Companies: 10,879     total market cap: $151.084 T
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HEICO
HEI
#541
Rank
$46.31 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$331.61
Share price
-2.24%
Change (1 day)
9.01%
Change (1 year)
๐Ÿ”Œ Electronics
Categories
HEICO Corporation is an aerospace and electronics company that manufactures components for aircraft, spacecraft, defense equipment, medical equipment, and telecommunications systems.
  1. HEICO
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2026 Q2

HEICO - 10-Q quarterly report FY2026 Q2


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2026
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number: 001-04604
HEICO CORPORATION
(Exact name of registrant as specified in its charter)
Florida65-0341002
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)
3000 Taft Street, Hollywood, Florida
33021
(Address of principal executive offices)(Zip Code)
(954) 987-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per share HEINew York Stock Exchange
Class A Common Stock, $.01 par value per share HEI.ANew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of each of the registrant’s classes of common stock as of May 27, 2026 is as follows:
Common Stock, $.01 par value
55,170,957 shares
Class A Common Stock, $.01 par value
84,488,320 shares

HEICO CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

Page
Part I.Financial Information
Item 1.
Condensed Consolidated Balance Sheets (unaudited)
as of April 30, 2026 and October 31, 2025
2
Condensed Consolidated Statements of Operations (unaudited)
for the six and three months ended April 30, 2026 and 2025
3
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the six and three months ended April 30, 2026 and 2025
4
Condensed Consolidated Statements of Shareholders’ Equity (unaudited) for the six and three months ended April 30, 2026 and 2025
5
Condensed Consolidated Statements of Cash Flows (unaudited)
for the six months ended April 30, 2026 and 2025
7
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
28
Item 3.
40
Item 4.
40
Part II.Other Information
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
41
Item 5.Other Events
41
Item 6.
42
Signatures
43

1

PART I. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS

HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(in thousands, except per share data)
April 30, 2026October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$210,335 $217,781 
Accounts receivable, net734,955 637,615 
Contract assets131,590 119,257 
Inventories, net1,410,527 1,295,336 
Prepaid expenses and other current assets149,069 86,377 
Total current assets2,636,476 2,356,366 
Property, plant and equipment, net462,831 431,710 
Goodwill4,197,386 3,661,624 
Intangible assets, net1,715,157 1,471,440 
Other assets580,363 579,294 
Total assets$9,592,213 $8,500,434 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt$3,402 $3,358 
Trade accounts payable293,744 231,040 
Accrued expenses and other current liabilities594,007 577,624 
Income taxes payable12,429 19,982 
Total current liabilities903,582 832,004 
Long-term debt, net of current maturities2,583,888 2,164,587 
Deferred income taxes164,584 107,186 
Other long-term liabilities548,588 550,124 
Total liabilities4,200,642 3,653,901 
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests (Note 3)536,654 467,358 
Shareholders’ equity:
Preferred Stock, $.01 par value per share; 10,000 shares authorized; none issued
— — 
Common Stock, $.01 par value per share; 150,000 shares authorized; 55,171 and 55,143 shares issued and outstanding
552 551 
Class A Common Stock, $.01 par value per share; 150,000 shares authorized; 84,488 and 84,198 shares issued and outstanding
845 842 
Capital in excess of par value729,863 650,667 
Deferred compensation obligation8,096 8,096 
HEICO stock held by irrevocable trust(8,096)(8,096)
Accumulated other comprehensive income7,472 5,581 
Retained earnings4,033,326 3,647,678 
Total HEICO shareholders’ equity4,772,058 4,305,319 
Noncontrolling interests82,859 73,856 
Total shareholders’ equity4,854,917 4,379,175 
Total liabilities and equity$9,592,213 $8,500,434 

The accompanying notes are an integral part of these condensed consolidated financial statements.

2
HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – UNAUDITED
(in thousands, except per share data)
Six months ended April 30,Three months ended April 30,
2026202520262025
Net sales$2,554,295 $2,128,042 $1,375,713 $1,097,820 
Operating costs and expenses:
Cost of sales1,529,806 1,284,576 806,188 660,016 
Selling, general and administrative expenses414,153 368,509 219,088 189,652 
Total operating costs and expenses1,943,959 1,653,085 1,025,276 849,668 
Operating income
610,336 474,957 350,437 248,152 
Interest expense(63,647)(65,323)(34,161)(32,865)
Other income 2,298 1,555 1,254 636 
Income before income taxes and noncontrolling interests
548,987 411,189 317,530 215,923 
Income tax expense93,900 59,100 67,200 45,400 
Net income from consolidated operations455,087 352,089 250,330 170,523 
Less: Net income attributable to noncontrolling interests
31,098 27,341 16,529 13,730 
Net income attributable to HEICO$423,989 $324,748 $233,801 $156,793 
Net income per share attributable to HEICO shareholders:
Basic$3.04 $2.34 $1.68 $1.13 
Diluted$3.01 $2.31 $1.66 $1.12 
Weighted average number of common shares outstanding:
Basic139,464 138,921 139,561 139,005 
Diluted141,049 140,541 141,068 140,599 

The accompanying notes are an integral part of these condensed consolidated financial statements.



3


HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME – UNAUDITED
(in thousands)
Six months ended April 30,Three months ended April 30,
2026202520262025
Net income from consolidated operations$455,087 $352,089 $250,330 $170,523 
Other comprehensive income (loss):
Foreign currency translation adjustments980 26,278 (11,652)55,092 
Unrealized loss on defined benefit pension plan, net of tax(15)— (8)— 
Amortization of unrealized loss on defined benefit pension plan, net of tax
10 1 4 — 
Total other comprehensive income (loss)975 26,279 (11,656)55,092 
Comprehensive income from consolidated operations
456,062 378,368 238,674 225,615 
Net income attributable to noncontrolling interests
31,098 27,341 16,529 13,730 
Foreign currency translation adjustments attributable to noncontrolling interests
(916)614 (922)1,917 
Comprehensive income attributable to noncontrolling interests
30,182 27,955 15,607 15,647 
Comprehensive income attributable to HEICO$425,880 $350,413 $223,067 $209,968 

The accompanying notes are an integral part of these condensed consolidated financial statements.



4


HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - UNAUDITED
For the Six Months Ended April 30, 2026 and 2025
(in thousands, except per share data)
HEICO Shareholders' Equity
Redeemable Noncontrolling InterestsCommon StockClass A Common StockCapital in Excess of Par ValueDeferred Compensation ObligationHEICO Stock Held by Irrevocable TrustAccumulated Other Comprehensive IncomeRetained EarningsNoncontrolling InterestsTotal Shareholders' Equity
Balances as of October 31, 2025$467,358 $551 $842 $650,667 $8,096 ($8,096)$5,581 $3,647,678 $73,856 $4,379,175 
Comprehensive income 20,899 — — — — — 1,891 423,989 9,283 435,163 
Cash dividends ($.12 per share)
— — — — — — — (16,724)— (16,724)
Issuance of common stock for acquisitions— — 2 42,268 — — — — — 42,270 
Share-based compensation expense
— — — 22,517 — — — — — 22,517 
Issuance of common stock to HEICO Savings and Investment Plan
— 1 — 15,613 — — — — — 15,614 
Proceeds from stock option exercises
— — 1 3,842 — — — — — 3,843 
Redemptions of common stock related to stock option exercises
— — — (4,813)— — — — — (4,813)
Noncontrolling interests assumed related to acquisitions54,696 — — — — — — — — — 
Distributions to noncontrolling interests
(16,084)— — — — — — — (280)(280)
Acquisitions of noncontrolling interests(12,414)— — — — — — — — — 
Adjustments to redemption amount of redeemable noncontrolling interests
21,517 — — — — — — (21,517)— (21,517)
Other
682 — — (231)— — — (100)— (331)
Balances as of April 30, 2026$536,654 $552 $845 $729,863 $8,096 ($8,096)$7,472 $4,033,326 $82,859 $4,854,917 
HEICO Shareholders' Equity
Redeemable Noncontrolling InterestsCommon StockClass A Common StockCapital in Excess of Par ValueDeferred Compensation ObligationHEICO Stock Held by Irrevocable TrustAccumulated Other Comprehensive LossRetained EarningsNoncontrolling InterestsTotal Shareholders' Equity
Balances as of October 31, 2024$366,156 $550 $838 $599,399 $7,272 ($7,272)($26,076)$3,062,166 $60,529 $3,697,406 
Comprehensive income19,460 — — — — — 25,665 324,748 8,495 358,908 
Cash dividends ($.11 per share)
— — — — — — — (15,272)— (15,272)
Issuance of common stock to HEICO Savings and Investment Plan
— — — 13,062 — — — — — 13,062 
Share-based compensation expense
— — — 10,671 — — — — — 10,671 
Issuance of common stock for an acquisition— — 1 10,122 — — — — — 10,123 
Proceeds from stock option exercises
— — 1 5,785 — — — — — 5,786 
Redemptions of common stock related to stock option exercises
— — — (1,415)— — — — — (1,415)
Noncontrolling interests assumed related to acquisitions27,877 — — — — — — — — — 
Distributions to noncontrolling interests
(16,008)— — — — — — — (1,268)(1,268)
Acquisitions of noncontrolling interests(4,205)— — — — — — — — — 
Adjustments to redemption amount of redeemable noncontrolling interests
42,809 — — — — — — (42,809)— (42,809)
Other
382 — — 357 — — — (242)— 115 
Balances as of April 30, 2025$436,471 $550 $840 $637,981 $7,272 ($7,272)($411)$3,328,591 $67,756 $4,035,307 
The accompanying notes are an integral part of these condensed consolidated financial statements.



