hei-20260131

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 January 31, 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)


Florida						65-0341002
(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value per share

HEI

New York Stock Exchange

Class A Common Stock, $.01 par value per share

HEI.A

New 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 February 25, 2026 is as follows:


Common Stock, $.01 par value	55,148,527	shares
Class A Common Stock, $.01 par value	84,369,872	shares

Index

HEICO CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q


			Page
Part I.	Financial Information

	Item 1.	Financial Statements:

		Condensed Consolidated Balance Sheets (unaudited) as of January 31, 202 6 and October 31, 202 5	2

		Condensed Consolidated Statements of Operations (unaudited) for the three months ended January 31, 202 6 and 20 25	3

		Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended January 31, 202 6 and 20 25	4

		Condensed Consolidated Statements of Shareholders’ Equity (unaudited) for the three months ended January 31, 202 6 and 202 5	5

		Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended January 31, 202 6 and 20 25	6

		Notes to Condensed Consolidated Financial Statements (unaudited)	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

	Item 4.	Controls and Procedures	32

Part II.	Other Information

	Item 5.	Other Events	33

	Item 6.	Exhibits	33

Signatures			34

Index

PART I. FINANCIAL INFORMATION; Item 1. FINANCIAL STATEMENTS

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands, except per share data)


	January 31, 2026	October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$260,971	$217,781
Accounts receivable, net	652,024	637,615
Contract assets	116,900	119,257
Inventories, net	1,338,421	1,295,336
Prepaid expenses and other current assets	111,298	86,377
Total current assets	2,479,614	2,356,366

Property, plant and equipment, net	448,992	431,710
Goodwill	3,905,669	3,661,624
Intangible assets, net	1,642,001	1,471,440
Other assets	567,420	579,294
Total assets	$9,043,696	$8,500,434

LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$3,396	$3,358
Trade accounts payable	240,984	231,040
Accrued expenses and other current liabilities	534,458	577,624
Income taxes payable	31,762	19,982
Total current liabilities	810,600	832,004

Long-term debt, net of current maturities	2,504,285	2,164,587
Deferred income taxes	148,056	107,186
Other long-term liabilities	535,026	550,124
Total liabilities	3,997,967	3,653,901

Commitments and contingencies (Note 11)

Redeemable noncontrolling interests (Note 3)	464,581	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; 55,143 and 55,143 shares issued and outstanding	551	551
Class A Common Stock, $.01 par value per share; 150,000 shares authorized; 84,269 and 84,198 shares issued and outstanding	843	842
Capital in excess of par value	659,868	650,667
Deferred compensation obligation	8,096	8,096
HEICO stock held by irrevocable trust	(8,096)	(8,096)
Accumulated other comprehensive income	18,206	5,581
Retained earnings	3,823,219	3,647,678
Total HEICO shareholders’ equity	4,502,687	4,305,319
Noncontrolling interests	78,461	73,856
Total shareholders’ equity	4,581,148	4,379,175
Total liabilities and equity	$9,043,696	$8,500,434

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

Index

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – UNAUDITED

(in thousands, except per share data)


	Three months ended January 31,
	2026	2025

Net sales	$1,178,582	$1,030,222

Operating costs and expenses:
Cost of sales	723,618	624,560
Selling, general and administrative expenses	195,065	178,857

Total operating costs and expenses	918,683	803,417

Operating income	259,899	226,805

Interest expense	(29,486)	(32,458)
Other income	1,044	919

Income before income taxes and noncontrolling interests	231,457	195,266

Income tax expense	26,700	13,700

Net income from consolidated operations	204,757	181,566

Less: Net income attributable to noncontrolling interests	14,569	13,611

Net income attributable to HEICO	$190,188	$167,955

Net income per share attributable to HEICO shareholders:
Basic	$1.36	$1.21
Diluted	$1.35	$1.20

Weighted average number of common shares outstanding:
Basic	139,368	138,837
Diluted	141,029	140,484

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

Index

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME – UNAUDITED

(in thousands)


	Three months ended January 31,
	2026	2025

Net income from consolidated operations	$204,757	$181,566
Other comprehensive income (loss):
Foreign currency translation adjustments	12,632	(28,814)
Unrealized loss on defined benefit pension plan, net of tax	(7)	—
Amortization of unrealized loss on defined benefit pension plan, net of tax	6	1
Total other comprehensive income (loss)	12,631	(28,813)
Comprehensive income from consolidated operations	217,388	152,753
Net income attributable to noncontrolling interests	14,569	13,611
Foreign currency translation adjustments attributable to noncontrolling interests	6	(1,303)
Comprehensive income attributable to noncontrolling interests	14,575	12,308
Comprehensive income attributable to HEICO	$202,813	$140,445

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

Index

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - UNAUDITED

For the Three Months Ended January 31, 2026 and 2025

(in thousands, except per share data)


