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HEICO co-CEO Victor H. Mendelson exercises 58,000 options

The report also lists direct options to purchase common stock with expiration dates from 2028 through 2035.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

HEICO Corp. Co-COB and Co-CEO Victor H. Mendelson exercised options for 58,000 common shares on October 26, 2026, at an exercise price of $44.9638 per share. The same-day report records 58,000 common shares acquired and 27,559 shares delivered or withheld for payment of exercise price or tax liability; that entry lists a price of $309.71 per share.

Additional reported direct options include 125,000 underlying shares at $70.656, expiring March 16, 2028, and 10,000 at $256.01, expiring March 14, 2035. Mendelson’s reported direct holdings include 212,626 Class A shares. Reported indirect holdings include 189,030 Class A shares owned by Mendelson International Corporation and 172,515 common shares owned by VHM Management Limited Partners.

Insider MENDELSON VICTOR H
Role Co-COB and Co-CEO
Type Security Shares Price Value
Exercise Option (Right to purchase Common Stock) F7 58,000 $0.00 $0.00
Exercise Common Stock 58,000 $44.9638 $2.61M
Exercise Price or Tax Liability Common Stock 27,559 $309.71 $8.54M
holding Option (Right to purchase Common Stock) F7 -- -- --
holding Option (Right to purchase Common Stock) F7 -- -- --
holding Option (Right to purchase Common Stock) F7 -- -- --
holding Option (Right to purchase Common Stock) F7 -- -- --
holding Option (Right to purchase Common Stock) F8 -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock F1 -- -- --
holding Common Stock F2 -- -- --
holding Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Common Stock F4 -- -- --
holding Class A Common Stock F4 -- -- --
holding Common Stock F5 -- -- --
holding Class A Common Stock F5 -- -- --
holding Common Stock F6 -- -- --
holding Class A Common Stock F6 -- -- --
Holdings After Transaction: Option (Right to purchase Common Stock) — 442,313 contracts for 385,000 underlying shares (Direct); Common Stock — 1,304,749 shares (Direct); Class A Common Stock — 212,626 shares (Direct); Class A Common Stock — 189,030 shares (Indirect, Owned by Corporation); Common Stock — 172,515 shares (Indirect, Owned by Partnership); Common Stock — 4,762 shares (Indirect, As custodian for children); Class A Common Stock — 19,136 shares (Indirect, As custodian for children); Common Stock — 93,235 shares (Indirect, By 401(k)); Class A Common Stock — 88,487 shares (Indirect, By 401(k)); Common Stock — 921 shares (Indirect, By Keogh Account); Class A Common Stock — 16,133 shares (Indirect, By Keogh Account); Common Stock — 599,671 shares (Indirect, By Trusts); Class A Common Stock — 145,664 shares (Indirect, By Trusts); Common Stock — 4,072 shares (Indirect, By 409A Plan); Class A Common Stock — 795 shares (Indirect, By 409A Plan)
Footnotes (8)
  1. F1. 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. F2. Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
  3. F3. 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.
  4. F4. 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. F5. Represents shares owned by the Victor H. Mendelson Revocable Investment Trust which is owned solely by the Reporting Person.
  6. F6. Represents shares held for the reporting person by the HEICO Corporation Leadership Compensation Plan (409A Plan).
  7. F7. These options become exercisable 20% per year over five years from the date of grant.
  8. F8. 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.
Common shares acquired through option exercise 58,000 shares October 26, 2026
Exercise price $44.9638 per share Options exercised on October 26, 2026
Shares delivered or withheld 27,559 shares For payment of exercise price or tax liability on October 26, 2026
Reported price per share $309.71 per share Entry for 27,559 shares delivered or withheld on October 26, 2026
Direct Class A holdings 212,626 shares Reported October 26, 2026
Class A shares owned by Mendelson International Corporation 189,030 shares Reported indirect holdings on October 26, 2026
Common shares owned by VHM Management Limited Partners 172,515 shares Reported indirect holdings on October 26, 2026
performance-based stock options financial
"first tranche (20%) of performance-based stock options"
401(k) plan financial
"held for the benefit of the Reporting Person by the HEICO Corporation 401(k) plan"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
409A Plan financial
"HEICO Corporation Leadership Compensation Plan (409A Plan)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HEI shares did Victor H. Mendelson acquire through options?

HEICO Corp. Co-COB and Co-CEO Victor H. Mendelson acquired 58,000 common shares through an option exercise on October 26, 2026, at an exercise price of $44.9638 per share.

How many HEI shares were delivered or withheld in Mendelson’s option exercise?

27,559 shares were delivered or withheld for payment of exercise price or tax liability on October 26, 2026; the entry lists a price of $309.71 per share.

What other HEI options are listed for Victor H. Mendelson?

The reported direct options include 125,000 underlying shares at $70.656, expiring March 16, 2028; 125,000 at $134.70, expiring September 24, 2031; 62,500 at $163.35, expiring March 17, 2033; 62,500 at $163.61, expiring June 9, 2033; and 10,000 at $256.01, expiring March 14, 2035.

What does HEI’s report say about the 10,000 options at a $256.01 exercise price?

The 10,000-share option position represents the first tranche, or 20%, of performance-based stock options granted March 14, 2025. It vested after the Compensation Committee certified on May 27, 2026, that the applicable performance conditions for the first measurement interval were achieved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
10/26/2026
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 Stock10/26/2026M58,000A$44.96381,332,308D
Common Stock10/26/2026F27,559D$309.711,304,749D
Class A Common Stock212,626D
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 Stock93,235IBy 401(k)(3)
Class A Common Stock88,487IBy 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)
Class A Common Stock795IBy 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. 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) plan, based on a plan statement dated October 27, 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).
7. These options become exercisable 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/ Victor H. 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).
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)

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