VTOL · 10-K filed 26 Feb 2026 · year to 31 Dec 2025

Bristow Group

35 named things its latest annual report says its results depend on, each in the company's own words. 11 of them are also named by other companies we've read.

Read the filing on SEC.gov ↗

Customers

Top ten customers

concentrated in · approximately 63% of revenuesnamed as a risk

During the year ended December 31, 2025, our top ten customers accounted for approximately 63% of revenues, and the combined revenues from our three largest customers accounted for 36% of our revenues.Business (Item 1)

Also named by BGC, CBOE, CVLG, ENTG, FBIN, HUBB, LPX, MEDP and 9 more

Government agencies

earns from · approximately 26% of our revenuesnamed as a risk

Our Government Services contracts accounted for approximately 26% of our revenues for the year ended December 31, 2025.Risk factors (Item 1A)

Also named by ARW, DJCO, FICO, MCHP, P, ZS

UK Department for Transport (UKSAR contract)

earns from · approximately 19% of our revenuesnamed as a risk

Our UK SAR contract, which accounted for approximately 19% of our revenues for year ended December 31, 2025, allows the DfT to cancel the UK SAR contract for any reason upon notice and payment of a specified cancellation fee based on the number of bases reduced as a result of the exercise and the timing of the exercise.Risk factors (Item 1A)

Offshore energy industry

concentrated in · approximately 66% of our consolidated revenuesnamed as a risk

We generated approximately 66% of our consolidated revenues from Offshore Energy Services during the year ended December 31, 2025, and the majority of our customers are engaged in offshore energy production, exploration and development.Risk factors (Item 1A)

Irish Coast Guard (IRCG) contract

earns from

In August 2023, we were awarded a 10-year contract with the Irish Department of Transport to provide SAR services to the Irish Coast Guard (“IRCG”) from four dedicated bases in Sligo, Shannon, Waterford and Dublin.Business (Item 1)

Maritime and Coastguard Agency (UKSAR2G)

earns from

In July 2022, the MCA awarded us a new 10-year contract for the Second-Generation Search and Rescue Aviation (“UKSAR2G”) program, and we began transitioning to the new contract in late 2024.Business (Item 1)

Suppliers

Sikorsky S92

depends on · approximately 29% of our total fleetnamed as a risk

In particular, we have experienced significant delays in the delivery of parts for our S92 fleet, which comprises approximately 29% of our total fleet, resulting in the need to (i) purchase or otherwise acquire parts from other sources and (ii) ground multiple S92 aircraft and forgo certain related business opportunities.Risk factors (Item 1A)

Sikorsky Commercial Inc.

depends onnamed as a risk

In addition, there are a limited number of suppliers, vendors and OEMs that we are able to rely on (such as Sikorsky Commercial Inc., Leonardo Spa, Nova Systems International Ltd., and General Electric Aviation Inc.) for the supply and overhaul of components fitted to our aircraft in connection with required maintenance and repairs.Risk factors (Item 1A)

Leonardo S.p.A.

depends onnamed as a risk

Nova Systems International Ltd.

depends onnamed as a risk

General Electric Aviation Inc.

depends onnamed as a risk

Partners and platforms

Cougar Helicopters Inc.

25% voting interest and a 40% economic interestnamed as a risk

We own a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), an offshore helicopter services provider in Canada.Business (Item 1)

Petroleum Air Services (PAS)

25% interestnamed as a risk

We own a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry as well as fixed wing capacity chartered to tourism operators in Egypt.Business (Item 1)

Other companies

Collective bargaining agreements

depends on · approximately 60% of our employeesnamed as a risk

As of December 31, 2025, approximately 60% of our employees were covered by union or other collective bargaining agreements, some of which have expired or will expire in one year or less.Risk factors (Item 1A)

Also named by APG, BALL, CAG, CARR, HLT, HSY, IEX, KR and 10 more

National Westminster Bank PLC (UKSAR Debt)

depends onnamed as a risk

If we fail to comply with these and other covenants, we would be in default under the equipment financings with the National Westminster Bank PLC (“UKSAR Debt”), our asset-backed revolving credit facility, the IRCG Debt and the indenture governing the 6.750% Senior Notes (together, our “Credit Facilities”), and the principal and accrued interest on our outstanding indebtedness under the Credit Facilities may become due and payable.Risk factors (Item 1A)

Airnorth

operates in

We own a regional fixed wing air carrier (“Airnorth”), based in Darwin, North Territory, Australia, focused on providing both scheduled services and charter targeting the energy and mining industries in Northern and Western Australia as well as international services to Dili, Timor-Leste.Business (Item 1)

Competitors

CHC Group LLC

competes with

Our primary competitors, which vary by region, are CHC Group LLC, NHV Group, Omni Helicopters International, S.A. and PHI, Inc. (“PHI”).Business (Item 1)

PHI, Inc.

