Bristow Group Inc.VTOL

Bristow Group Inc. Stock Compensation Disclosure

10-KFiled Feb 26, 20262 min read
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:
Number of SharesWeighted Average Grant Price
Non-vested as of January 1, 2025:
1,553,989 $29.12 
Granted505,591 $35.53 
Vested/released(798,398)$32.26 
Cancelled/forfeited(69,396)$28.74 
Non-vested outstanding as of December 31, 2025
1,191,786 $29.76 
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:
Number of SharesWeighted Average Grant PriceWeighted Average Exercise Price
Outstanding as of January 1, 2025:
337,678 $20.03 $20.27 
Exercised/released(238,844)$18.82 $14.80 
Expired(20,132)$21.19 $63.56 
Outstanding as of December 31, 2025
78,702 $23.38 $25.77 
Vested and exercisable78,702 $23.38 $25.77 
As of December 31, 2025, the Company had no 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.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Mar 6, 2024
2022May 31, 2022
2021May 27, 2021
2019Mar 6, 2020
2018Mar 8, 2019
2017Mar 9, 2018
2016Mar 9, 2017
2015Feb 26, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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