[Form 4] HEICO CORP Insider Trading Activity

Rhea-AI Filing Summary

HEICO (HEI) filed a Form 4 for Victor H. Mendelson (Co‑COB and Co‑CEO) detailing transactions dated 10/31/2025. He exercised options for 80,000 shares of Common Stock at $44.9638 (code M) and then disposed of 37,930 shares at $317.77 (code F).

After these transactions, he directly owns 1,277,020 shares of Common Stock. The filing also lists various indirect holdings through a corporation, partnership, trusts, retirement plans, and custodial accounts. Option awards are described as becoming exercisable 20% per year over five years from the grant date.

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

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 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	1,314,950	D
Common Stock	10/31/2025		F		37,930	D	$317.77	1,277,020	D
Class A Common Stock								218,571	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
Option (Right to purchase Common Stock)	$44.9638	10/31/2025		M			80,000	(7)	03/17/2027	Common Stock	80,000	$0	115,313	D
Option (Right to purchase Common Stock)	$70.656							(7)	03/16/2028	Common Stock	125,000		125,000	D
Option (Right to purchase Common Stock)	$134.7							(7)	09/24/2031	Common Stock	125,000		125,000	D
Option (Right to purchase Common Stock)	$163.35							(7)	03/17/2033	Common Stock	62,500		62,500	D
Option (Right to purchase Common Stock)	$163.61							(7)	06/09/2033	Common Stock	62,500		62,500	D

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 October 31, 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).

7. These options become exercisable 20% per year over five years from the date of Grant.

Remarks:

	/s/ Victor H. 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).
** 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.

FAQ

What insider transaction did HEICO (HEI) report for 10/31/2025?

Victor H. Mendelson exercised 80,000 Common Stock options at $44.9638 (code M) and disposed of 37,930 shares at $317.77 (code F).

How many HEICO shares does Victor H. Mendelson hold directly after the transactions?

He directly holds 1,277,020 shares of Common Stock following the reported transactions.

What do the transaction codes M and F mean in this HEICO Form 4?

Code M indicates an option exercise; code F indicates a disposition to satisfy tax withholding.

Does the filing show indirect HEICO holdings for Victor H. Mendelson?

Yes. It lists indirect holdings via a corporation, partnership, trusts, 401(k), Keogh, 409A plan, and custodial accounts.

What option vesting schedule is disclosed?

The filing states options become exercisable 20% per year over five years from the grant date.

Are additional option grants and expirations disclosed?

Yes. The table lists multiple option grants with exercise prices and expirations, including an entry expiring on 03/17/2027.