5


HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - UNAUDITED
For the Three Months Ended April 30, 2026 and 2025
(in thousands, except per share data)
HEICO Shareholders' Equity
Redeemable Noncontrolling InterestsCommon StockClass A Common StockCapital in Excess of Par ValueDeferred Compensation ObligationHEICO Stock Held by Irrevocable TrustAccumulated Other Comprehensive IncomeRetained EarningsNoncontrolling InterestsTotal Shareholders' Equity
Balances as of January 31, 2026$464,581 $551 $843 $659,868 $8,096 ($8,096)$18,206 $3,823,219 $78,461 $4,581,148 
Comprehensive income (loss)11,098 — — — — — (10,734)233,801 4,509 227,576 
Issuance of common stock for acquisitions— — 2 42,268 — — — — — 42,270 
Issuance of common stock to HEICO Savings and Investment Plan
— 1 — 15,613 — — — — — 15,614 
Share-based compensation expense
— — — 11,221 — — — — — 11,221 
Proceeds from stock option exercises
— — — 947 — — — — — 947 
Redemptions of common stock related to stock option exercises
— — — (282)— — — — — (282)
Noncontrolling interest assumed related to acquisitions54,696 — — — — — — — — — 
Distributions to noncontrolling interests
(9,072)— — — — — — — (111)(111)
Acquisitions of noncontrolling interests(8,342)— — — — — — — — — 
Adjustments to redemption amount of redeemable noncontrolling interests
23,693 — — — — — — (23,693)— (23,693)
Other
— — — 228 — — — (1)— 227 
Balances as of April 30, 2026$536,654 $552 $845 $729,863 $8,096 ($8,096)$7,472 $4,033,326 $82,859 $4,854,917 

HEICO Shareholders' Equity
Redeemable Noncontrolling InterestsCommon StockClass A Common StockCapital in Excess of Par ValueDeferred Compensation ObligationHEICO Stock Held by Irrevocable TrustAccumulated Other Comprehensive LossRetained EarningsNoncontrolling InterestsTotal Shareholders' Equity
Balances as of January 31, 2025$424,083 $550 $839 $618,622 $7,272 ($7,272)($53,586)$3,180,102 $64,201 $3,810,728 
Comprehensive income11,887 — — — — — 53,175 156,793 3,760 213,728 
Issuance of common stock to HEICO Savings and Investment Plan
— — — 10,383 — — — — — 10,383 
Share-based compensation expense
— — — 6,000 — — — — — 6,000 
Proceeds from stock option exercises
— — 1 4,188 — — — — — 4,189 
Redemptions of common stock related to stock option exercises
— — — (1,320)— — — — — (1,320)
Noncontrolling interest assumed related to acquisitions(35)— — — — — — — — — 
Distributions to noncontrolling interests
(7,122)— — — — — — — (205)(205)
Acquisitions of noncontrolling interests(947)— — — — — — — — — 
Adjustments to redemption amount of redeemable noncontrolling interests
8,223 — — — — — — (8,223)— (8,223)
Other
382 — — 108 — — — (81)— 27 
Balances as of April 30, 2025$436,471 $550 $840 $637,981 $7,272 ($7,272)($411)$3,328,591 $67,756 $4,035,307 
The accompanying notes are an integral part of these condensed consolidated financial statements.



6



HEICO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(in thousands)
Six months ended April 30,
20262025
Operating Activities:
Net income from consolidated operations$455,087 $352,089 
Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities:
Depreciation and amortization107,642 95,102 
Share-based compensation expense22,517 10,671 
Deferred income tax provision (benefit)11,801 (17,940)
Employer contributions to HEICO Savings and Investment Plan10,474 8,500 
Increase in accrued contingent consideration, net4,502 6,766 
Payment of contingent consideration— (2,190)
Changes in operating assets and liabilities, net of acquisitions:
Increase in accounts receivable(65,133)(40,361)
Increase in contract assets(6,300)(12,319)
Increase in inventories(40,463)(46,134)
(Increase) decrease in prepaid expenses and other current assets(23,429)4,535 
Increase in trade accounts payable49,951 29,193 
Decrease in accrued expenses and other current liabilities(75,872)(39,266)
(Decrease) increase in income taxes payable(12,302)10,599 
Net changes in other long-term liabilities and assets related to
   HEICO Leadership Compensation Plan		13,702 16,555 
Other18,393 31,929 
Net cash provided by operating activities470,570 407,729 
Investing Activities:
Acquisitions, net of cash acquired(821,269)(286,161)
Capital expenditures(31,546)(33,299)
Investments related to HEICO Leadership Compensation Plan (16,800)(17,700)
Proceeds from corporate-owned life insurance policy withdrawals22,654 — 
Other(3,995)(2,599)
Net cash used in investing activities(850,956)(339,759)
Financing Activities:
Borrowings on revolving credit facility830,700 145,000 
Payments on revolving credit facility(410,700)(95,000)
Cash dividends paid(16,724)(15,272)
Distributions to noncontrolling interests(16,364)(17,563)
Acquisitions of noncontrolling interests(12,414)(4,205)
Redemptions of common stock related to stock option exercises(4,813)(1,415)
Payment of contingent consideration— (5,954)
Proceeds from stock option exercises3,843 5,786 
Other(1,642)(2,114)
Net cash provided by financing activities371,886 9,263 
Effect of exchange rate changes on cash1,054 2,973 
Net (decrease) increase in cash and cash equivalents(7,446)80,206 
Cash and cash equivalents at beginning of year217,781 162,103 
Cash and cash equivalents at end of period$210,335 $242,309 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7

HEICO CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of HEICO Corporation and its subsidiaries (collectively, “HEICO,” or the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Therefore, the condensed consolidated financial statements do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025. The October 31, 2025 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income, statements of shareholders' equity and statements of cash flows for such interim periods presented. The results of operations for the six months ended
April 30, 2026 are not necessarily indicative of the results which may be expected for the entire
fiscal year.

The Company has two operating segments: the Flight Support Group (“FSG”), consisting of HEICO Aerospace Holdings Corp. and HEICO Flight Support Corp. ("HFSC") and their respective subsidiaries; and the Electronic Technologies Group (“ETG”), consisting of HEICO Electronic Technologies Corp. ("HEICO Electronic") and its subsidiaries.

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of specific categories in the annual effective tax rate reconciliation table and further disaggregation for reconciling items that meet a quantitative threshold. The ASU also requires the disaggregation of income taxes paid by jurisdiction. ASU 2023-09 may be applied either prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2024, or in fiscal 2026 for HEICO. Early adoption is permitted. The adoption of this guidance will not affect the Company's consolidated results of operations, financial position or cash flows and the Company is currently evaluating the effect the guidance will have on its disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires more detailed disclosures about
8

specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the income statement (such as cost of sales and selling, general and administrative "SG&A" expenses). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, or in fiscal 2028 for HEICO, and interim reporting periods within fiscal years beginning one year later. Early adoption is permitted. The adoption of this guidance will not affect the Company's consolidated results of operations, financial position or cash flows and the Company is currently evaluating the effect the guidance will have on its disclosures.


2.     ACQUISITIONS

In January 2026, the Company, through HEICO Electronic, acquired 100% of the equity of Axillon Aerospace’s Fuel Containment Business, which following the acquisition, was renamed Rockmart Fuel Containment, LLC (“Rockmart”). Rockmart designs and manufactures advanced fuel containment solutions, primarily for military fixed- and rotary-wing aircraft. The purchase price of this acquisition was paid in cash, using proceeds from the Company's revolving credit facility and is not material or significant to the Company's condensed consolidated financial statements.

In February 2026, the Company, through a subsidiary of HFSC, acquired 100% of the membership interests of EthosEnergy Accessories and Components, LLC and 100% of the stock of EthosEnergy Accessories and Components, Limited (collectively, “Ethos”). Ethos provides repair solutions for engine components and accessories for various aeroderivative, aerospace, and defense engine platforms. The purchase price of this acquisition was paid with a combination of cash, using proceeds from the Company's revolving credit facility, and through the issuance of 95,483 shares of HEICO Class A Common Stock and is not material or significant to the Company's condensed consolidated financial statements.

In April 2026, the Company, through a subsidiary of HFSC, acquired 80% of the stock of Sherwood Avionics and Accessories, Inc. (“Sherwood”). Sherwood is an FAA and EASA Part 145 repair station specializing in the maintenance, repair and overhaul of complex, mission-critical mechanical and electro-mechanical components for defense and select commercial aviation platforms. The remaining 20% interest will continue to be owned by certain members of Sherwood's management team. See Note 3, Selected Financial Statement Information - Redeemable Noncontrolling Interests, for additional information. The purchase price of this acquisition was paid with a combination of cash, using proceeds from the Company's revolving credit facility, and through the issuance of 86,474 shares of HEICO Class A Common Stock and is not material or significant to the Company's condensed consolidated financial statements.

In April 2026, the Company, through a subsidiary of HEICO Electronic, acquired 90% of the stock of Southwest Antennas, Inc. (“SWA”). SWA designs and manufactures high-performance rugged and mission-critical antennas primarily for ground-based defense and law enforcement applications. The remaining 10% interest will continue to be owned by a member of SWA's management team. See Note 3, Selected Financial Statement Information -
9

Redeemable Noncontrolling Interests, for additional information. The total consideration includes an accrual of $2.7 million as of the acquisition date representing the estimated fair value of contingent consideration the Company may be obligated to pay should SWA meet a certain earnings objective following the acquisition. See Note 8, Fair Value Measurements, for additional information regarding the Company's contingent consideration obligation. The purchase price of this acquisition was paid in cash, using proceeds from the Company's revolving credit facility and is not material or significant to the Company's condensed consolidated financial statements.

