HEICO Co-CEO Victor H. Mendelson Exercises Stock Options and Retains Net Shares

Executive Summary

On October 28, 2026, HEICO Corp ($HEI) Co-Chairman of the Board and Co-Chief Executive Officer Victor H. Mendelson filed a Form 4 detailing equity incentive transactions executed on October 26, 2026:

1. Option Exercise (Code M): Exercised stock options for 58,000 shares of Common Stock at an exercise price of $44.9638 per share, set to expire in March 2027.
2. Shares Withheld for Taxes / Exercise Cost (Code F): Delivered/surrendered 27,559 shares of Common Stock at the fair market value of $309.71 per share (total value of ~$8.54 million) to pay the exercise price and satisfy tax withholding liabilities.

Net Impact on Holdings

• Net Change: Direct ownership increased by +30,441 Common Stock shares.
• Post-Transaction Direct Ownership: 1,304,749 shares of Common Stock and 212,626 shares of Class A Common Stock.
• Indirect Ownership: Maintains extensive indirect holdings across family trusts, partnerships, retirement accounts, and corporate vehicles.

Market & Trading Significance

This transaction reflects routine execution of expiring stock options structured through a net share settlement/withholding rather than an open-market sale. Because no open-market disposition took place and the insider's net share count increased, the market significance is classified as Low.