Bristow Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Bristow Group Inc.

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3151 Briarpark Drive

Suite 700

Houston, Texas 77042

Notice of 2026

Annual Meeting of Stockholders

And Proxy Statement

3151 Briarpark Drive

Suite 700

Houston, Texas 77042

April 20, 2026

Dear Fellow Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Meeting”) of Bristow Group Inc. (the “Company”), which will be held exclusively via a live audio webcast at www.virtualshareholdermeeting.com/VTOL2026 on Wednesday, June 3, 2026, at 9:00 a.m. Central Daylight Time. All holders of record of the Company’s outstanding common stock at the close of business on April 6, 2026 will be entitled to vote at the Meeting.

At the Meeting, we will ask you (i) to elect nine directors to serve until the 2027 Annual Meeting of Stockholders; (ii) to approve, on an advisory basis, named executive officer compensation; (iii) to approve a proposed amendment to the Company’s 2021 Equity Incentive Plan; and (iv) to ratify the appointment of KPMG LLP as the Company’s independent auditors for 2026.

Regardless of the number of shares of the Company’s common stock that you own, you are encouraged to carefully read the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025. Please review the proxy card for instructions on how you can vote your shares of common stock over the Internet, by telephone, by mail or by attending the Meeting online at www.virtualshareholdermeeting.com/VTOL2026 using your 16-digit control number and voting your shares electronically on June 3, 2026. It is important that all holders of our common stock participate in the affairs of the Company. The prompt return of proxy cards will ensure the presence of a quorum.

We look forward to your participation in the Meeting.

Sincerely,

Christopher S. Bradshaw

President and Chief Executive Officer

PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you may wish to consider prior to voting. Please review the entire Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 for more detailed information.

2026 Annual Meeting of Stockholders (the “Meeting”)

Business of the Meeting

Our Director Nominees

You are being asked to vote on the election of these nine directors. Additional information about each director’s background, skills and experience can be found on pages 24 to 28 of this Proxy Statement.

Advisory Vote to Approve Named Executive Officer Compensation

Underpinning our executive compensation program is a belief by the Compensation Committee that there must be a meaningful link between the compensation paid to our Name Executive Officers and our goal of long-term value creation for our stockholders. In 2025, the Compensation Committee and the Board of Directors (our “Board”) determined that the compensation program was effective as designed and elected not to make significant changes to the executive compensation program relative to 2024.

The 2025 executive compensation program included: pay tied to performance through the use of performance-based stock units (“PSUs”) comprising 60% of the Company’s long-term incentive program, which PSUs may be earned via performance against an absolute financial metric and relative total stockholder return; a 50% weighting of the financial metric in the short-term annual incentive program (the “STIP”); and a minimum financial metric threshold that must be achieved prior to the payment of any amounts under the individual strategic goals portion of the STIP.

Set forth below are other executive compensation best practices that guide the design of our executive compensation program.

Amendment to the Company’s 2021 Equity Incentive Plan

At the Meeting, our stockholders will be asked to approve an amendment (the “Amendment”) to the Company’s 2021 Equity Incentive Plan (the “LTIP”) to increase the number of shares that may be issued thereunder from 3,385,000 shares to 4,200,000 shares. Our Board approved the Amendment on April 14, 2026, subject to stockholder approval. We believe that the requested allocation is critical to ensure our ability to attract and retain key talent and to provide our executive leadership team with competitive reward opportunities that are aligned with our stockholders’ interests.

Our Independent Auditors

The Audit Committee of our Board has determined that the accounting firm of KPMG LLP (“KPMG”) is independent from the Company and appointed KPMG as the Company’s independent auditors for 2026. Our Board recommends a vote for the ratification of the appointment of KPMG, which conducted the examination of the Company’s financial statements for each of the past 23 years. KPMG’s total fees for 2025 and 2024 were $2.6 million and $2.5 million, respectively, which included approximately $0.1 million (or 5.1%) and $0.1 million (or 3.6%) of non-audit services in 2025 and 2024, respectively, that were authorized by the Audit Committee in compliance with our pre-approval policies and procedures.