competes with

Our primary competitors, which vary by region, are CHC Group LLC, NHV Group, Omni Helicopters International, S.A. and PHI, Inc. (“PHI”).Business (Item 1)

NHV Group

competes with

Our primary competitors, which vary by region, are CHC Group LLC, NHV Group, Omni Helicopters International, S.A. and PHI, Inc. (“PHI”).Business (Item 1)

Omni Helicopters International

competes with

Our primary competitors, which vary by region, are CHC Group LLC, NHV Group, Omni Helicopters International, S.A. and PHI, Inc. (“PHI”).Business (Item 1)

Places

Nigeria

earns from · 13% and 12% of our revenuesnamed as a risk

For example, there has recently been political and social unrest in Nigeria, where we derived 13% and 12% of our revenues during the year ended December 31, 2025 and 2024, respectively.Risk factors (Item 1A)

Also named by CVX, MDLZ

Brazil foreign exchange controls

operates in · approximately 65% of our total cash balance was held outside the U.S.named as a risk

We also operate in countries with foreign exchange controls, including Brazil and Nigeria.Risk factors (Item 1A)

U.S. Gulf of America

concentrated innamed as a risk

The North Sea and the U.S. Gulf of America are mature exploration and production regions that have undergone substantial seismic survey, exploration and production activity for many years.Risk factors (Item 1A)

Also named by CVX, JOE, MUR, OXY, WMB

North Sea

concentrated innamed as a risk

Any material decline in offshore energy exploration, development and production activity in either the U.S. Gulf of America or the North Sea could have a material and adverse effect on our business, financial condition and results of operations.Risk factors (Item 1A)

Also named by APA, HAL

Hazards

Gulf of America hurricanes

operates innamed as a risk

Additionally, we are unable to operate in the area of the storm during hurricanes, tropical storms or cyclones, which most commonly occur during the months of June through November.Risk factors (Item 1A)

Also named by APA

Harmattan

operates innamed as a risk

In Nigeria, our operations are subject to the Harmattan, a dry, dusty West African trade wind that blows between the end of December and the middle of February and produces a heavy amount of dust in the air can severely limit visibility and block the sun for several days, similar to a heavy fog.Risk factors (Item 1A)

Commodities and inputs

British pound sterling

exposed to its pricenamed as a risk

For example, the majority of our revenues and expenses from our North Sea operations are in British pound sterling.Market risk (Item 7A)

Also named by AMG, BGC, BKNG, CBRE, CTRE, FCFS, FDS, FIS and 31 more

Oil and natural gas prices

exposed to its pricenamed as a risk

These activity levels are principally affected by trends in, and expectations regarding, oil and natural gas prices, as well as the capital expenditure budgets of offshore energy companies and shifts in technology for energy exploration, development and production.Risk factors (Item 1A)

Also named by BKR

Aircraft fuel

exposed to its pricenamed as a risk

Significant disruptions in the supply of aircraft fuel could have an adverse impact on our operating results and financial condition.Risk factors (Item 1A)

Also named by UAL

Regulators

Federal Aviation Administration (FAA)

subject tonamed as a risk

The FAA regulates our flight operations and imposes requirements with respect to personnel, aircraft, ground facilities and other aspects of our operations, including: certification and reporting requirements; inspections; maintenance standards; permitted areas of operation; aircraft equipment and modification requirements; personnel training standards; and maintenance of personnel and aircraft records.Risk factors (Item 1A)

Also named by ACHR, AIR, ALK, AMT, AVAV, BA, BRK/B, CCI and 27 more

National Civil Aviation Agency (ANAC)

subject tonamed as a risk

Our ability to operate our helicopter business in Brazil is dependent on our ability to maintain the licenses and AOC of our operating entity, Bristow Brazil.Business (Item 1)

UK Civil Aviation Authority

subject tonamed as a risk

The UK CAA institutes safety standards, regulates our UK flight operations and exercises jurisdiction over personnel, aircraft, ground facilities and certain technical aspects of those operations.Business (Item 1)

Laws and programs

Federal Aviation Act foreign ownership limits

subject to · more than 25%named as a risk

If persons other than U.S. citizens should come to own or control more than 25% of Bristow’s voting interest, or if Bristow fails to meet any other requirements, we have been advised that our aircraft could be subject to deregistration under the Federal Aviation Act, and we could lose permission to operate within the U.S.Business (Item 1)

Nigerian Oil & Gas Industry Content Development Act

subject to · up to 5% of the value of the contractnamed as a risk

Additionally, the Nigerian Act allows the monitoring board to penalize companies that do not meet these local content requirements in an amount up to 5% of the value of the contract.Business (Item 1)

EU Regulation 1008/2008

subject to

To operate under our route license, the entity through which we conduct operations in the UK, Bristow Helicopters Limited (“BHL”), must be majority owned and effectively controlled by UK nationals.Business (Item 1)