HEICO (HEI) appoints Nanda Kumar Cheruvatath as new independent director

Rhea-AI Filing Summary

HEICO Corporation reported a leadership update, appointing Nanda Kumar Cheruvatath as an independent director. His appointment to the Board is effective December 24, 2025, and he will serve on the Environmental, Safety and Health Committee effective December 23, 2025.

Mr. Cheruvatath, age 64, brings decades of senior executive experience in the aerospace and automotive industries, including more than thirty years at Eaton Corporation, where he most recently served as President of Eaton’s Aerospace Group and previously as Executive Vice President overseeing the Eaton Business System. Since retiring from Eaton in April 2024, he has advised various aerospace companies and serves as Vice Chairman of an Eaton joint venture.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): December 18, 2025

HEICO CORPORATION

(Exact name of registrant as specified in its charter)

Florida			001-04604			65-0341002
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

3000 Taft Street, Hollywood, Florida 33021

(Address of Principal Executive Offices) (Zip Code)

(954) 987-4000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value per share

HEI

New York Stock Exchange

Class A Common Stock, $.01 par value per share

HEI.A

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2025, the Board of Directors (the “Board”) of HEICO Corporation (the “Company”) appointed Nanda Kumar Cheruvatath to serve as an independent director of the Company, effective December 24, 2025. There were no arrangements or understandings pursuant to which Mr. Cheruvatath was appointed as a director, and there are no related party transactions between the Company and Mr. Cheruvatath reportable under Item 404(a) of Regulation S-K. As of the date of this Report, Mr. Cheruvatath has been appointed to serve as a member of the Environmental, Safety and Health Committee effective December 23, 2025.

Mr. Cheruvatath, age 64, has decades of senior executive experience in the aerospace and automotive industries, including thirty plus years with Eaton Corporation plc (NYSE: ETN). He most recently served as President of Eaton’s Aerospace Group, where he was responsible for the leadership and strategic direction of the business during a period of significant growth. During his tenure, Mr. Cheruvatath led strategic initiatives, including major acquisitions and the development of long-term growth strategies for next-generation aerospace platforms.

Mr. Cheruvatath also served as Executive Vice President with responsibility for the Eaton Business System, overseeing standardized operating processes and enterprise-wide operational initiatives. Since retiring from Eaton in April 2024, Mr. Cheruvatath has served as an advisor to various aerospace companies and currently serves as Vice Chairman of an Eaton joint venture. Mr. Cheruvatath holds a Master of Business Administration degree from the University of Michigan, a Master of Science degree in Mechanical Engineering from Wayne State University, and a Bachelor of Science degree in Mechanical Engineering from BMS College of Engineering in Bangalore, India.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit						Description
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						HEICO CORPORATION
Date:			December 22, 2025			By:			/s/ CARLOS L. MACAU, JR.
									Carlos L. Macau, Jr. Executive Vice President - Chief Financial Officer and Treasurer

FAQ

What did HEICO Corporation (HEI) disclose in this Form 8-K?

HEICO disclosed that its Board of Directors appointed Nanda Kumar Cheruvatath as an independent director, effective December 24, 2025, and that he will serve on the Environmental, Safety and Health Committee effective December 23, 2025.

Who is the new independent director appointed to HEICO Corporation's board?

HEICO appointed Nanda Kumar Cheruvatath as an independent director. He has extensive senior executive experience in the aerospace and automotive industries, including serving as President of Eaton’s Aerospace Group and as Executive Vice President responsible for the Eaton Business System.

Does HEICO Corporation report any related party transactions with Nanda Kumar Cheruvatath?

HEICO states that there are no arrangements or understandings pursuant to which Mr. Cheruvatath was appointed as a director and that there are no related party transactions between the Company and Mr. Cheruvatath reportable under Item 404(a) of Regulation S-K.

What committee will Nanda Kumar Cheruvatath serve on at HEICO?

As of the date of the report, HEICO has appointed Mr. Cheruvatath to serve as a member of the Environmental, Safety and Health Committee, effective December 23, 2025.

What is Nanda Kumar Cheruvatath’s background relevant to HEICO Corporation?

Mr. Cheruvatath has decades of senior executive experience in aerospace and automotive, including more than thirty years at Eaton Corporation. He led strategic initiatives, major acquisitions, and long-term growth strategies for next-generation aerospace platforms, and since April 2024 has served as an advisor to aerospace companies and as Vice Chairman of an Eaton joint venture.

What are Nanda Kumar Cheruvatath’s academic qualifications mentioned by HEICO?

HEICO notes that Mr. Cheruvatath holds a Master of Business Administration from the University of Michigan, a Master of Science in Mechanical Engineering from Wayne State University, and a Bachelor of Science in Mechanical Engineering from BMS College of Engineering in Bangalore, India.