HEI insider reports 80,000 option exercise and 38,004-share sale

Rhea-AI Filing Summary

HEICO Corp (HEI): Co‑Chairman and Co‑CEO Eric A. Mendelson reported insider transactions dated 10/31/2025. He exercised options and acquired 80,000 shares of Common Stock (Code M) at $44.9638, then reported a disposition of 38,004 Common shares (Code F) at $317.77.

Following these transactions, he reported 1,266,407 Common shares held directly and 148,891 Class A Common shares held directly. Indirect holdings include Common and Class A shares via trusts, a corporation, a partnership, Keogh and 401(k) plans, a 409A plan, and as custodian for children.

Derivative holdings include options to purchase Common Stock with exercise prices of $70.656 (expiring 03/16/2028; 125,000 shares), $134.7 (09/24/2031; 125,000), $163.35 (03/17/2033; 62,500), and $163.61 (06/09/2033; 62,500). The exercised grant at $44.9638 covered 80,000 shares; options are exercisable at 20% per year over five years from grant.

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

OMB APPROVAL

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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 ERIC A

(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)
10/31/2025

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	10/31/2025		M		80,000	A	$44.9638	1,304,411	D
Common Stock	10/31/2025		F		38,004	D	$317.77	1,266,407	D
Class A Common Stock								148,891	D
Common Stock								15,227	I	By Keogh Account
Class A Common Stock								10,078	I	By Keogh Account
Common Stock								427,326	I	By Trusts(1)
Class A Common Stock								191,440	I	Owned by Corporation(2)
Common Stock								392,718	I	Owned by Partnership(3)
Common Stock								4,522	I	As custodian for children
Class A Common Stock								5,204	I	As custodian for children
Common Stock								112,444	I	By 401(k)(4)
Class A Common Stock								107,166	I	By 401(k)(4)
Common Stock								6,302	I	By 409A Plan(5)
Class A Common Stock								10,042	I	By 409A Plan(5)

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
Option (Right to purchase Common Stock)	$44.9638	10/31/2025		M			80,000	(6)	03/17/2027	Common Stock	80,000	$0	115,313	D
Option (Right to purchase Common Stock)	$70.656							(6)	03/16/2028	Common Stock	125,000		125,000	D
Option (Right to purchase Common Stock)	$134.7							(6)	09/24/2031	Common Stock	125,000		125,000	D
Option (Right to purchase Common Stock)	$163.35							(6)	03/17/2033	Common Stock	62,500		62,500	D
Option (Right to purchase Common Stock)	$163.61							(6)	06/09/2033	Common Stock	62,500		62,500	D

Explanation of Responses:

1. 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.

2. Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Victor Mendelson, the brother of the Reporting Person.

3. Represents shares owned by EAM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.

4. Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated October 31, 2025.

5. Represents shares held for the Reporting Person by the HEICO Leadership Compensation Plan (409A Plan).

6. These options are exercisable at 20% per year over five years from the date of grant.

Remarks:

	/s/ Eric A. Mendelson	11/04/2025
	** 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).
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FAQ

What insider transactions did HEI’s Co-CEO report on 10/31/2025?

He acquired 80,000 Common shares via option exercise (Code M) at $44.9638 and disposed of 38,004 Common shares (Code F) at $317.77.

How many HEICO (HEI) shares does the insider hold directly after the transactions?

He reported 1,266,407 Common shares and 148,891 Class A Common shares held directly.

What option grants remain outstanding for the HEI insider?

Options with exercise prices of $70.656 (125,000; exp. 03/16/2028), $134.7 (125,000; exp. 09/24/2031), $163.35 (62,500; exp. 03/17/2033), and $163.61 (62,500; exp. 06/09/2033).

What was the price for the exercised options on HEI stock?

The exercised options covered 80,000 shares at an exercise price of $44.9638.

Does the filing show indirect ownership by the HEI insider?

Yes. Indirect holdings include shares via trusts, a corporation, a partnership, Keogh and 401(k) plans, a 409A plan, and as custodian for children.

What is the vesting schedule for the HEI options?

The options are exercisable at 20% per year over five years from the grant date.