HEICO CORP (HEI) SEC Filings

HEICO CORP (HEI) reported record results for the nine months ended July 31, 2026, driven by strong organic growth and acquisitions in both its Flight Support Group (FSG) and Electronic Technologies Group (ETG). Net sales rose to $3.97 billion from $3.28 billion (up 21%), with FSG up 18% and ETG up 28%.

Operating income increased to $965.5 million from $740.0 million (up 30%), and the operating margin improved to 24.3% from 22.6%, reflecting better product mix and SG&A leverage. Net income attributable to HEICO grew 31% to $659.4 million, with diluted EPS rising to $4.67 from $3.57.

Operating cash flow strengthened to $815.9 million (up 28%), while HEICO invested heavily in growth, closing multiple acquisitions for total consideration of $1.05 billion and capital expenditures of $54.1 million. Total debt increased to $2.54 billion, including new 2031 and 2036 senior notes, and backlog (remaining performance obligations) reached $2.82 billion, supporting future revenue.

HEICO CORP (HEI) reported record results for the third quarter and first nine months of fiscal 2026. For Q3 2026, net income rose 33% to $235.4 million ($1.67 diluted EPS) on net sales up 23% to $1,413.1 million. Operating income increased 34% to $355.2 million, with operating margin improving to 25.1% from 23.1%.

For the first nine months of 2026, net income attributable to HEICO grew 31% to $659.4 million ($4.67 diluted EPS) as net sales increased 21% to $3,967.3 million. Operating income rose 30% to $965.5 million, and operating margin improved to 24.3% from 22.6%. EBITDA reached $415.2 million in Q3 and $1,135.5 million for the nine months.

Q3 operating cash flow increased 49% to $345.3 million. HEICO completed a public offering of $550 million 4.950% Senior Notes due 2031 and $650 million 5.400% Senior Notes due 2036, using the proceeds to repay revolving credit facility borrowings. The Flight Support Group and Electronic Technologies Group both delivered record net sales and operating income with double-digit organic growth and higher operating margins.

T. Rowe Price Associates, Inc., a Maryland corporation, reports beneficial ownership of 3,201,685 shares of HEICO CORP common stock. This position represents 5.8% of the outstanding common stock. The firm reports sole voting power over 3,149,079 shares and sole dispositive power over all 3,201,685 shares, with no shared voting or dispositive power. T. Rowe Price Associates states that this filing should not be construed as an admission that it is the beneficial owner of these securities and expressly denies such beneficial ownership.

HEICO Corp has a significant shareholder disclosure from Principal Global Investors, LLC and Principal Funds, Inc., filed as an amended Schedule 13G. As of June 30, 2026, these reporting persons together are shown as beneficially owning 7,289,366 shares of HEICO Class A Common Stock, representing 8.6% of that class.

Within this total, the Principal MidCap Fund, a series of Principal Funds, Inc., held 5,052,382 shares, equal to 6.0% of the Class A shares. The filing states that the reporting entities have shared voting and dispositive power over the reported shares, and no sole voting or dispositive power. The statement is filed jointly under a Joint Filing Agreement.

HEICO Corporation completed a $1.2 billion senior notes offering, issuing $550 million aggregate principal amount of 4.950% Senior Notes due 2031 and $650 million aggregate principal amount of 5.400% Senior Notes due 2036. The notes are direct, unsecured senior obligations ranking equally with HEICO’s other senior unsecured debt.

Interest is payable semi-annually in arrears on February 1 and August 1, beginning February 1, 2027, with maturities on August 1, 2031 and August 1, 2036. HEICO plans to use the net proceeds to pay down borrowings under its $2.2 billion revolving credit agreement. The notes are redeemable at HEICO’s option, and a change of control triggering event would require an offer to purchase the notes. The indenture includes customary covenants limiting certain liens, sale-leaseback transactions and major corporate reorganizations, as well as standard events of default and acceleration provisions.

HEICO Corporation is offering $550,000,000 4.950% notes due 2031 and $650,000,000 5.400% notes due 2036, issued as senior unsecured obligations ranking equally with its other senior unsecured debt and structurally subordinated to liabilities of subsidiaries and any future secured borrowings.

Interest is payable semiannually each February 1 and August 1, starting February 1, 2027; the notes mature August 1, 2031 and August 1, 2036. Before the respective Par Call Dates, HEICO may redeem the notes at a make‑whole price based on the Treasury Rate plus 10 basis points for the 2031 notes and 15 basis points for the 2036 notes; thereafter they are redeemable at 100% of principal. Holders receive a 101% cash put right if a Change of Control Triggering Event occurs.

HEICO expects approximately $1,188.9 million in net proceeds and plans to repay borrowings under its Existing Credit Facility, which had $1,380.0 million outstanding at a 5.0% weighted average rate as of April 30, 2026. The notes are not expected to be listed on any exchange, and the indenture includes limited covenants focused mainly on liens, sale‑leasebacks, mergers and potential future subsidiary guarantees.

HEICO Corporation plans a primary offering of new senior unsecured notes in two series under its shelf registration. The notes pay fixed interest semiannually, have staggered maturities, are optionally redeemable before and after a defined Par Call Date, and rank equally with HEICO’s existing senior unsecured debt while being structurally subordinated to subsidiary liabilities.

Net proceeds are expected to be used to pay down outstanding borrowings under HEICO’s Existing Credit Facility, a revolving credit line maturing June 11, 2031. As of April 30, 2026, HEICO had $2,587.3 million of total debt, including $1.38 billion drawn on that facility, plus previously issued 2028 and 2033 senior notes. Disclosures highlight risks such as effective subordination to secured and subsidiary debt, limited covenants, potential Change of Control Triggering Events with a 101% repurchase feature, interest rate and credit-rating sensitivities, and the absence of a planned exchange listing or established trading markets for the notes.

HEICO Corporation filed an automatic shelf registration allowing it and certain shareholders to offer, from time to time after effectiveness, a broad range of securities, including Common Stock, Class A Common Stock, preferred stock, debt securities, depositary shares, warrants and units. This filing replaces an earlier shelf (Form S-3 No. 333-273297), which will terminate upon effectiveness under Rule 415(a)(6). Any specific offering terms, including pricing, amounts and use of proceeds, will be detailed in future prospectus supplements. HEICO will not receive proceeds from sales by selling shareholders.

The company describes a diversified aerospace and electronics business operating through two segments. The Flight Support Group generated 70% of fiscal 2025 net sales by supplying FAA-approved jet engine and aircraft replacement parts, repair and distribution services, and defense and space components. The Electronic Technologies Group contributed 30% of fiscal 2025 net sales through specialized electronic, microwave, power and avionics products serving aviation, defense, space, medical and telecom markets. Net sales grew from $26.2 million in fiscal 1990 to $4,485.0 million in fiscal 2025, while net income increased from $2.0 million to $690.4 million, driven by internal growth and approximately 113 acquisitions. HEICO has a long history of semi-annual dividends on both common share classes.

HEICO CORP Co-Chairman and Co-CEO Victor H. Mendelson reported an update to his holdings, including a bona fide gift of 3,285 shares of Class A Common Stock. The gifted shares were transferred to trusts for the benefit of his immediate family members.

Following this gift, his direct holdings include 212,626 shares of Class A Common Stock and 1,274,308 shares of Common Stock. He also reports substantial indirect ownership through various trusts, retirement plans, a partnership, and a corporation associated with him.