HEICO (HEI) Co-CEO Victor H. Mendelson updates insider share holdings

Rhea-AI Filing Summary

HEICO Corp insider Victor H. Mendelson, who serves as Co-Chairman of the Board and Co-Chief Executive Officer and is also a director and member of a 10% owner group, reported a change in his holdings of HEICO Class A common stock. On 12/19/2025, he reported a transaction involving 2,660 shares of Class A Common Stock at a price of $0, which adjusted his reported positions.

Following the transaction, he directly owns 215,911 shares of Class A Common Stock and 1,277,020 shares of Common Stock, and he also reports significant indirect ownership through a corporation jointly owned with his brother, a partnership he controls, retirement and compensation plans, custodial accounts for his children, and multiple family trusts.

SEC Form 4

FORM 4

UNITED 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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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 FL 33131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEICO CORP [ HEI, HEI.A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Co-COB and Co-CEO		Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								1,277,020	D
Class A Common Stock	12/19/2025		G		2,660	D	$0	215,911	D
Class A Common Stock								191,440	I	Owned by Corporation(1)
Common Stock								172,515	I	Owned by Partnership(2)
Common Stock								4,762	I	As custodian for children
Class A Common Stock								19,136	I	As custodian for children
Common Stock								93,135	I	By 401(k)(3)
Class A Common Stock								88,368	I	By 401(k)(3)
Common Stock								921	I	By Keogh Account
Class A Common Stock								16,133	I	By Keogh Account
Common Stock								568,140	I	By Trusts(4)
Class A Common Stock								137,199	I	By Trusts(4)
Common Stock								28,806	I	By Trusts(5)
Class A Common Stock								8,465	I	By Trusts(5)
Common Stock								4,072	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 December 19, 2025.

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. Mendelson	12/22/2025
	** Signature of Reporting Person	Date
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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FAQ

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

The filing shows that on 12/19/2025, Victor H. Mendelson reported a transaction involving 2,660 shares of HEICO Class A Common Stock at a price of $0, updating his reported holdings.

What is Victor H. Mendelson’s role at HEICO (HEI)?

Victor H. Mendelson is reported as a Director, Co-Chairman of the Board (Co-COB), and Co-Chief Executive Officer (Co-CEO), and is also identified as part of a 10% owner group.

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

After the reported transaction, he directly owns 215,911 shares of HEICO Class A Common Stock.

How many HEICO common shares does Victor H. Mendelson own directly after the transaction?

Following the transaction, he directly owns 1,277,020 shares of HEICO Common Stock.

What indirect HEICO (HEI) holdings does Victor H. Mendelson report?

He reports indirect beneficial ownership through Mendelson International Corporation, VHM Management Limited Partners, custodial accounts for his children, the HEICO Corporation 401(k), a Keogh account, the HEICO Corporation Leadership Compensation Plan (409A Plan), and several family trusts.

What do the explanations in the Form 4 say about Mendelson’s family trusts and plans?

The explanations state that some shares were gifted to trusts for his immediate family, that one revocable investment trust is owned solely by him, and that certain shares are held for his benefit in the 401(k) and 409A leadership compensation plans.