Bristow Group Inc.

(Unaudited)

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

Basis of Presentation

The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. Unless the context otherwise indicates, any references to the “Company”, “Bristow”, “we”, “us” and “our” refer to Bristow Group Inc. and its consolidated entities.

The condensed consolidated financial information for the three and nine months ended September 30, 2026 and 2025, has been prepared by the Company in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information reporting on Quarterly Form 10-Q and Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from that which would appear in the annual consolidated financial statements. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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 interest entities of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation.

On June 23, 2026, the Company announced plans to pursue the sale of its Norway Offshore Energy Services business as part of its portfolio optimization strategy. The timing and structure of any potential transaction remain subject to market conditions and other considerations. In connection with this announcement, the Company evaluated its Norway business in accordance with Accounting Standards Codification (“ASC”) 205-20 Presentation of Financial Statements — Discontinued Operations and ASC 360 Property, Plant, and Equipment and determined that, at this time, not all criteria had been met in order to classify its Norway business as either discontinued operations or as held for sale, in accordance with the two U.S. GAAP standards, respectively.

Accounting Estimates

The preparation of these condensed consolidated financial statements and accompanying footnotes requires the Company to make estimates and assumptions; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated statements of operations and comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statements of changes in stockholders’ equity and the condensed consolidated statements of cash flows. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire year.

Change in Estimate

S76D Medium Helicopters

During the nine months ended September 30, 2026, the Company finalized its plans to retire a certain aircraft model, namely the S76D medium helicopters, from its fleet and transition to a newer model as part of its ongoing fleet management efforts. The decision was primarily driven by operational considerations, including availability of the new aircraft, repairs and maintenance coverage with the original equipment manufacturer (“OEM”) and the ability to procure parts and inventory needed to support the existing fleet. The Company plans to complete this transition of models by the first half of 2027. Due to the decision to retire certain aircraft earlier than originally expected, the Company revised the estimated useful life of this specific aircraft model to reflect a shorter useful life, which resulted in additional depreciation expense of $20.2 million during the nine months ended September 30, 2026. The Company expects to recognize approximately $6.6 million of additional depreciation expense during the remainder of 2026 and approximately $4.4 million in 2027 as a result of this change in estimate. The planned retirement of the aircraft model discussed herein did not trigger an impairment of the Company’s long-lived assets for its respective asset group as of September 30, 2026.

Enterprise Resource Planning System

During the nine months ended September 30, 2026, the Company finalized its plans to retire its existing enterprise resource planning (“ERP”) system and implement a new ERP system. As a result, the Company revised the estimated useful life of the existing ERP system, resulting in additional depreciation expense of approximately $1.9 million during the nine months ended September 30, 2026. The Company expects to recognize approximately $1.4 million of additional depreciation expense during the remainder of 2026, $5.8 million in 2027 and $1.5 million in 2028.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed within this Quarterly Report on Form 10-Q were assessed and determined as either not applicable or not material to the Company’s consolidated financial position or results of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), requiring 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 May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes recognition, measurement, presentation and disclosure requirements for environmental credits and environmental credit obligations. This ASU requires disclosures regarding the nature of environmental credits, including how they are obtained and intended to be used, related accounting policies, significant estimates and judgments, the current and noncurrent balances of compliance and noncompliance environmental credits, and any related voluntary credit or impairment expenses. The guidance applies to entities that generate, purchase, receive, or hold environmental credits, as well as entities with regulatory compliance obligations that may be settled using such credits. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures.

Note 2. BUSINESS COMBINATIONS

On July 13, 2026, the Company completed the acquisition of Berry Aviation, Inc., now known as Bristow Special Mission Inc. (“BSM”), for an estimated purchase price of $110.9 million, which remains subject to customary purchase price adjustments. The transaction was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). BSM is expected to enhance the Company’s Government Services offerings and add differentiated special mission capabilities. BSM provides a range of aviation services, including special missions, intelligence, surveillance and reconnaissance (ISR) operations, maintenance, repair and overhaul services (“MRO”), training, unmanned aerial systems (“UAS”) design and development capabilities, and on-demand cargo (“ODC”) logistics. BSM will be reported primarily within the Government Services operating segment, with additional operations, primarily ODC, reported within the Other Services operating segment.

