Victor H. Mendelson, Co-Chairman and Co-CEO of HEICO Corp, filed a Form 4 on October 28, 2026, disclosing the exercise of 58,000 stock options and a same-day share disposition on October 26, 2026.

Key Highlights

  • Option exercise: Mendelson exercised 58,000 options to purchase Common Stock at an exercise price of $44.9638 per share on October 26, 2026, via transaction code M.
  • Shares withheld for taxes: 27,559 shares of Common Stock were disposed of on October 26, 2026, at $309.71 per share via transaction code F.
  • Direct Common Stock ownership after transactions: 1,304,749 shares held directly, according to the filing.
  • Remaining options: 57,313 options at the $44.9638 exercise price remain outstanding, expiring March 17, 2027, along with additional option grants at higher exercise prices.
  • Performance-based options: A tranche of 10,000 performance-based options at $256.01 became exercisable May 27, 2026, following Compensation Committee certification that applicable performance conditions were achieved.
  • Roles: Mendelson is identified in the filing as a Director, Officer (Co-COB and Co-CEO), and member of a 10% owner group.

Mendelson's October 26, 2026 Transactions in HEICO Common Stock

According to the Form 4 filed with the SEC, Victor H. Mendelson, Co-Chairman of the Board and Co-Chief Executive Officer of HEICO Corp (NASDAQ:HEI), exercised 58,000 stock options on October 26, 2026, at an exercise price of $44.9638 per share. The transaction was recorded under code M, indicating an option exercise. On the same date, 27,559 shares of Common Stock were disposed of at $309.71 per share under transaction code F, which typically denotes shares withheld for tax purposes upon exercise.

Following these transactions, the filing reports that Mendelson directly holds 1,304,749 shares of Common Stock and 212,626 shares of Class A Common Stock. In addition, the filing discloses substantial indirect holdings across several structures, including shares owned by Mendelson International Corporation (jointly with his brother Eric Mendelson), by VHM Management Limited Partners, through the HEICO Corporation 401(k) plan, a Keogh Account, family trusts, a 409A deferred compensation plan, and as custodian for his children.

The filing also details five remaining option grants on Common Stock. After the partial exercise, 57,313 options at $44.9638 remain, expiring March 17, 2027. Additional unexercised option grants stand at 125,000 shares at $70.656 (expiring March 16, 2028), 125,000 shares at $134.70 (expiring September 24, 2031), 62,500 shares at $163.35 (expiring March 17, 2033), and 62,500 shares at $163.61 (expiring June 9, 2033). The filing notes that all of these options "become exercisable 20% per year over five years from the date of grant." A separate grant of 10,000 performance-based options at $256.01 vested on May 27, 2026, following certification by the Compensation Committee that performance conditions for the first measurement interval were met.

What Was Disclosed

Victor H. Mendelson, Co-COB and Co-CEO of HEICO Corp, disclosed the exercise of 58,000 options at $44.9638 and the same-day disposition of 27,559 shares at $309.71 on October 26, 2026, leaving him with 1,304,749 shares held directly.