SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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checkbox uncheckedCheck this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox uncheckedCheck this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MENDELSON ERIC A

(Last)(First)(Middle)
825 BRICKELL BAY DRIVE, SUITE 1644

(Street)
MIAMIFL33131

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
HEICO CORP [ HEI, HEI.A ]
Foreign Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checkedDirector10% Owner
checkbox checkedOfficer (give title below)checkbox checkedOther (specify below)
Co-COB and Co-CEO / Member of 10% owner group
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock10/26/2026M58,000A$44.96381,324,407D
Common Stock10/26/2026F27,640D$309.711,296,767D
Class A Common Stock151,239(1)D
Common Stock15,227IBy Keogh Account
Class A Common Stock10,078IBy Keogh Account
Common Stock427,326IBy Trusts(2)
Class A Common Stock189,030IOwned by Corporation(3)
Common Stock392,718IOwned by Partnership(4)
Common Stock4,522IAs custodian for children
Class A Common Stock5,204IAs custodian for children
Common Stock112,558IBy 401(k)(5)
Class A Common Stock107,303IBy 401(k)(5)
Common Stock6,302IBy 409A Plan(6)
Class A Common Stock7,694IBy 409A Plan(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (Right to purchase Common Stock)$44.963810/26/2026M58,000 (7)03/17/2027Common Stock58,000$057,313D
Option (Right to purchase Common Stock)$70.656 (7)03/16/2028Common Stock125,000125,000D
Option (Right to purchase Common Stock)$134.7 (7)09/24/2031Common Stock125,000125,000D
Option (Right to purchase Common Stock)$163.35 (7)03/17/2033Common Stock62,50062,500D
Option (Right to purchase Common Stock)$163.61 (7)06/09/2033Common Stock62,50062,500D
Option (Right to purchase Common Stock)$256.0105/27/2026(8)03/14/2035Common Stock10,00010,000D
Explanation of Responses:
1. Includes 2,348 shares previously held by the 409A Plan which were distributed to the reporting person and are now owned directly.
2. Represents shares gifted by the Reporting Person to trusts for the benefit of the Reporting Person's immediate family members and whose Trustee is the Reporting Person.
3. Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Victor Mendelson, the brother of the Reporting Person.
4. Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
5. Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k) plan, based on a plan statement dated October 27, 2026.
6. Represents shares held for the Reporting Person by the HEICO Leadership Compensation Plan (409A Plan).
7. These options are exercisable at 20% per year over five years from the date of grant.
8. Represents the vesting of the first tranche (20%) of performance-based stock options originally granted on March 14, 2025. Vesting occurred upon certification by the Compensation Committee on May 27, 2026 that the applicable performance conditions for the first measurement interval were achieved.
Remarks:
/s/ Eric A. Mendelson10/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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