For the period from July 13, 2026 through September 30, 2026, BSM contributed revenues of $26.3 million and net income of $2.6 million to the Company’s condensed consolidated statements of operations.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition, July 13, 2026 (in thousands):

During the three and nine months ended September 30, 2026, the Company incurred approximately $4.9 million and $7.4 million, respectively, of acquisition-related transaction costs, which were recorded within general and administrative expenses in the Company’s condensed consolidated statement of operations.

The acquisition resulted in $15.1 million of identifiable intangible assets, which are included in other assets on the Company’s condensed consolidated balance sheets and consist of the following (in thousands):

The goodwill recognized in connection with the acquisition is attributable to the assembled workforce, enhanced market position and other benefits the Company believes will result from the BSM acquisition. Goodwill was further increased by the deferred tax liability associated with the excess fair value of the acquired assets over their tax basis. Goodwill arising from the acquisition has been assigned to the Government Services reportable segment and is not expected to be deductible for income tax purposes.

In accordance with ASC 805, the Company may record any additional material adjustments to the initial amounts recorded based on new information obtained about facts and circumstances that existed as of the date. The measurement period may not exceed one year from the acquisition date. The Company is continuing to analyze and assess relevant information to determine the fair value of assets acquired and liabilities assumed. The pro forma results were not included as the impact was not material to the Company’s financial statements.

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, government agencies and from scheduled passenger and charter transport airline 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 condensed consolidated balance sheets.

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

During the nine months ended September 30, 2026 and 2025, revenues recognized that had previously been deferred were $17.0 million and $9.1 million, respectively. As of September 30, 2026, the Company anticipates recognizing long-term deferred revenues of approximately $3.6 million in 2027, $8.3 million in 2028, $4.6 million in 2029, $4.6 million in 2030 and $15.8 million thereafter.

Note 4. RELATED PARTY TRANSACTIONS

The Company owns a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“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 September 30, 2026 and December 31, 2025, receivables from related parties included in accounts receivable, net on the condensed consolidated balance sheets were $1.6 million and $1.3 million, respectively.

Note 5. DEBT

Debt as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):

6.750% Senior Notes— In January 2026, the Company issued $500 million aggregate principal amount of its 6.750% Senior Secured Notes due February 2033 (“6.750% Senior Notes”), which were issued at par and bear interest payable semiannually in arrears on February 1st and August 1st of each year. 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 redeem its 6.875% Senior Notes due 2028 (“6.875% Senior Notes”) in full on March 1, 2026, with the remaining net proceeds to be used for general corporate purposes. In connection with this refinancing, the Company recognized a $2.8 million loss on debt extinguishment related to unamortized deferred financing fees associated with the 6.875% Senior Notes that were outstanding as of December 31, 2025. As of September 30, 2026, the Company had $10.6 million of unamortized deferred financing fees associated with the 6.750% Senior Notes.

UKSAR Debt— During the nine months ended September 30, 2026 and 2025, the Company made principal payments of $12.1 million and $53.7 million, respectively, related to its long term secured equipment financings for an aggregate amount up to £200 million with National Westminster Bank Plc as arranger, agent and security trustee (“UKSAR Debt”). The 2025 principal payments included voluntary prepayments of $40.1 million (£29.6 million). As of September 30, 2026 and December 31, 2025, the Company had unamortized deferred financing fees associated with the UKSAR Debt of $5.6 million and $6.6 million, respectively.

IRCG Debt— During the nine months ended September 30, 2026, the Company made principal payments of $5.7 million related to its 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”). The first principal payment due under this facility was in June 2026. As of September 30, 2026 and December 31, 2025, the Company had unamortized deferred financing fees of $2.0 million and $2.5 million, respectively.

ABL Facility— In January 2026, the Company entered into an amendment and restatement (the “ABL Amendment”) of its asset-backed revolving facility between, among others, Bristow Helicopters Limited and Bristow LLC as borrowers and Barclays Bank plc as agent and security agent (“ABL Facility”). The ABL Amendment, among other things, extended the maturity date of the ABL Facility to January 26, 2031 (subject to certain provisions), reduced the total commitments under the ABL Facility from $85 million to $70 million and included the ability to increase the total commitments up to a maximum aggregate amount of $105 million (subject to satisfaction of certain terms and conditions). The ABL Amendment provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrowers and certain guarantor subsidiaries party thereto 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 by certain existing material domestic and foreign subsidiaries.

