HEI.A

• Net proceeds will be used to pay down borrowings under HEICO's $2.2 billion revolving credit agreement, preserving capacity for future acquisitions.
• The notes are unsecured senior obligations ranking equally with existing and future senior unsecured debt, with interest payable semi-annually starting February 1, 2027.
• The offering was made under a shelf registration statement that became effective July 13, 2026, with Truist Bank as trustee.
• Joint book-running managers included Truist Securities, BofA Securities, PNC Capital Markets, Wells Fargo Securities, Credit Agricole CIB, and TD Securities.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The amendment increases the revolving credit facility capacity from $2.0 billion to $2.2 billion.
• The maturity date of the credit agreement is extended to June 11, 2031.
• The applicable interest rate will now be based on the most recently published ratings for HEICO's senior unsecured long-term debt.
• Subsidiary guarantors were released from their guarantee obligations under the credit facility and related indentures for HEICO's 5.250% Notes due 2028 and 5.350% Notes due 2031.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Net sales increased 25% to a record $1,375.7 million in Q2 FY2026, with consolidated operating income up 41% to a record $350.4 million and operating margin improving to 25.5% from 22.6%.
• First six months of fiscal 2026 net income increased 31% to a record $424.0 million, or $3.01 per diluted share, on net sales up 20% to a record $2,554.3 million.
• Flight Support Group Q2 net sales rose 21% to a record $929.4 million and operating income rose 31% to a record $243.1 million; Electronic Technologies Group Q2 net sales rose 34% to a record $459.5 million and operating income rose 56% to a record $121.8 million.
• Management expects increased net sales at both segments for the remainder of fiscal 2026, supported by demand and recent acquisitions, and continues to evaluate acquisition opportunities.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• HEICO Corporation held its Annual Meeting of Shareholders on March 13, 2026, with voting results reported on March 17, 2026.
• Shareholders approved, on a non-binding advisory basis, executive compensation with 48,957,609 votes for and 4,907,408 against.
• The appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending October 31, 2026 was ratified with 56,478,611 votes for.
• Voting was based on 55,142,805 shares of Common Stock (one vote each) and 84,266,714 shares of Class A Common Stock (one-tenth vote each) as of the January 16, 2026 record date.

5.07 Submission of Matters to a Vote of Security Holders

• Operating income rose 15% to $259.9 million, with operating margin improving to 22.1% from 22.0%.
• EBITDA increased 14% to $312.0 million, up from $273.9 million in the prior-year quarter.
• Flight Support Group net sales grew 15% to $820.0 million, while Electronic Technologies Group net sales rose 12% to $370.7 million.
• Management expects continued sales momentum across both segments for the remainder of fiscal 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On December 18, 2025, HEICO Corporation's Board appointed Nanda Kumar Cheruvatath as an independent director, effective December 24, 2025.
• He will serve on the Environmental, Safety and Health Committee effective December 23, 2025.
• There were no arrangements or understandings regarding his appointment, and no reportable related party transactions under Item 404(a).
• Since retiring from Eaton in April 2024, he has advised aerospace companies and currently serves as Vice Chairman of an Eaton joint venture.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Full-year net income increased 34% to a record $690.4 million, or $4.90 per diluted share, on net sales up 16% to $4,485.0 million.
• Flight Support Group Q4 net sales grew 21% to $834.4 million; Electronic Technologies Group Q4 net sales grew 14% to $384.8 million.
• Cash flow from operations rose 44% in Q4 to $295.3 million; total debt to net income ratio improved to 3.14x.
• Board declared a semiannual dividend of $0.12 per share, payable in January 2026; management expects net sales growth in fiscal 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Laurans A. Mendelson, Executive Chairman of HEICO Corporation, passed away on September 27, 2025, at age 87.
• The appointments follow the Company's long-standing succession plans previously approved by the Board of Directors.
• HEICO stated it does not anticipate any changes to its business or operations as a result of Mr. Mendelson's passing.
• Mr. Mendelson served as Chairman and CEO from 1990 until earlier this year, when he became Executive Chairman.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits