2024 consolidated effective income tax rate includes other, net discrete tax benefits of 18.4% from currency translation adjustments, a release of an unrecognized tax benefit of 4.0% due to the expiration of the statute of limitation on uncertain tax positions in foreign jurisdictions and a 7.8% tax benefit associated with adjustments to deferred tax balances.

The Company’s 2023 consolidated effective income tax rate includes $15.6 million of expired foreign tax credits in the U.S. due to the 10-year carryforward limitation. However, there was a corresponding valuation allowance released, which fully offset the impact of the effective income tax rate in the change in valuation allowances. The Company’s 2023 consolidated effective income tax rate includes other, net tax expense of 5.8% from imputed interest, UK disallowed interest of 8.6% and non-deductible expenses of 5.3%.

The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company is currently undergoing multiple tax examinations in various jurisdictions in which it operates. The ultimate settlement and timing of these additional potential tax assessments is uncertain, but the Company will continue to vigorously defend its return filing positions and does not view additional assessments as probable at this time.

The following table summarizes the years open by jurisdiction as of December 31, 2025:

During the year ended December 31, 2025, no adjustments were made to estimates for uncertain tax positions based upon changes in facts and circumstances. As of December 31, 2025 and 2024, the Company had $0.1 million and $0.1 million, of unrecognized tax benefits, respectively, which would not have a material impact on its effective tax rate, if recognized.

The activity associated with unrecognized tax benefit for the periods reflected in the table below was follows (in thousands):

As of December 31, 2025, the Company had aggregated approximately $410.7 million in unremitted earnings generated by foreign subsidiaries. The Company expects to indefinitely reinvest these earnings and has not provided deferred taxes on these unremitted earnings. If the Company’s expectations were to change, withholding and other applicable taxes incurred upon repatriation, if any, are not expected to have a material impact on its results of operations.

The following table presents income taxes paid (net of refunds received) for the year ended December 31, 2025 (in thousands):

Note 13. SHARE-BASED COMPENSATION

In August 2021, the Company adopted the 2021 Equity Incentive Plan (as amended, the “LTIP”). The LTIP allows for awards to be granted in the form of stock options, stock appreciation rights, shares of restricted stock, other share-based awards (payable in cash or common stock) or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants. As of December 31, 2025,1,146,216 shares remained available to grant under the LTIP.

Restricted Stock Units — During the year ended December 31, 2025, the number of shares and the weighted average grant price of restricted stock unit transactions were as follows:

The weighted average grant date fair value of restricted stock units granted was $35.53, $26.93 and $24.35 during the years ended December 31, 2025, 2024 and 2023, respectively. The aggregate intrinsic value of the awards that vested and were released during the years ended December 31, 2025, 2024 and 2023 was $27.9 million, $13.1 million and $11.2 million, respectively. As of December 31, 2025, the Company had approximately $17.9 million in total unrecognized compensation costs associated with these awards, and the weighted average period over which it is expected to be recognized is 1.7 years.

Stock Options —During the year ended December 31, 2025, the number of stock options transactions and the weighted average grant price of stock options were as follows:

As of December 31, 2025, the Company hadno unrecognized compensation costs associated with stock options. The weighted average remaining contractual term on the outstanding stock options is 4.1 years. As of December 31, 2025, the weighted average exercise price of the vested and exercisable stock options was $25.77 and had an aggregate intrinsic value of $0.9 million. The Company did not grant any stock options during the years ended December 31, 2025, 2024, and 2023.

Note 14. DEFINED CONTRIBUTION AND PENSION PLANS

Defined Contribution Plans

The Company offers an employee retirement savings plan that qualifies under Section 401(k) of the Internal Revenue Code for eligible employees in the U.S. and similar benefit plans for employees of our foreign subsidiaries, subject to local rules in each respective jurisdiction.

The Company’s contributions to its defined contribution plans were $33.6 million, $30.4 million and $28.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Defined Benefit Plans

The Defined Benefit Pension Plans were closed to future accrual as of February 1, 2004 and replaced by the defined contribution plans that are currently available for new hires. Prior to its replacement, the Defined Benefit Pension Plans covered employees of BHL and Bristow International Aviation (Guernsey) Limited (“BIAGL”) employed on or before December 31, 1997. The benefits for participants in the Defined Benefit Pension Plans were based on the employee’s annualized average last three years’ pensionable salaries up to February 1, 2004, increasing thereafter in line with price inflation, subject to maximum increases of 5% per year over the period to retirement. The benefits also receive increase post-retirement based on retail price inflation, subject to a maximum increase of 5% per year.

Plan assets are held in separate funds administered by the plans’ trustee (the “Plan Trustee”), which are primarily invested in equities, debt securities and cash. The measurement date adopted is December 31, and resulting gains or losses are amortized over the average remaining life expectancy of the plan members.

The following table shows the activity associated with the projected benefit obligation and the fair value of plan assets in addition to the defined benefit retirement plans’ funded status (in thousands):

The service cost component is reported in the Company’s consolidated statements of operations in general and administrative expenses. All other components of net periodic pension cost are reported in theother expenses, net. Details of the components of net periodic pension cost (benefit) for the periods reflected in the table below were as follows (in thousands):

Actuarial assumptions used to develop the components of the Defined Benefit Pension Plans for the periods reflected in the table below were as follows:

The Company utilizes a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for its Defined Benefit Pension Plans. The expected rate of return assumptions have been determined following consultation with the Company’s actuarial advisors. In the case of bond investments, the rates assumed have been directly based on market redemption yields at the measurement date, and those on other asset classes represent expected investment returns based on investment modelling.

Under UK and Guernsey legislation, it is the Plan Trustee who is responsible for the investment strategy of the plans, although day-to-day management of the assets is delegated to a team of regulated investment fund managers. The Plan Trustee of the Bristow Staff Pension Scheme (the “Scheme”) aims to invest the assets of the Scheme prudently so that the benefits promised to members are provided. In setting the investment strategy, the Trustee first considered the lowest risk asset allocation that it could adopt in relation to the Scheme’s liabilities.

The types of investments are held, and the relative allocation of assets to investments is selected, in light of the liability profile of the Scheme, its cash flow requirements, the funding level and the Plan Trustee’s stated objectives. In addition, in order to avoid an undue concentration of risk, assets are diversified within and across asset classes.

The market value of the plan’s assets as of December 31, 2025 and 2024 was allocated between asset classes. Details of target allocation percentages under the Plan Trustee’s investment strategies as of the same dates are also included as follows:

The following table summarizes, by level within the fair value hierarchy, the plan assets as of December 31, 2025, which are valued at fair value (in thousands):

(1)Includes illiquid credit and property debt amounts held at net asset values.

The following table summarizes, by level within the fair value hierarchy, the plan assets as of December 31, 2024, which are valued at fair value (in thousands):

(1)Includes illiquid credit and property debt amounts held at net asset values.

The investments’ fair value measurement level within the fair value hierarchy is classified in its entirety based on the lowest level of input that is significant to the measurement. The fair value of assets using Level 2 inputs is determined based on the fair value of the underlying investment using quoted prices in active markets or other significant inputs that are deemed observable.

The Company expects to fund payments with cash contributions to the plans, plan assets and earnings on plan assets. As of December 31, 2025, the Company has no remaining estimated future benefit payments.

Note 15. STOCKHOLDERS’ EQUITY

Share Repurchase Program

In February 2025, the Board of Directors of the Company approved a $125.0 million share repurchase program. 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. 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.

During the year ended December 31, 2025, we repurchased 123,966 shares of common stock in open market transactions for gross considerations of $4.0 million, representing an average cost per share of $32.43. As of December 31, 2025, $121.0 million remained available of the $125.0 million share purchase program authorized in February 2025.

Quarterly Dividend Program

The Company initiated a quarterly cash dividend program beginning in the first quarter of 2026. The declaration and payment of dividends will be subject at all times to the discretion of the Board, and 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.

On February 25, 2026, the Company declared a cash 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.

Accumulated Other Comprehensive Loss

The following table shows the changes in balances for accumulated other comprehensive loss (in thousands):

(1)Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost.

(2)Reclassification of amounts related to cash flow hedges were included as operating expenses.

Note 16. EARNINGS PER SHARE

The Company’s basic earnings (losses) per common share are computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the relevant period. Diluted earnings (losses) per common share of the Company are computed by dividing income available to common stockholders by the weighted average number of common shares issued and outstanding, inclusive of the effect of potentially dilutive securities (such as options to purchase common shares and restricted stock units and awards which were outstanding during the period but were anti-dilutive) through the application of the treasury method and/or the if-converted method, when applicable.

The following table shows the computation of basic and diluted earnings (losses) per share (in thousands, except per share amounts):

(1)Excludes weighted average common shares of 64,131,28,378, and 1,920,901 for the years ended December 31, 2025, 2024, 2023, respectively, for certain share awards, as the effect of their inclusion would have been antidilutive.

Note 17. SEGMENT AND GEOGRAPHIC AREA INFORMATION

The Company hasthree reportable segments: Offshore Energy Services, Government Services and Other Services. The Offshore Energy Services segment provides aviation services to, from and between offshore energy installations globally. The Government Services segment provides SAR and support helicopter services to government agencies globally. The Other Services segment is primarily comprised of fixed wing services, dry-leasing of aircraft to third-party operators and part sales. Corporate includes unallocated overhead costs that are not directly associated with the Company’s reportable segments and gains (losses) on disposal of assets. The Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), uses segment operating income, in addition to other measures, to assess segment performance and allocate resources.

Financial information by segment for the years ended December 31, 2025, 2024, and 2023 is summarized below (in thousands):

Reconciliation of consolidated income (loss) before taxes for the periods reflected below were as follows:

Total depreciation and amortization expense by segment for the periods reflected below were as follows:

Capital expenditures by segment for the periods reflected below were as follows:

Segment assets consisting of property and equipment (excluding construction in progress), net of accumulated depreciation and ROU assets, are reflected below as of the periods indicated:

Major Customers

The percentage of the Company’s revenues derived from the following major customers for the periods reflected in the table below were as follows:

During the years ended December 31, 2025, 2024 and 2023 revenues from Customer A were earned from Government Services, and revenues from Customer B and Customer C were earned from Offshore Energy Services.

Geographic Area Information

The Company attributes revenues to various countries based on the location where services are actually performed. Long-lived assets consist primarily of helicopters and fixed wing aircraft and are attributed to various countries based on the physical location of the asset at the end of the periods reflected in the table below. Information by geographic area were as follows (in thousands):