The following table summarizes the aggregate total consideration for the Company's fiscal 2026 acquisitions (in thousands):
Cash paid
$827,609 
Less: cash acquired
(4,762)
Cash paid, net
822,847 
Issuance of common stock for acquisitions42,270 
Contingent consideration
2,695 
Additional purchase consideration
(8,299)
Total consideration
$859,513 

10

The following table summarizes the allocation of the aggregate total consideration for the Company's fiscal 2026 acquisitions to the estimated fair values of the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed (in thousands):
Assets acquired:
Goodwill $542,378 
Customer relationships 178,700 
Intellectual property121,400 
Inventories73,887 
Accounts receivable31,813 
Property, plant and equipment24,611 
Trade names21,221 
Other assets 19,103 
Total assets acquired, excluding cash 1,013,113 
Liabilities assumed:
Deferred income taxes49,928 
Accrued expenses 20,645 
Accounts payable13,130 
Other liabilities 15,201 
Total liabilities assumed 98,904 
Noncontrolling interests in consolidated subsidiaries
54,696 
Net assets acquired, excluding cash$859,513 

The allocation of the total consideration for the fiscal 2026 acquisitions to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed is preliminary until the Company obtains final information regarding their fair values. However, the Company does not expect any adjustment to such allocation to be material to the Company's consolidated financial statements. The primary items that generated the goodwill recognized were the premiums paid by the Company for the future earnings potential of the businesses acquired and the value of their assembled workforces that do not qualify for separate recognition, which, in the case of Sherwood and SWA benefit both the Company and the noncontrolling interest holders. The fair value of the noncontrolling interests in these entities was determined based on the consideration paid by the Company for its controlling ownership interests, which the Company concluded represented the best estimate of fair value. The weighted-average amortization periods of the customer relationships, intellectual property, and trade names acquired are 12 years, 15 years, and indefinite, respectively.



11

The operating results of the fiscal 2026 acquisitions were included in the Company's results of operations as of each effective acquisition date. The amount of net sales and earnings of the fiscal 2026 acquisitions included in the Condensed Consolidated Statement of Operations for the six and three months ended April 30, 2026 is not material. Had the fiscal 2026 acquisitions occurred as of November 1, 2024, net sales on a pro forma basis for the six and three months ended April 30, 2026 would have been $2,634.8 million and $1,391.5 million, respectively, and pro forma net income from consolidated operations, net income attributable to HEICO, and basic and diluted net income per share attributable to HEICO shareholders for the six and three months ended April 30, 2026 would not have been materially different than the reported amounts. Had the fiscal 2026 acquisitions occurred as of November 1, 2024, net sales on a pro forma basis for the six and three months ended April 30, 2025 would have been $2,249.0 million and $1,158.9 million, respectively, and pro forma net income from consolidated operations, net income attributable to HEICO, and basic and diluted net income per share attributable to HEICO shareholders for the six and three months ended April 30, 2025 would not have been materially different than the reported amounts.


3.     SELECTED FINANCIAL STATEMENT INFORMATION

Accounts Receivable
As ofAs of
(in thousands)April 30, 2026October 31, 2025
Accounts receivable$746,429 $647,864 
Less: Allowance for doubtful accounts(11,474)(10,249)
Accounts receivable, net$734,955 $637,615 

Inventories
As ofAs of
(in thousands)April 30, 2026October 31, 2025
Finished products$747,912 $715,286 
Work in process142,901 119,611 
Materials, parts, assemblies and supplies519,714 460,439 
Inventories, net of valuation reserves$1,410,527 $1,295,336 

12

Property, Plant and Equipment
As ofAs of
(in thousands)April 30, 2026October 31, 2025
Land$96,935 $85,134 
Buildings and improvements258,355 255,776 
Machinery, equipment and tooling513,844 476,735 
Construction in progress29,609 21,812 
898,743 839,457 
Less: Accumulated depreciation and amortization(435,912)(407,747)
Property, plant and equipment, net$462,831 $431,710 

Accrued Customer Rebates and Credits

The aggregate amount of accrued customer rebates and credits included within accrued expenses and other current liabilities in the accompanying Condensed Consolidated Balance Sheets was $34.4 million as of April 30, 2026 and $30.7 million as of October 31, 2025. The total customer rebates and credits deducted within net sales for the six months ended April 30, 2026 and 2025 was $10.9 million and $7.9 million, respectively. The total customer rebates and credits deducted within net sales for the three months ended April 30, 2026 and 2025 was $4.5 million and $3.6 million, respectively.

Research and Development Expenses

The amount of new product research and development ("R&D") expenses included in cost of sales for the six and three months ended April 30, 2026 and 2025 is as follows (in thousands):
Six months ended April 30,Three months ended April 30,
2026202520262025
R&D expenses$68,363 $56,346 $36,423 $28,741 

13

Redeemable Noncontrolling Interests

The holders of equity interests in certain of the Company's subsidiaries have rights ("Put Rights") that may be exercised on varying dates causing the Company to purchase their equity interests through fiscal 2036. The Put Rights, all of which relate either to common shares or membership interests in limited liability companies, provide that the cash consideration to be paid for their equity interests (the "Redemption Amount") be at fair value or a formula that management intended to reasonably approximate fair value based solely on a multiple of future earnings over a measurement period. Management's estimate of the aggregate Redemption Amount of all Put Rights that the Company could be required to pay is as follows (in thousands):
As ofAs of
April 30, 2026October 31, 2025
Redeemable at fair value $433,581 $356,850 
Redeemable based on a multiple of future earnings103,073 110,508 
Redeemable noncontrolling interests$536,654 $467,358 

During fiscal 2022, the holder of a 19.9% noncontrolling equity interest in a subsidiary of HFSC that was acquired in fiscal 2015 exercised their option to cause the Company to purchase their noncontrolling interest over a four-year period ending in fiscal 2026. Accordingly, the Company acquired the remaining equity interest in December 2025.

During fiscal 2024, the holders of a 15% noncontrolling equity interest in a subsidiary of the ETG that was acquired in fiscal 2019 exercised their option to cause the Company to purchase their noncontrolling interest over a four-year period ending in fiscal 2027. In March 2026, the Company acquired an additional one-fourth of such interest, which increased the Company's ownership interest in the subsidiary to 96.25%.

As discussed in Note 2, Acquisitions, the Company, through a subsidiary of HFSC, acquired 80% of the stock of Sherwood in April 2026. As part of the shareholders' agreement, the noncontrolling interest holders have the right to cause the Company to purchase their equity interest over a four-year period beginning in fiscal 2031, or sooner under certain conditions, and the Company has the right to purchase the same equity interest over the same period.

As discussed in Note 2, Acquisitions, the Company, through a subsidiary of HEICO Electronic, acquired 90% of the stock of SWA in April 2026. As part of the shareholders' agreement, the noncontrolling interest holder has the right to cause the Company to purchase their equity interest over a four-year period beginning in fiscal 2033, or sooner under certain conditions, and the Company has the right to purchase the same equity interest over the same period.

14

During fiscal 2025, the holder of a 19.9% noncontrolling equity interest in a subsidiary of HFSC that was acquired in fiscal 2006 exercised their option to cause the Company to purchase their noncontrolling interest over a four-year period ending in fiscal 2028. In April 2026, the Company acquired an additional one-fourth of such interest, which increased the Company's ownership interest in the subsidiary to 90.05%.

During fiscal 2026, the holder of a 10% noncontrolling equity interest in a subsidiary of HEICO Electronic that was acquired in fiscal 2023 exercised their option to cause the Company to purchase a portion of their noncontrolling interest. In April 2026, the Company acquired 9% of such interest, which increased the Company's ownership interest in the subsidiary to 99%.

Accumulated Other Comprehensive Income

Changes in the components of accumulated other comprehensive income for the six months ended April 30, 2026 are as follows (in thousands):
Foreign Currency TranslationDefined Benefit Pension PlanAccumulated
Other
Comprehensive Income
Balances as of October 31, 2025$6,187 ($606)$5,581 
Unrealized gain (loss)1,896 (15)1,881 
Amortization of unrealized loss — 10 10 
Balances as of April 30, 2026$8,083 ($611)$7,472 


4.     GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill by operating segment for the six months ended April 30, 2026 are as follows (in thousands):
SegmentConsolidated Totals
FSGETG
Balances as of October 31, 2025$1,997,178 $1,664,446 $3,661,624 
Goodwill acquired232,991 309,387 542,378 
Foreign currency translation adjustments499 801 1,300 
Adjustments to goodwill200 (8,116)(7,916)
Balances as of April 30, 2026$2,230,868 $1,966,518 $4,197,386 
    
The goodwill acquired pertains to the fiscal 2026 acquisitions described in Note 2, Acquisitions, and represents the residual value after the allocation of the total consideration to the tangible and identifiable intangible assets acquired and liabilities and noncontrolling interests assumed. The Company estimates that $165 million of the goodwill acquired in fiscal 2026 will be deductible for income tax purposes. Foreign currency translation adjustments are included in other comprehensive income (loss) in the Company's Condensed Consolidated Statements of
15

Comprehensive Income. The adjustments to goodwill represent immaterial measurement period adjustments to the allocation of the purchase consideration of certain fiscal 2025 acquisitions.

Identifiable intangible assets consist of the following (in thousands):
As of April 30, 2026As of October 31, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortizing Assets:
Customer relationships$1,309,393 ($427,303)$882,090 $1,131,443 ($373,100)$758,343 
Intellectual property661,877 (176,071)485,806 540,836 (153,783)387,053 
Other5,249 (4,819)430 8,651 (8,127)524 
1,976,519 (608,193)1,368,326 1,680,930 (535,010)1,145,920 
Non-Amortizing Assets:
Trade names346,831 — 346,831 325,520 — 325,520 
$2,323,350 ($608,193)$1,715,157 $2,006,450 ($535,010)$1,471,440 
    The increase in the gross carrying amount of customer relationships, intellectual property, and trade names as of April 30, 2026 compared to October 31, 2025 principally relates to such intangible assets recognized in connection with the fiscal 2026 acquisitions (see Note 2, Acquisitions).

Amortization expense related to intangible assets for the six months ended April 30, 2026 and 2025 was $76.7 million and $67.0 million, respectively. Amortization expense related to intangible assets for the three months ended April 30, 2026 and 2025 was $40.8 million and $34.8 million, respectively. Amortization expense related to intangible assets for the remainder of fiscal 2026 is estimated to be $83.7 million. Amortization expense for each of the next five fiscal years and thereafter is estimated to be $163.1 million in fiscal 2027, $156.1 million in fiscal 2028, $149.5 million in fiscal 2029, $141.7 million in fiscal 2030, $130.9 million in fiscal 2031, and $543.3 million thereafter.














16

5.     LONG-TERM DEBT

Long-term debt consists of the following (in thousands):
As ofAs of
April 30, 2026October 31, 2025
Borrowings under revolving credit facility$1,380,000 $960,000 
2028 senior unsecured notes600,000 600,000 
2033 senior unsecured notes600,000 600,000 
Finance leases and notes payable16,290 17,890 
Less: Debt discount and debt issuance costs(9,000)(9,945)
Total debt2,587,290 2,167,945 
Less: Current maturities of long-term debt(3,402)(3,358)
Long-term debt, net of current maturities$2,583,888 $2,164,587 

Revolving Credit Facility

The Company's borrowings under its revolving credit facility mature in fiscal 2028. As of April 30, 2026 and October 31 2025, the weighted average interest rate on borrowings under the Company's revolving credit facility ("Credit Facility") was 5.0% and 5.3%, respectively. The Credit Facility contains both financial and non-financial covenants. As of April 30, 2026, the Company was in compliance with all such covenants.

Senior Unsecured Notes

The Company's senior unsecured notes consist of $600 million principal amount of 5.25% Senior Notes due August 1, 2028 (the "2028 Notes") and $600 million principal amount of 5.35% Senior Notes due August 1, 2033 (the "2033 Notes" and, collectively with the 2028 Notes, the "Notes"). Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year. The 2028 Notes and 2033 Notes each have an effective interest rate of 5.5%. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by all of the Company's existing and future subsidiaries that guarantee the Company's obligations under the Credit Facility (the "Guarantor Group"). As of April 30, 2026, the Company was in compliance with all covenants related to the Notes.

The following table sets forth the carrying value and estimated fair value of the Company’s Notes, which are classified as Level 1 financial instruments in the fair value hierarchy (in thousands). The Company estimated the fair value of the Notes by taking the weighted average of market quotes for the exact security that was actively traded on April 30, 2026 and October 31, 2025.

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As of April 30, 2026As of October 31, 2025
Carrying ValueFair ValueCarrying ValueFair Value
2028 Notes$597,046 $611,119 $596,437 $617,904 
2033 Notes593,954 610,696 593,618 624,320 
Totals$1,191,000 $1,221,815 $1,190,055 $1,242,224 


6.     REVENUE
    
Contract Balances

    Contract assets (unbilled receivables) represent revenue recognized on contracts using an over time recognition model in excess of amounts invoiced to the customer. Contract liabilities (deferred revenue) represent customer advances and billings in excess of revenue recognized and are included within accrued expenses and other current liabilities and other long-term liabilities in the Company’s Condensed Consolidated Balance Sheets.

    The following table presents the Company's contract assets and liabilities (in thousands):
As ofAs of
April 30, 2026October 31, 2025
Contract assets, current $131,590 $119,257 
Contract liabilities, current (132,070)(79,529)
Contract liabilities, long-term(71,122)(84,714)
Total contract liabilities (203,192)(164,243)
Net contract liabilities($71,602)($44,986)

The increase in the Company's contract assets during the first six months of fiscal 2026 principally reflects additional unbilled receivables on certain customer contracts using an over time recognition model in excess of billings, as well as the contract assets of a certain business acquired during fiscal 2026. The increase in the Company's total contract liabilities during the first six months of fiscal 2026 principally reflects the receipt of advance deposits on certain customer contracts, mainly at the FSG.

The amount of revenue that the Company recognized during the six and three months ended April 30, 2026 that was included in contract liabilities as of the beginning of fiscal 2026 was $55.8 million and $26.2 million, respectively.
    
Remaining Performance Obligations

Backlog, which the Company believes to be the equivalent of its remaining performance obligations, represents contractually committed or firm customer orders. As of April 30, 2026,
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the Company had $2,622.6 million of remaining performance obligations associated with firm contracts pertaining to many of the products offered by the FSG and ETG. The Company will recognize net sales as these obligations are satisfied. The Company expects to recognize $1,177.0 million of this amount during the remainder of fiscal 2026 and $1,445.6 million thereafter, of which the majority is expected to occur in fiscal 2027.

Disaggregation of Revenue

    The following table summarizes the Company’s net sales by product line for each operating segment (in thousands):
Six months ended April 30,Three months ended April 30,
2026202520262025
Flight Support Group:
Aftermarket replacement parts (1)
$1,084,188 $925,990 $570,327 $469,962 
Repair and overhaul parts and services (2)
422,529 342,105 225,875 186,656 
Specialty products (3)
242,710 212,149 133,225 110,452 
Total net sales1,749,427 1,480,244 929,427 767,070 
Electronic Technologies Group:
Electronic component parts primarily for
defense, space and aerospace equipment (4)
680,107 539,713 378,945 276,091 
Electronic component parts for equipment
in various other industries (5)
150,100 132,769 80,587 66,076 
Total net sales830,207 672,482 459,532 342,167 
Intersegment sales(25,339)(24,684)(13,246)(11,417)
Total consolidated net sales$2,554,295 $2,128,042 $1,375,713 $1,097,820 

(1)    Includes various jet engine and aircraft component replacement parts.
(2)    Includes primarily the sale of parts consumed in various repair and overhaul services on selected jet engine and aircraft components, avionics, instruments, composites and flight surfaces of commercial and military aircraft.
(3) Includes primarily the sale of specialty components such as missile hardware and components, thermal insulation blankets, renewable/reusable insulation systems, advanced niche components, complex composite assemblies, expanded foil mesh, emergency descent devices, personnel and cargo parachute products, as well as machining, brazing, fabricating and welding services.
(4)    Includes various types of electronic, data and microwave, and electro-optical component parts such as electro-optical infrared simulation and test equipment, electro-optical laser products, microwave and other power equipment, high-speed interface products, power conversion products, power distribution solutions, underwater locator beacons, emergency locator transmission beacons, traveling wave tube amplifiers, microwave power modules, a wide variety of memory products and radio frequency (RF) and microwave products, crashworthy primary fuel system bladders and ballistically self-sealing
19

auxiliary fuel systems, high performance communications and electronic intercept receivers and tuners, high performance active antenna systems and airborne antennas, technical surveillance countermeasures (TSCM) equipment, custom high power filters and filter assemblies, radiation assurance services and products, and high-reliability, complex, passive electronic components and rotary joint assemblies, proprietary in-cabin power and entertainment components and subsystems, and cockpit displays and other avionics components.
(5)    Includes various component parts such as electromagnetic and radio frequency interference shielding, high voltage interconnection devices, high voltage advanced power electronics, harsh environment connectivity products, custom molded cable assemblies, silicone material for a variety of demanding applications, and rugged small form-factor embedded computing solutions, and high-performance test sockets and adaptors.

    The following table summarizes the Company’s net sales by industry for each operating segment (in thousands):
Six months ended April 30,Three months ended April 30,
2026202520262025
Flight Support Group:
Aerospace$1,301,485 $1,106,321 $675,013 $572,700 
Defense and Space 405,776 344,001 226,399 178,112 
Other (1)
42,166 29,922 28,015 16,258 
Total net sales1,749,427 1,480,244 929,427 767,070 
Electronic Technologies Group:
Defense and Space 387,958 341,987 217,595 171,246 
Other (2)
240,852 205,340 129,458 106,378 
Aerospace 201,397 125,155 112,479 64,543 
Total net sales830,207 672,482 459,532 342,167 
Intersegment sales (25,339)(24,684)(13,246)(11,417)
Total consolidated net sales$2,554,295 $2,128,042 $1,375,713 $1,097,820 

(1)    Principally industrial products.
(2)    Principally other electronics and medical products.


7.     INCOME TAXES

The Company's effective tax rate was 17.1% in the first six months of fiscal 2026, as compared to 14.4% in the first six months of fiscal 2025. The increase in the Company's effective tax rate principally reflects a smaller tax benefit from stock option exercises recognized in the first quarter of fiscal 2026. The Company recognized a discrete tax benefit from stock
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option exercises in the first quarter of fiscal 2026 and 2025 of $22.3 million and $27.2 million, respectively.

The Company's effective tax rate was 21.2% in the second quarter of fiscal 2026, as compared to 21.0% in the second quarter of fiscal 2025.


8.    FAIR VALUE MEASUREMENTS

The Company's assets and liabilities that were measured at fair value on a recurring basis are set forth by level within the fair value hierarchy in the following tables (in thousands):
As of April 30, 2026
Quoted Prices
in Active Markets for Identical Assets (Level 1)		Significant
Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)		Total
Assets:
Deferred compensation plan:
Corporate-owned life insurance$— $391,517 $— $391,517 
Money market fund7,627 — — 7,627 
Total assets$7,627 $391,517 $— $399,144 
Liabilities:
Contingent consideration $— $— $53,395 $53,395 
As of October 31, 2025
Quoted Prices
in Active Markets for Identical Assets (Level 1)		Significant
Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)		Total
Assets:
Deferred compensation plan:
Corporate-owned life insurance$— $378,930 $— $378,930 
Money market fund11,940 — — 11,940 
Total assets$11,940 $378,930 $— $390,870 
Liabilities:
Contingent consideration$— $— $46,198 $46,198 

The Company maintains the HEICO Corporation Leadership Compensation Plan (the "LCP"), which is a non-qualified deferred compensation plan. The assets of the LCP principally represent cash surrender values of life insurance policies, which derive their fair values from investments in mutual funds that are managed by an insurance company, and are classified within Level 2 and valued using a market approach. Certain other assets of the LCP represent an investment in a money market fund that is classified within Level 1. The assets of the LCP are held within an irrevocable trust and classified within other assets in the Company’s Condensed
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Consolidated Balance Sheets. The related liabilities of the LCP are included within other long-term liabilities and accrued expenses and other current liabilities in the Company’s Condensed Consolidated Balance Sheets and have an aggregate value of $390.7 million as of April 30, 2026 and $385.7 million as of October 31, 2025.

As part of the agreement to acquire 90% of the stock of a subsidiary by the ETG in fiscal 2026, the Company may be obligated to pay contingent consideration of up to $4.1 million in fiscal 2030 based on the earnings of the acquired entity during fiscal years 2028 and 2029. As of April 30, 2026, the estimated fair value of the contingent consideration was $2.7 million.

As part of the agreement to acquire 90% of the membership interests of a subsidiary by the FSG in fiscal 2025, the Company may be obligated to pay contingent consideration of up to $21.1 million in fiscal 2028 based on the earnings of the acquired entity during the three-year period following the acquisition provided the entity meets a certain earnings objective over the same three-year period. As of April 30, 2026, the estimated fair value of the contingent consideration was $14.7 million.

As part of the agreement to acquire 96% of the stock of a subsidiary by the FSG in fiscal 2022, the Company may be obligated to pay contingent consideration of up to $27.4 million in fiscal 2027 based on the earnings of the acquired entity during fiscal years 2025 and 2026. As of April 30, 2026, the estimated fair value of the contingent consideration was $22.9 million.

As part of the agreement to acquire 74% of the membership interests of a subsidiary by the FSG in fiscal 2022, the Company may be obligated to pay contingent consideration of $14.1 million in fiscal 2027 should the acquired entity meet a certain earnings objective during the five-year period following the acquisition. As of April 30, 2026, the estimated fair value of the contingent consideration was $13.2 million.

The estimated fair values of the contingent consideration arrangements described above are classified within Level 3 and were determined using a probability-based scenario analysis approach. Under this method, a set of discrete potential future subsidiary earnings was determined using internal estimates based on various revenue growth rate assumptions for each scenario. A probability of likelihood was assigned to each discrete potential future earnings estimate and the resultant contingent consideration was calculated. The resulting probability-weighted contingent consideration amounts were discounted using a weighted average discount rate reflecting the credit risk of a market participant.

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The following unobservable inputs were used to derive the estimated fair value of the Company's Level 3 contingent consideration liabilities as of April 30, 2026:
AcquisitionFair ValueUnobservableWeighted
Date(in thousands)InputRange
Average (1)
4-8-2026$2,699Compound annual revenue growth rate
0% - 10%
7%
Discount rate
8.0% - 8.0%
8.0%
1-31-202514,650Compound annual revenue growth rate
(1%) - 19%
10%
Discount rate
6.5% - 6.5%
6.5%
7-18-202222,861Compound annual revenue growth rate
5% - 9%
7%
Discount rate
7.0% - 7.0%
7.0%
3-17-202213,185Compound annual revenue growth rate
(4%) - 11%
8%
Discount rate
7.0% - 7.0%
7.0%
(1)    Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.

Changes in the Company’s contingent consideration liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the six months ended April 30, 2026 are as follows (in thousands):
Liabilities
Balance as of October 31, 2025$46,198 
Increase in accrued contingent consideration4,502 
Contingent consideration related to an acquisition2,695 
Balance as of April 30, 2026$53,395 
Included in the accompanying Condensed Consolidated Balance Sheet
 under the following captions:
Accrued expenses and other current liabilities$22,861 
Other long-term liabilities30,534 
$53,395 

The Company records changes in accrued contingent consideration within SG&A expenses in its Condensed Consolidated Statements of Operations.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, trade accounts payable and accrued expenses and other current liabilities approximate fair value as of April 30, 2026 due to the relatively short maturity of the respective instruments. The
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carrying amount of borrowings under the Company's Credit Facility approximates fair value due to its variable interest rate. See Note 5, Long-Term Debt, for the estimated fair value of the Company’s senior unsecured notes.


9.    NET INCOME PER SHARE ATTRIBUTABLE TO HEICO SHAREHOLDERS

    The computation of basic and diluted net income per share attributable to HEICO shareholders is as follows (in thousands, except per share data):
Six months ended April 30,Three months ended April 30,
2026202520262025
Numerator:
Net income attributable to HEICO
$423,989 $324,748 $233,801 $156,793 
Denominator:
Weighted average common shares outstanding - basic
139,464 138,921 139,561 139,005 
Effect of dilutive stock options1,585 1,620 1,507 1,594 
Weighted average common shares outstanding - diluted
141,049 140,541 141,068 140,599 
Net income per share attributable to HEICO shareholders:
Basic$3.04 $2.34 $1.68 $1.13 
Diluted$3.01 $2.31 $1.66 $1.12 
Anti-dilutive stock options excluded
816 397 1,001 740 


10.    OPERATING SEGMENTS

The financial results of the Company’s operating segments are reported on the same basis used internally by its Chief Operating Decision Maker (“CODM”). The Company’s Co-Chief Executive Officers serve together as the CODM. The primary measure used by the CODM and management to evaluate segment performance and to make decisions regarding resource allocation and business direction is segment operating income. The CODM uses segment operating income to allocate resources, including personnel and financial resources, among the Company’s operating segments, primarily in connection with the annual planning process, and to monitor segment performance relative to prior periods, budgeted expectations, and anticipated future results. The Company generally accounts for intersegment net sales as if the sales were to third parties at current market prices, and any such net sales and associated profit are eliminated in consolidation.
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Information on the Company’s two operating segments, the FSG and the ETG, for the six months ended April 30, 2026 and 2025, respectively, is as follows (in thousands):
Segment
Corporate (1)
Intersegment (2)
Consolidated Totals
FSGETG
Six months ended April 30, 2026:
Net sales to external customers$1,748,184 $806,111 $— $— 
Intersegment net sales1,243 24,096 — (25,339)
Net sales1,749,427 830,207 — (25,339)$2,554,295 
Cost of sales1,074,289 480,722 — (25,205)
Other segment items (3)
231,341 154,430 — — 
Operating income443,797 195,055 (28,382)(134)610,336 
Capital expenditures13,531 17,383 632 — 31,546 
Depreciation (4)
14,038 14,085 891 — 29,014 
Amortization (4)
43,728 34,115 785 — 78,628 
Six months ended April 30, 2025:
Net sales to external customers$1,479,430 $648,612 $— $— 
Intersegment net sales814 23,870 — (24,684)
Net sales1,480,244 672,482 — (24,684)$2,128,042 
Cost of sales917,850 389,667 — (22,941)
Other segment items (3)
211,298 128,479 — — 
Operating income351,096 154,336 (28,732)(1,743)474,957 
Capital expenditures19,014 14,278 7 — 33,299 
Depreciation (4)
13,187 12,030 999 — 26,216 
Amortization (4)
41,094 27,007 785 — 68,886 
(1) Corporate activity consists of unallocated corporate general and administrative expenses.
(2) Intersegment activity principally consists of net sales from the ETG to the FSG.
(3) Represents SG&A expenses.
(4) Depreciation and amortization expense disclosed by reportable segment are included within cost of sales and other segment items.










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Information on the Company’s two operating segments, the FSG and the ETG, for the three months ended April 30, 2026 and 2025, respectively, is as follows (in thousands):
Segment
Corporate (1)
Intersegment (2)
Consolidated Totals
FSGETG
Three months ended April 30, 2026:
Net sales to external customers$928,879 $446,834 $— $— 
Intersegment net sales548 12,698 — (13,246)
Net sales929,427 459,532 — (13,246)$1,375,713 
Cost of sales564,173 256,048 — (14,033)
Other segment items (3)
122,190 81,675 — — 
Operating income243,064 121,809 (15,223)787 350,437 
Capital expenditures7,979 9,552 519 — 18,050 
Depreciation (4)
7,257 7,162 434 — 14,853 
Amortization (4)
22,634 18,754 393 — 41,781 
Three months ended April 30, 2025:
Net sales to external customers$766,642 $331,178 $— $— 
Intersegment net sales428 10,989 — (11,417)
Net sales767,070 342,167 — (11,417)$1,097,820 
Cost of sales471,376 199,966 — (11,326)
Other segment items (3)
110,714 64,321 — — 
Operating income184,980 77,880 (14,617)(91)248,152 
Capital expenditures8,768 7,189 7 — 15,964 
Depreciation (4)
6,609 6,061 498 — 13,168 
Amortization (4)
21,840 13,476 393 — 35,709 
(1) Corporate activity consists of unallocated corporate general and administrative expenses.
(2) Intersegment activity principally consists of net sales from the ETG to the FSG.
(3) Represents SG&A expenses.
(4) Depreciation and amortization expense disclosed by reportable segment are included within cost of sales and other segment items.

Total assets by operating segment are as follows (in thousands):
Other,
Primarily Corporate		Consolidated
Totals
Segment
FSGETG
Total assets as of April 30, 2026$5,117,985 $3,998,714 $475,514 $9,592,213 
Total assets as of October 31, 20254,571,887 3,437,221 491,326 8,500,434 





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11.     COMMITMENTS AND CONTINGENCIES

Guarantees
As of April 30, 2026, the Company had outstanding standby letters of credit and guarantees with financial institutions aggregating $15.3 million. These guarantees and standby letters of credit pertain to performance guarantees issued in connection with customer contracts entered into by certain of the Company's subsidiaries, and a payment guarantee related to potential workers' compensation claims.

Product Warranty

Changes in the Company’s product warranty liability for the six months ended April 30, 2026 and 2025, respectively, are as follows (in thousands):
Six months ended April 30,
20262025
Balances as of beginning of fiscal year$5,768 $4,036 
Acquired warranty liabilities4,939 431 
Accruals for warranties4,693 1,261 
Warranty claims settled(2,238)(1,402)
Balances as of April 30$13,162 $4,326 

Litigation

The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows.


12.     SUBSEQUENT EVENT

The Company, through a subsidiary of HFSC, entered into an agreement to acquire 80% of the stock of a company that designs and manufactures track systems, mobility solutions, and armored steel components for military fighting vehicles. Closing is subject to standard closing conditions and is expected to occur in the third quarter of fiscal 2026. The remaining 20% interest will continue to be owned by certain members of the seller's management team. The purchase price of this acquisition is expected to be paid with cash using proceeds from the Company's revolving credit facility and is not material or significant to the Company's condensed consolidated financial statements.
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Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

This discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes thereto included herein. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates if different assumptions were used or different events ultimately transpire.

Our critical accounting policies, which require management to make judgments about matters that are inherently uncertain, are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended October 31, 2025. There have been no material changes to our critical accounting policies during the six months ended April 30, 2026.

Our business is comprised of two operating segments: the Flight Support Group (“FSG”), consisting of HEICO Aerospace Holdings Corp. and HEICO Flight Support Corp. and their respective subsidiaries; and the Electronic Technologies Group (“ETG”), consisting of HEICO Electronic Technologies Corp. and its subsidiaries.

Our results of operations for the six and three months ended April 30, 2026 have been affected by the fiscal 2025 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended October 31, 2025 and the fiscal 2026 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to the Condensed Consolidated Financial Statements of this quarterly report.













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Results of Operations

The following table sets forth the results of our operations, net sales and operating income by segment and the percentage of net sales represented by the respective items in our Condensed Consolidated Statements of Operations (in thousands):

Six months ended April 30,Three months ended April 30,
2026202520262025
Net sales$2,554,295 $2,128,042 $1,375,713 $1,097,820 
Cost of sales1,529,806 1,284,576 806,188 660,016 
Selling, general and administrative expenses
414,153 368,509 219,088 189,652 
Total operating costs and expenses1,943,959 1,653,085 1,025,276 849,668 
Operating income$610,336 $474,957 $350,437 $248,152 
Net sales by segment:
Flight Support Group$1,749,427 $1,480,244 $929,427 $767,070 
Electronic Technologies Group830,207 672,482 459,532 342,167 
Intersegment sales(25,339)(24,684)(13,246)(11,417)
$2,554,295 $2,128,042 $1,375,713 $1,097,820 
Operating income by segment:
Flight Support Group$443,797 $351,096 $243,064 $184,980 
Electronic Technologies Group195,055 154,336 121,809 77,880 
Other, primarily corporate(28,516)(30,475)(14,436)(14,708)
$610,336 $474,957 $350,437 $248,152 
Net sales100.0%100.0%100.0%100.0%
Gross profit40.1%39.6%41.4%39.9%
Selling, general and administrative expenses
16.2%17.3%15.9%17.3%
Operating income23.9%22.3%25.5%22.6%
Interest expense(2.5%)(3.1%)(2.5%)(3.0%)
Other income .1%.1%.1%.1%
Income tax expense3.7%2.8%4.9%4.1%
Net income attributable to noncontrolling interests
1.2%1.3%1.2%1.3%
Net income attributable to HEICO16.6%15.3%17.0%14.3%






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Comparison of First Six Months of Fiscal 2026 to First Six Months of Fiscal 2025

Net Sales

Our consolidated net sales in the first six months of fiscal 2026 increased by 20% to a record $2,554.3 million, up from net sales of $2,128.0 million in the first six months of fiscal 2025. The increase in consolidated net sales principally reflects an increase of $269.2 million (an 18% increase) to a record $1,749.4 million in net sales of the FSG and an increase of $157.7 million (a 23% increase) to a record $830.2 million in net sales of the ETG. The net sales increase in the FSG reflects robust organic growth of 16% and net sales of $36.1 million contributed by fiscal 2025 and 2026 acquisitions. The FSG's organic net sales growth reflects increased demand within its aftermarket replacement parts, repair and overhaul parts and services, and specialty products product lines resulting in net sales increases of $161.9 million, $40.3 million, and $30.5 million, respectively. The net sales increase in the ETG reflects very strong organic growth of 12% and net sales of $79.8 million contributed by fiscal 2025 and 2026 acquisitions. The ETG's organic net sales growth is mainly attributable to increased demand for its other electronics, aerospace, and defense products resulting in net sales increases of $30.7 million, $21.8 million, and $19.9 million, respectively. Sales price changes were not a significant contributing factor to the change in net sales of the FSG and ETG in the first six months of fiscal 2026.

Gross Profit and Operating Expenses

Our consolidated gross profit margin improved to 40.1% in the first six months of fiscal 2026, up from 39.6% in the first six months of fiscal 2025, principally reflecting a .6% increase in the FSG’s gross profit margin. The increase in the FSG's gross profit margin principally reflects a more favorable product mix within its aftermarket replacement parts product line. Total new product research and development expenses included within our consolidated cost of sales were $68.4 million in the first six months of fiscal 2026, up from $56.3 million in the first six months of fiscal 2025.

Our consolidated selling, general and administrative ("SG&A") expenses were $414.2 million in the first six months of fiscal 2026, as compared to $368.5 million in the first six months of fiscal 2025. The increase in consolidated SG&A expenses reflects $19.3 million attributable to our fiscal 2025 and 2026 acquisitions, an $11.3 million increase in share-based compensation expense, and costs incurred to support the previously mentioned net sales growth, which resulted in increases of $11.8 million and $3.2 million in other selling expenses and other general and administrative expenses, respectively.

Our consolidated SG&A expenses as a percentage of net sales improved to 16.2% in the first six months of fiscal 2026, down from 17.3% in the first six months of fiscal 2025. The decrease in consolidated SG&A expenses as a percentage of net sales principally reflects efficiencies realized from the previously mentioned net sales growth.


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Operating Income

Our consolidated operating income increased by 29% to a record $610.3 million in the first six months of fiscal 2026, up from $475.0 million in the first six months of fiscal 2025. The increase in consolidated operating income principally reflects a $92.7 million increase (a 26% increase) to a record $443.8 million in operating income of the FSG and a $40.7 million increase (a 26% increase) to a record $195.1 million in operating income of the ETG. The increase in operating income of the FSG principally reflects the previously mentioned net sales growth, SG&A expense efficiencies realized from the net sales growth, and the previously mentioned improved gross profit margin. The increase in operating income of the ETG principally reflects the previously mentioned net sales growth and SG&A expense efficiencies realized from the net sales growth.

Our consolidated operating income as a percentage of net sales improved to 23.9% in the first six months of fiscal 2026, up from 22.3% in the first six months of fiscal 2025. The increase in consolidated operating income as a percentage of net sales principally reflects an increase in the FSG’s operating income as a percentage of net sales to 25.4% in the first six months of fiscal 2026, up from 23.7% in the first six months of fiscal 2025, and an increase in the ETG's operating income as a percentage of net sales to 23.5% in the first six months of fiscal 2026, up from 23.0% in the first six months of fiscal 2025. The increase in the FSG's operating income as a percentage of net sales reflects a 1.1% impact from a decrease in SG&A expenses as a percentage of net sales, mainly due to the previously mentioned SG&A expense efficiencies and the previously mentioned improved gross profit margin. The increase in the ETG's operating income as a percentage of net sales principally reflects the previously mentioned SG&A expense efficiencies.

Interest Expense

Interest expense decreased to $63.6 million in the first six months of fiscal 2026, down from $65.3 million in the first six months of fiscal 2025. The decrease in interest expense was principally due to a lower weighted-average interest rate on outstanding borrowings under our revolving credit facility, partially offset by an increase in the amount of debt outstanding.

Other Income

Other income in the first six months of fiscal 2026 and 2025 was not material.

Income Tax Expense

Our effective tax rate was 17.1% in the first six months of fiscal 2026, as compared to 14.4% in the first six months of fiscal 2025. The increase in our effective tax rate principally reflects a smaller tax benefit from stock option exercises recognized in the first quarter of fiscal 2026. We recognized a discrete tax benefit from stock option exercises in the first quarter of fiscal 2026 and 2025 of $22.3 million and $27.2 million, respectively.

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Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests relates to the 20% noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace Holdings Corp. and the noncontrolling interests held by others in certain subsidiaries of the FSG and ETG. Net income attributable to noncontrolling interests was $31.1 million in the first six months of fiscal 2026, as compared to $27.3 million in the first six months of fiscal 2025. The increase in net income attributable to noncontrolling interests principally reflects improved operating results of certain subsidiaries in which noncontrolling interests are held.

Net Income Attributable to HEICO

Net income attributable to HEICO increased by 31% to a record $424.0 million, or $3.01 per diluted share, in the first six months of fiscal 2026, up from $324.7 million, or $2.31 per diluted share, in the first six months of fiscal 2025, principally reflecting the previously mentioned higher consolidated operating income.

Comparison of Second Quarter of Fiscal 2026 to Second Quarter of Fiscal 2025

Net Sales

Our consolidated net sales in the second quarter of fiscal 2026 increased by 25% to a record $1,375.7 million, up from net sales of $1,097.8 million in the second quarter of fiscal 2025. The increase in consolidated net sales principally reflects an increase of $162.4 million (a 21% increase) to a record $929.4 million in net sales of the FSG and an increase of $117.4 million (a 34% increase) to a record $459.5 million in net sales of the ETG. The net sales increase in the FSG reflects strong organic growth of 19% and net sales of $17.4 million contributed by fiscal 2026 acquisitions. The FSG's organic net sales growth reflects increased demand within its aftermarket replacement parts, specialty products, and repair and overhaul parts and services product lines resulting in net sales increases of $102.4 million, $22.7 million, and $19.7 million, respectively. The net sales increase in the ETG reflects strong organic growth of 17% and net sales of $58.3 million contributed by fiscal 2026 and 2025 acquisitions. The ETG's organic net sales growth is mainly attributable to increased demand for its other electronics, defense, aerospace, and space products resulting in net sales increases of $22.6 million, $16.5 million, $13.8 million, and $4.0 million, respectively. Sales price changes were not a significant contributing factor to the change in net sales of the FSG and ETG in the second quarter of fiscal 2026.

Gross Profit and Operating Expenses

Our consolidated gross profit margin improved to 41.4% in the second quarter of fiscal 2026, up from 39.9% in the second quarter of fiscal 2025, principally reflecting a 2.7% increase in the ETG’s gross profit margin and a .8% increase in the FSG's gross profit margin. The increase in the ETG's gross profit margin principally reflects the previously mentioned higher net sales and a more favorable product mix of its aerospace products. The increase in the FSG's
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gross profit margin principally reflects a more favorable product mix within its aftermarket replacement parts product line. Total new product research and development expenses included within our consolidated cost of sales were $36.4 million in the second quarter of fiscal 2026, up from $28.7 million in the second quarter of fiscal 2025.

Our consolidated SG&A expenses were $219.1 million in the second quarter of fiscal 2026, as compared to $189.7 million in the second quarter of fiscal 2025. The increase in consolidated SG&A expenses reflects $11.8 million attributable to our fiscal 2026 and 2025 acquisitions, $4.9 million of higher share-based compensation expense, and costs incurred to support the previously mentioned net sales growth, which resulted in increases of $6.9 million and $5.8 million in other selling expenses and other general and administrative expenses, respectively.

Our consolidated SG&A expenses as a percentage of net sales improved to 15.9% in the second quarter of fiscal 2026, down from 17.3% in the second quarter of fiscal 2025. The decrease in consolidated SG&A expenses as a percentage of net sales principally reflects efficiencies realized from the previously mentioned net sales growth.

Operating Income

Our consolidated operating income increased by 41% to a record $350.4 million in the second quarter of fiscal 2026, up from $248.2 million in the second quarter of fiscal 2025. The increase in consolidated operating income principally reflects a $58.1 million increase (a 31% increase) to a record $243.1 million in operating income of the FSG and a $43.9 million increase (a 56% increase) to a record $121.8 million in operating income of the ETG. The increase in operating income of the FSG principally reflects the previously mentioned net sales growth, SG&A expense efficiencies realized from the net sales growth, and the previously mentioned improved gross profit margin. The increase in operating income of the ETG principally reflects the previously mentioned net sales growth and improved gross profit margin, as well as SG&A expense efficiencies realized from the net sales growth.

Our consolidated operating income as a percentage of net sales improved to 25.5% in the second quarter of fiscal 2026, up from 22.6% in the second quarter of fiscal 2025. The increase in consolidated operating income as a percentage of net sales principally reflects an increase in the ETG’s operating income as a percentage of net sales to 26.5% in the second quarter of fiscal 2026, up from 22.8% in the second quarter of fiscal 2025, and an increase in the FSG's operating income as a percentage of net sales to 26.2% in the second quarter of fiscal 2026, up from 24.1% in the second quarter of fiscal 2025. The increase in the ETG's operating income as a percentage of net sales reflects the previously mentioned improved gross profit margin and a 1.0% impact from a decrease in SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned SG&A expense efficiencies. The increase in the FSG's operating income as a percentage of net sales reflects a 1.3% impact from a decrease in SG&A expenses as a percentage of net sales, primarily driven by the previously mentioned SG&A expense efficiencies, and the previously mentioned improved gross profit margin.

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Interest Expense

Interest expense increased to $34.2 million in the second quarter of fiscal 2026, as compared to $32.9 million in the second quarter of fiscal 2025. The increase in interest expense was principally due to an increase in the amount of outstanding debt, partially offset by a lower weighted-average interest rate on borrowings outstanding under our revolving credit facility.

Other Income

Other income in the second quarter of fiscal 2026 and 2025 was not material.

Income Tax Expense

Our effective tax rate was 21.2% in the second quarter of fiscal 2026, as compared to 21.0% in the second quarter of fiscal 2025.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests relates to the 20% noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace Holdings Corp. and the noncontrolling interests held by others in certain subsidiaries of the FSG and ETG. Net income attributable to noncontrolling interests was $16.5 million in the second quarter of fiscal 2026, as compared to $13.7 million in the second quarter of fiscal 2025. The increase in net income attributable to noncontrolling interests principally reflects improved operating results of certain subsidiaries in which noncontrolling interests are held.

Net Income Attributable to HEICO

Net income attributable to HEICO increased by 49% to a record $233.8 million, or $1.66 per diluted share, in the second quarter of fiscal 2026, up from $156.8 million, or $1.12 per diluted share, in the second quarter of fiscal 2025 principally reflecting the previously mentioned higher consolidated operating income.

Outlook

For the remainder of fiscal 2026, we expect increased net sales at both the FSG and ETG to continue to be supported by underlying demand for our products and contributions from recent acquisitions. We intend to continue evaluating acquisition opportunities that are consistent with our strategic objectives. Our capital allocation approach remains focused on balancing organic growth and acquisitions while maintaining liquidity and financial flexibility.





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Liquidity and Capital Resources

Our principal uses of cash include acquisitions, interest payments, capital expenditures, cash dividends, distributions to noncontrolling interests and working capital needs. We now estimate fiscal 2026 capital expenditures to be approximately $85 to $95 million. We finance our activities primarily from our operating and financing activities, including borrowings under our revolving credit facility. The revolving credit facility and senior unsecured notes contain both financial and non-financial covenants. As of April 30, 2026, we were in compliance with all such covenants and our total debt to shareholders’ equity ratio was 53.3%.

Based on our current outlook, we believe that net cash provided by operating activities and available borrowings under our revolving credit facility will be sufficient to fund our cash requirements for at least the next twelve months.

Operating Activities

Net cash provided by operating activities was $470.6 million in the first six months of fiscal 2026 and consisted primarily of net income from consolidated operations of $455.1 million, depreciation and amortization expense of $107.6 million (a non-cash item), $22.5 million in share-based compensation expense (a non-cash item), net changes of $18.4 million included in the "Other" caption (principally the receipt of advance deposits on certain long-term customer contracts), net changes in other long-term liabilities and assets related to the HEICO Corporation Leadership Compensation Plan (the "LCP") of $13.7 million (principally participant deferrals and employer contributions), an $11.8 million deferred income tax provision (a non-cash item), and $10.5 million in employer contributions to the HEICO Savings and Investment Plan (a non-cash item), partially offset by a $173.5 million increase in net working capital. The increase in net working capital is inclusive of a $75.9 million decrease in accrued expenses and other current liabilities, mainly reflecting the payment of fiscal 2025 accrued performance-based compensation, distributions to participants of the LCP, and the payment of payroll taxes arising from withholding requirements on stock option exercises, partially offset by accrued performance-based compensation expense; as well as a $65.1 million increase in accounts receivable resulting from the timing of collections, and a $40.5 million increase in inventories to support an increase in consolidated backlog, partially offset by a $50.0 million increase in trade accounts payable.

Net cash provided by operating activities increased by $62.8 million (a 15% increase) in the first six months of fiscal 2026, up from $407.7 million in the first six months of fiscal 2025. The increase is principally attributable to a $103.0 million increase in net income from consolidated operations and a $29.7 million increase in the deferred income tax provision, partially offset by a $79.8 million increase in net working capital.

Investing Activities

Net cash used in investing activities totaled $851.0 million in the first six months of fiscal 2026 and related primarily to acquisitions of $821.3 million, capital expenditures of $31.5
35

million, and LCP funding of $16.8 million, partially offset by $22.7 million in proceeds from corporate-owned life insurance policy withdrawals within the LCP. Further details regarding our fiscal 2026 acquisitions may be found in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements.

Financing Activities

Net cash provided by financing activities in the first six months of fiscal 2026 totaled $371.9 million. During the first six months of fiscal 2026, we borrowed $830.7 million under our revolving credit facility, which was partially offset by $410.7 million in payments made on our revolving credit facility, $16.7 million of cash dividends paid on our common stock, $16.4 million of distributions to noncontrolling interests, and $12.4 million of payments to acquire certain noncontrolling interests.

Other Obligations and Commitments

There have not been any material changes to our other obligations and commitments that were included in our Annual Report on Form 10-K for the year ended October 31, 2025.

New Accounting Pronouncements

    See Note 1, Summary of Significant Accounting Policies - New Accounting Pronouncements, of the Notes to Condensed Consolidated Financial Statements for additional information.

Guarantor Group Summarized Financial Information

On July 27, 2023, we completed the public offer and sale of senior unsecured notes, which consisted of $600 million principal amount of 5.25% Senior Notes due August 1, 2028 (the "2028 Notes") and $600 million principal amount of 5.35% Senior Notes due August 1, 2033 (the "2033 Notes" and, collectively with the 2028 Notes, the "Notes"). The Notes are fully and unconditionally guaranteed on a senior unsecured basis by all of our existing and future subsidiaries that guarantee our obligations under our revolving credit facility ("Credit Facility") (the “Guarantor Group”). We were in compliance with all covenants related to the Notes as of April 30, 2026.

The Notes were issued pursuant to an Indenture, dated as of July 27, 2023 (the “Base Indenture”), between HEICO and certain of its subsidiaries (collectively, the "Subsidiary Guarantors") and Truist Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 27, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between us, the Subsidiary Guarantors and the Trustee. The Notes are direct, unsecured senior obligations of HEICO and rank equally in right of payment with all of our existing and future senior unsecured indebtedness. Each Subsidiary Guarantor is owned either directly or indirectly by the Company and jointly and severally guarantee our obligations under the Notes. None of the Subsidiary Guarantors are
36

organized outside of the U.S. A list of Subsidiary Guarantors is included as Exhibit 22 to this quarterly report.

Under the Indenture, holders of the Notes will be deemed to have consented to the release of a subsidiary guarantee provided by a subsidiary guarantor, without any action required on the part of the Trustee or any holder of the Notes, upon such subsidiary guarantor ceasing to guarantee or to be an obligor with respect to the Credit Facility. Accordingly, if the lenders under the Credit Facility release a subsidiary guarantor from its guarantee of, or obligations as a borrower under, the Credit Facility, the obligations of the subsidiary guarantors to guarantee the Notes will immediately terminate. If any of our future subsidiaries incur obligations under the Credit Facility while the Notes are outstanding, then such subsidiary will be required to guarantee the Notes.

In addition, a subsidiary guarantor will be released and relieved from all its obligations under its subsidiary guarantee in the following circumstances, each of which is permitted by the indenture:

•upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting stock of such subsidiary guarantor (other than to us or any of our affiliates); or
•upon the sale or disposition of all or substantially all the property of such subsidiary guarantor (other than to any of our affiliates or another subsidiary guarantor);

provided, however, that, in each case, such transaction is permitted by the Credit Facility and after giving effect to such transaction, such subsidiary guarantor is no longer liable for any subsidiary guarantee or other obligations in respect of the Credit Facility. The subsidiary guarantee of a subsidiary guarantor also will be released if we exercise our legal defeasance, covenant defeasance option or discharge the Indenture.

We conduct our operations almost entirely through our subsidiaries. Accordingly, the Guarantor Group’s cash flow and ability to service any guaranteed registered debt securities will depend on the earnings of our subsidiaries and the distribution of those earnings to the Guarantor Group, including the earnings of the non-guarantor subsidiaries, whether by dividends, loans or otherwise. Holders of the guaranteed registered debt securities will have a direct claim only against the Guarantor Group.

The following tables include summarized financial information for the Guarantor Group (in thousands). The information for the Guarantor Group is presented on a combined basis, excluding intercompany balances and transactions between us and the Guarantor Group and excluding investments in and equity in the earnings of non-guarantor subsidiaries. The Guarantor Group’s amounts due from, amounts due to, and transactions with non-guarantor subsidiaries have been presented in separate line items. The consolidating schedules are provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and guarantor subsidiaries.
37

As of As of
April 30, 2026October 31, 2025
Current assets (excluding net intercompany receivable from non-guarantor subsidiaries)$2,123,657 $1,927,805 
Noncurrent assets 5,762,109 5,280,470 
Net intercompany receivable from/ (payable to) non-guarantor subsidiaries261,747 260,672 
Current liabilities (excluding net intercompany payable to non-guarantor subsidiaries)803,528 721,365 
Noncurrent liabilities 3,168,916 2,751,782 
Redeemable noncontrolling interests 336,344 337,818 
Noncontrolling interests 72,558 63,792 

Six months ended
April 30, 2026
Net sales $2,167,061 
Gross profit 850,380 
Operating income 522,163 
Net income from consolidated operations429,763 
Net income attributable to HEICO405,799 
Six months ended
April 30, 2026
Intercompany net sales$7,397 
Intercompany management fee 1,969 
Intercompany interest income 4,566 
Intercompany dividends42,504 

Forward-Looking Statements

Certain statements in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained herein that are not clearly historical in nature may be forward-looking and the words “anticipate,” “believe,” “expect,” “estimate” and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or other documents filed with the Securities and Exchange Commission or in communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls, concerning our operations, economic performance and financial condition are subject to risks, uncertainties and contingencies. We have based these forward-looking statements on our current expectations and projections about future events. All forward-looking statements involve risks and uncertainties, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Also, forward-looking statements are based upon management’s estimates of fair values and of future
38

costs, using currently available information. Therefore, actual results may differ materially from those expressed in or implied by those forward-looking statements. Factors that could cause such differences include, among others:

•The severity, magnitude and duration of public health threats;

•Our liquidity and the amount and timing of cash generation;

•Lower commercial air travel, airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services;

•Product specification costs and requirements, which could cause an increase to our costs to complete contracts;

•Governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales;

•Our ability to introduce new products and services at profitable pricing levels, which could reduce our sales or sales growth;

•Product development or manufacturing difficulties, which could increase our product development and manufacturing costs and delay sales;

•Cybersecurity events or other disruptions of our information technology systems could adversely affect our business; and

•Our ability to make acquisitions, including obtaining any applicable domestic and/or foreign governmental approvals, and achieve operating synergies from acquired businesses; customer credit risk; interest, foreign currency exchange and income tax rates; and economic conditions, including the effects of inflation, within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues.

For further information on these and other factors that potentially could materially affect our financial results, see Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended October 31, 2025. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
39

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have not been any material changes in our assessment of HEICO’s sensitivity to market risk that was disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended October 31, 2025.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Co-Chief Executive Officers and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. Based upon that evaluation, our Co-Chief Executive Officers and our Chief Financial Officer concluded that HEICO’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the second quarter ended April 30, 2026 that have materially affected, or are reasonably likely to materially affect, HEICO's internal control over financial reporting.


40

PART II. OTHER INFORMATION
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS    

On February 4, 2026, we acquired 100% of the membership interests of EthosEnergy Accessories and Components, LLC and 100% of the stock of EthosEnergy Accessories and Components, Limited (collectively, “Ethos”). The purchase price of this acquisition was paid in cash using proceeds from the Company's revolving credit facility and through the issuance of 95,483 shares of HEICO Class A Common Stock. The HEICO Class A Common Stock issued in connection with the acquisition of Ethos was not registered under the Securities Act of 1933, in accordance with Section 4(a)(2) thereunder, as a transaction by an issuer not involving any public offering. See Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements for additional information.

On April 6, 2026, we acquired 80% of the stock of Sherwood Avionics and Accessories, Inc. ("Sherwood"). The purchase price of this acquisition was paid in cash using proceeds from the Company's revolving credit facility and through the issuance of 86,474 shares of HEICO Class A Common Stock. The HEICO Class A Common Stock issued in connection with the acquisition of Sherwood was not registered under the Securities Act of 1933, in accordance with Section 4(a)(2) and Rule 506(b) of Regulation D thereunder, as a transaction by an issuer not involving any public offering. See Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements for additional information.

Item 5.    OTHER EVENTS

None of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the second quarter ended April 30, 2026.

41
Index

Item 6.    EXHIBITS

ExhibitDescription
22
31.1
31.2
31.3
32.1
32.2
32.3
101.INSInline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. *
101.SCHInline XBRL Taxonomy Extension Schema Document. *
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document. *
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document. *
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *

*    Filed herewith.
**    Furnished herewith.
42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HEICO CORPORATION
Date:May 29, 2026By:/s/ CARLOS L. MACAU, JR.
Carlos L. Macau, Jr.
Executive Vice President - Chief Financial Officer and Treasurer
(Principal Financial Officer)
By:/s/ BRADLEY K. ROWEN
Bradley K. Rowen
Chief Accounting Officer
and Assistant Treasurer
(Principal Accounting Officer)






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