VTOLBristow Group Inc.

Air Transportation, Nonscheduled

Revenue: $1.5B; 5.3% YoY
Operating margin: 10.7%; 14% YoY
EBITDA: $229M; 14% YoY
Market cap: $1.2B
Employees: —
Net debt / EBITDA: 1.1×; $249M net debt
AI in 10-K: 0.6; mentions per 10K words

Takeover score 4 of 13

Fixable underperformance 1 of 7

TSR below peersYes
5 of 5 years
3+ of last 5 years
High CEO pay despite TSRNo
$5M median
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
154% of net income
Cash flow under 80% of net income
Dilutive SBCNo
1% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
8% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyNo
0% of assets
Over 40% of assets
Shareholder dissentNo
94% lowest support
Any vote under 80% support

Buyer economics 2 of 4

Low revenue per employeeNo
—
Bottom quartile of its SIC industry
Quiet on AIYes
0.6 per 10K words · 24th pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
1.1× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedYes
$1.2B market cap
Market cap $500M–$5B

Catalysts 1 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingYes
−$18M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$1.1B	$1.2B	$1.3B	$1.4B	$1.5B	5.3%
Operating income	—	—	$61M	$133M	$159M	20%
Net income	−$56M	−$16M	−$7M	$95M	$129M	36%
Operating cash flow	$97M	−$8M	$32M	$177M	$198M	12%
Capex	$15M	$31M	$82M	$255M	$142M	44%
Stock-based comp	$12M	$12M	$16M	$16M	$17M	7.0%
Buybacks	$11M	$41M	$3M	$4M	$15M	275%

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Sep 3, 2026	Solus Alternative Asset Management LP	SCHEDULE 13D/A	9.6%	Passive
Apr 10, 2026	South Dakota Investment Council	SCHEDULE 13D/A	6.2%	Passive
Feb 23, 2026	South Dakota Investment Council	SCHEDULE 13D/A	7.3%	Passive
Feb 3, 2026	South Dakota Investment Council	SCHEDULE 13D/A	8.3%	Passive
Jan 12, 2026	South Dakota Investment Council	SCHEDULE 13D/A	9.5%	Passive
Oct 23, 2025	South Dakota Investment Council	SCHEDULE 13D/A	10.6%	Passive
Aug 7, 2025	South Dakota Investment Council	SCHEDULE 13D/A	11.7%	Passive
Jun 16, 2025	Solus Alternative Asset Management LP	SCHEDULE 13D/A	10.7%	Passive
Nov 7, 2024	South Dakota Investment Council	SC 13D/A	12.9%	Passive
Sep 4, 2024	Solus Alternative Asset Management LP	SC 13D/A	11.7%	Passive

Insider trading

Open-market buys, 12 mo: $0 · 0
Open-market sells, 12 mo: $18M · 41
Net: −$18M

Pay vs performance

Year	CEO total comp	Comp actually paid	TSR (indexed)	Peer TSR
FY2025	$6M	$6M	139	182
FY2024	$6M	$10M	130	176
FY2023	$5M	$5M	107	199
FY2022	$4M	$8M	141	184
FY2021	$3M	$5M	98	122