As of September 30, 2026, there wereno outstanding borrowings under the ABL Facility nor had the borrowers made any draws during the nine months ended September 30, 2026. Letters of credit issued under the ABL Facility in the aggregate face amount of $10.1 million were outstanding as of September 30, 2026.

Note 6. 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 September 30, 2026, the carrying value of unamortized deferred financing fees related to the 6.750% Senior Notes was $10.6 million.

(2)As of September 30, 2026 and December 31, 2025, the carrying values of unamortized deferred financing fees related to the UKSAR Debt were $5.6 million and $6.6 million, respectively.

(3)As of September 30, 2026 and December 31, 2025, the carrying values of unamortized deferred financing fees related to the IRCG Debt were $2.0 million and $2.5 million, respectively.

(4)As of December 31, 2025, the carrying value of unamortized deferred financing fees related to the 6.875% Senior Notes was $3.0 million.

Note 7. DERIVATIVE FINANCIAL INSTRUMENTS

The Company may use foreign exchange options or forward contracts to hedge a portion of its forecasted foreign currency denominated transactions. The Company does not use any of its derivative instruments for speculative or trading purposes.

These foreign exchange hedge contracts are accounted for as cash flow hedges and have maturities of up to approximatelysix months. As of September 30, 2026 and December 31, 2025, the fair value of the Company’s outstanding hedges was a liability of approximately $0.2 million at each date.

Note 8. COMMITMENTS AND CONTINGENCIES

Capital Commitments - Fleet

The Company’s unfunded capital commitments as of September 30, 2026 consisted primarily of agreements to purchase helicopters and totaled $50.9 million, payable through 2028.

Included in these commitments are orders to purchasetwo AW189 heavy helicopters, scheduled to be delivered in 2026 and 2027, 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 tonine additional AW189 helicopters andfive H135 light-twin helicopters. If these options are exercised, the AW189 helicopters and 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. 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. 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 legal ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies, including potential tax liabilities, for which the Company is not currently recording liabilities 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, but not limited to, 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 condensed 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 9. INCOME TAXES

During the three months ended September 30, 2026 and 2025, the Company recorded an income tax expense of $9.1 million, resulting in an effective tax rate of 24.8%, and income tax benefit of $11.8 million, resulting in an effective tax rate of 29.8%, respectively. During the nine months ended September 30, 2026 and 2025, the Company recorded an income tax expense of $12.8 million, resulting in an effective tax rate of 17.1%, and income tax expense of $18.8 million, resulting in an effective tax rate of 14.5%, respectively. The effective tax rate during the nine months ended September 30, 2026 was impacted by the Company’s global mix of earnings, lower pretax book income and higher tax credit utilization in Nigeria. The effective tax rate during the nine months ended September 30, 2025 was impacted by the Company’s global mix of earnings and the release of an Australian valuation allowance.

Note 10. STOCKHOLDERS’ EQUITY

Share Repurchases

On February 26, 2025, the Company announced that its Board of Directors 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 three and nine months ended September 30, 2026, the Company repurchased 547,785 shares of common stock in open market transactions for gross consideration of $25.0 million, which represents an average cost per share of $45.64. As of September 30, 2026, $96.0 million remained available of the $125.0 million share repurchase program authorized in February 2025.

Accumulated Other Comprehensive Income (Loss)

The following table shows the changes in balances for accumulated other comprehensive income (loss), net of tax (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 are included as operating expenses.

Note 11. EARNINGS PER SHARE

The Company’s basic earnings 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 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 antidilutive) 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 per share (in thousands, except per share amounts):

(1)Excludes weighted average shares of common stock of 49,045 and 70,529 for the three months ended September 30, 2026 and 2025, respectively, and 41,778 and 59,828 for the nine months ended September 30, 2026 and 2025, respectively, for certain share awards as the effect of their inclusion would have been antidilutive.

Note 12. SEGMENTS

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 search and rescue (“SAR”), special missions, UAS services and aviation support services to government agencies globally. The Other Services segment is primarily comprised of regular and scheduled passenger transport airline services, ODC logistics, MRO 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. 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 three months ended September 30, 2026 and 2025 is summarized below (in thousands):

Financial information by segment for the nine months ended September 30, 2026 and 2025 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:

(1)Power-by-hour (“PBH”) amortization is included within operating expenses on the condensed consolidated statements of operations.

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 right of use (“ROU”) assets, are reflected below for the periods indicated: