STOCK TITAN

HEICO (HEI) Co-CEO Victor Mendelson reports 3,285-share gift and holdings update

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Insider MENDELSON VICTOR H
Role Co-COB and Co-CEO
Type Security Shares Price Value
Gift Class A Common Stock 3,285 $0.00 --
holding Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 212,626 shares (Direct, null); Common Stock — 1,274,308 shares (Direct, null); Class A Common Stock — 189,030 shares (Indirect, Owned by Corporation); Common Stock — 172,515 shares (Indirect, Owned by Partnership)
Footnotes (1)
  1. Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Eric Mendelson, the brother of the Reporting Person. Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person. Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated June 29, 2026. 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. Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person. Represents shares held for the reporting person by the HEICO Corporation Leadership Compensation Plan (409A Plan).
Gifted Class A shares 3,285 shares Bona fide gift of Class A Common Stock on June 29, 2026
Direct Class A holdings after gift 212,626 shares Class A Common Stock directly held following transaction
Direct Common Stock holdings 1,274,308 shares Common Stock directly held as of June 29, 2026
Common Stock by trusts 570,852 shares Indirect Common Stock ownership through trusts
Class A by corporation 189,030 shares Indirect Class A Common Stock owned by Mendelson International Corporation
Common Stock by partnership 172,515 shares Indirect Common Stock owned by VHM Management Limited Partners
Class A in 401(k) 88,439 shares Indirect Class A Common Stock held in HEICO Corporation 401(k)
Common Stock in 401(k) 93,198 shares Indirect Common Stock held in HEICO Corporation 401(k)
bona fide gift financial
"transaction_code_description: Bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
409A Plan financial
"Represents shares held for the reporting person by the HEICO Corporation Leadership Compensation Plan (409A Plan)."
401(k) financial
"Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated June 29, 2026."
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.
Revocable Investment Trust financial
"Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person."
Leadership Compensation Plan financial
"Represents shares held for the reporting person by the HEICO Corporation Leadership Compensation Plan (409A Plan)."
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Learn about SEC filing dates
SEC 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check 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 VICTOR H

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

(Street)
MIAMI FLORIDA 33131

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
HEICO CORP [ HEI, HEI.A ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)XOther (specify below)
Co-COB and Co-CEOMember of 10% owner group
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Stock1,274,308D
Class A Common Stock06/29/2026G3,285D$0212,626D
Class A Common Stock189,030IOwned by Corporation(1)
Common Stock172,515IOwned by Partnership(2)
Common Stock4,762IAs custodian for children
Class A Common Stock19,136IAs custodian for children
Common Stock93,198IBy 401(k)(3)
Class A Common Stock88,439IBy 401(k)(3)
Common Stock921IBy Keogh Account
Class A Common Stock16,133IBy Keogh Account
Common Stock570,852IBy Trusts(4)
Class A Common Stock137,199IBy Trusts(4)
Common Stock28,819IBy Trusts(5)
Class A Common Stock8,465IBy Trusts(5)
Common Stock4,072IBy 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
Explanation of Responses:
1. Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Eric Mendelson, the brother of the Reporting Person.
2. Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
3. Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated June 29, 2026.
4. 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.
5. Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.
6. Represents shares held for the reporting person by the HEICO Corporation Leadership Compensation Plan (409A Plan).
Remarks:
/s/ Victor H. Mendelson07/01/2026
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did HEICO (HEI) report for Victor H. Mendelson?

Victor H. Mendelson reported a bona fide gift of 3,285 Class A shares. The filing also updates his direct and indirect holdings across trusts, retirement plans, a partnership, and a corporation associated with him.

How many HEICO Class A shares did Victor H. Mendelson hold directly after this Form 4?

After the reported transactions, Victor H. Mendelson directly held 212,626 shares of HEICO Class A Common Stock. This figure reflects his position following the 3,285-share bona fide gift to trusts benefiting his immediate family members.

How many HEICO Common Stock shares does Victor H. Mendelson hold directly?

The Form 4 shows Victor H. Mendelson directly holding 1,274,308 shares of HEICO Common Stock. This direct position is in addition to his various indirect holdings through trusts, retirement plans, a partnership, and a corporation.

Was the HEICO (HEI) insider transaction a market sale or a gift?

The reported insider transaction was a bona fide gift, not a market sale. Victor H. Mendelson gifted 3,285 Class A shares to family trusts, with no cash proceeds reported and a price per share of 0.0000.

What indirect HEICO shareholdings does Victor H. Mendelson report on this Form 4?

He reports indirect holdings in HEICO shares through multiple vehicles, including trusts, a 401(k), a 409A Leadership Compensation Plan, Keogh accounts, a partnership, and Mendelson International Corporation. Each vehicle holds specified Common or Class A Common shares on his behalf.

How many HEICO shares were reported as gifted by Victor H. Mendelson?

The filing reports a bona fide gift of 3,285 shares of HEICO Class A Common Stock. These shares were transferred to trusts for the benefit of his immediate family members, where he serves as trustee according to the footnote disclosure.