HEICO Corporation

11/04/2025 | Press release | Distributed by Public on 11/04/2025 16:28

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MENDELSON ERIC A
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
(Last) (First) (Middle)
825 BRICKELL BAY DRIVE, SUITE 1644
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025
(Street)
MIAMI, FL 33131
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MENDELSON ERIC A
825 BRICKELL BAY DRIVE, SUITE 1644
MIAMI, FL 33131
X Co-COB and Co-CEO Member of 10% owner group

Signatures

/s/ Eric A. Mendelson 11/04/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
HEICO Corporation published this content on November 04, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 04, 2025 at 22:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]