HEICO Corp Co-COB and Co-CEO Eric A. Mendelson filed a Form 4 on October 28, 2026, reporting the exercise of 58,000 stock options and a related tax-withholding share disposition in HEICO common stock on October 26, 2026, with the issuer listed on NASDAQ:HEI and NASDAQ:HEI.A.

Key Highlights

  • Option exercise: Mendelson acquired 58,000 shares of Common Stock on October 26, 2026, via an "M" (option exercise) transaction at an exercise price of $44.9638 per share.
  • Shares withheld for taxes: 27,640 shares of Common Stock were disposed of on the same date under transaction code "F" at $309.71 per share.
  • Direct ownership after transactions: Mendelson directly held 1,296,767 shares of Common Stock and 151,239 shares of Class A Common Stock following the reported transactions.
  • Remaining options: After the exercise, 57,313 options at $44.9638 with expiration March 17, 2027, remain, along with additional tranches at exercise prices of $70.656, $134.70, $163.35, $163.61, and $256.01.
  • Performance-based options: A tranche of 10,000 options at $256.01 vested on May 27, 2026, upon certification by the Compensation Committee that performance conditions for the first measurement interval were achieved, according to the filing.
  • Broad indirect holdings: The filing also discloses indirect beneficial ownership through a Keogh account, trusts, a corporation, a partnership, custodial accounts for children, a 401(k) plan, and a 409A deferred compensation plan.

Mendelson's October 26, 2026 Option Exercise and Share Disposition at HEICO

According to the filing, Eric A. Mendelson, who serves as Co-Chairman of the Board and Co-Chief Executive Officer of HEICO Corp (NASDAQ:HEI, NASDAQ:HEI.A), exercised 58,000 stock options on October 26, 2026. The options carried an exercise price of $44.9638 per share. Immediately following the acquisition of those shares, 27,640 shares were disposed of at $309.71 per share under transaction code "F," which the form uses to designate shares withheld for payment of a tax liability. Following both transactions, Mendelson directly owned 1,296,767 shares of Common Stock.

The exercised options were part of a grant that is "exercisable at 20% per year over five years from the date of grant," as stated in the filing's footnotes. After the exercise, 57,313 options at the same $44.9638 exercise price remain, expiring March 17, 2027. Separate option tranches covering 125,000 shares each at $70.656 and $134.70, as well as 62,500 shares each at $163.35 and $163.61, are also listed as outstanding direct holdings.

The filing further notes that 10,000 performance-based stock options at $256.01 per share vested on May 27, 2026, following the Compensation Committee's certification that "the applicable performance conditions for the first measurement interval were achieved" for a grant originally made on March 14, 2025. Mendelson's indirect beneficial ownership spans multiple vehicles, including a Keogh account, family trusts for which he serves as trustee, Mendelson International Corporation (jointly owned with his brother Victor Mendelson), EAM Management Limited Partners, custodial accounts for his children, the HEICO Corporation 401(k) plan, and the HEICO Leadership Compensation Plan (409A Plan).

What Was Disclosed

The filing reports a stock option exercise of 58,000 shares and a tax-related disposal of 27,640 shares by HEICO's Co-COB and Co-CEO on October 26, 2026, along with a comprehensive snapshot of his direct and indirect beneficial ownership across multiple entities and plans.