		HEICO Shareholders' Equity
	Redeemable Noncontrolling Interests	Common Stock	Class A Common Stock	Capital in Excess of Par Value	Deferred Compensation Obligation	HEICO Stock Held by Irrevocable Trust	Accumulated Other Comprehensive Income	Retained Earnings	Noncontrolling Interests	Total 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	$4,379,175
Comprehensive income	9,801	—	—	—	—	—	12,625	190,188	4,774	207,587
Cash dividends ($.12 per share)	—	—	—	—	—	—	—	(16,724)	—	(16,724)
Share-based compensation expense	—	—	—	11,296	—	—	—	—	—	11,296
Proceeds from stock option exercises	—	—	1	2,895	—	—	—	—	—	2,896
Redemptions of common stock related to stock option exercises	—	—	—	(4,531)	—	—	—	—	—	(4,531)
Distributions to noncontrolling interests	(7,012)	—	—	—	—	—	—	—	(169)	(169)
Acquisitions of noncontrolling interests	(4,072)	—	—	—	—	—	—	—	—	—
Adjustments to redemption amount of redeemable noncontrolling interests	(2,176)	—	—	—	—	—	—	2,176	—	2,176
Other	682	—	—	(459)	—	—	—	(99)	—	(558)
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


		HEICO Shareholders' Equity
	Redeemable Noncontrolling Interests	Common Stock	Class A Common Stock	Capital in Excess of Par Value	Deferred Compensation Obligation	HEICO Stock Held by Irrevocable Trust	Accumulated Other Comprehensive Loss	Retained Earnings	Noncontrolling Interests	Total 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	$3,697,406
Comprehensive income	7,573	—	—	—	—	—	(27,510)	167,955	4,735	145,180
Cash dividends ($.11 per share)	—	—	—	—	—	—	—	(15,272)	—	(15,272)
Issuance of common stock for an acquisition	—	—	1	10,122	—	—	—	—	—	10,123
Issuance of common stock to HEICO Savings and Investment Plan	—	—	—	2,679	—	—	—	—	—	2,679
Share-based compensation expense	—	—	—	4,671	—	—	—	—	—	4,671
Proceeds from stock option exercises	—	—	—	1,597	—	—	—	—	—	1,597
Redemptions of common stock related to stock option exercises	—	—	—	(95)	—	—	—	—	—	(95)
Noncontrolling interests assumed related to acquisitions	27,912	—	—	—	—	—	—	—	—	—
Distributions to noncontrolling interests	(8,886)	—	—	—	—	—	—	—	(1,063)	(1,063)
Acquisitions of noncontrolling interests	(3,258)	—	—	—	—	—	—	—	—	—
Adjustments to redemption amount of redeemable noncontrolling interests	34,586	—	—	—	—	—	—	(34,586)	—	(34,586)
Other	—	—	—	249	—	—	—	(161)	—	88
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

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

HEICO CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)


	Three months ended January 31,
	2026	2025
Operating Activities:
Net income from consolidated operations	$204,757	$181,566
Adjustments to reconcile net income from consolidated operations to net cash provided by operating activities:
Depreciation and amortization	51,008	46,225
Share-based compensation expense	11,296	4,671
Deferred income tax provision (benefit)	7,480	(7,052)
Employer contributions to HEICO Savings and Investment Plan	5,901	5,473
Increase in accrued contingent consideration	2,225	3,288
Payment of contingent consideration	—	(2,190)
Changes in operating assets and liabilities, net of acquisitions:
(Increase) decrease in accounts receivable	(5,262)	20,062
Decrease (increase) in contract assets	3,753	(5,949)
Increase in inventories	(17,101)	(36,207)
Increase in prepaid expenses and other current assets	(8,796)	(955)
Increase in trade accounts payable	4,067	10,389
Decrease in accrued expenses and other current liabilities	(107,186)	(63,898)
Increase in income taxes payable	10,251	16,887
Net changes in other long-term liabilities and assets related to HEICO Leadership Compensation Plan	10,115	13,022
Other	6,089	17,702
Net cash provided by operating activities	178,597	203,034

Investing Activities:
Acquisitions, net of cash acquired	(441,397)	(254,763)
Investments related to HEICO Leadership Compensation Plan	(14,000)	(14,600)
Capital expenditures	(13,496)	(17,335)
Proceeds from corporate-owned life insurance policy withdrawals	22,654	—
Other	(728)	(1,297)
Net cash used in investing activities	(446,967)	(287,995)

Financing Activities:
Borrowings on revolving credit facility	443,000	145,000
Payments on revolving credit facility	(103,000)	(20,000)
Cash dividends paid	(16,724)	(15,272)
Distributions to noncontrolling interests	(7,181)	(10,236)
Redemptions of common stock related to stock option exercises	(4,531)	(95)
Acquisitions of noncontrolling interests	(4,072)	(3,258)
Payment of contingent consideration	—	(5,954)
Proceeds from stock option exercises	2,896	1,597
Other	(812)	(1,070)
Net cash provided by financing activities	309,576	90,712

Effect of exchange rate changes on cash	1,984	(2,387)

Net increase in cash and cash equivalents	43,190	3,364
Cash and cash equivalents at beginning of year	217,781	162,103
Cash and cash equivalents at end of period	$260,971	$165,467

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

Index

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 three months ended January 31, 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 specified categories of expenses (including purchases of inventory, employee compensation,

Index

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. ACQUISITION

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.

The allocation of the total consideration for Rockmart to the tangible and identifiable intangible assets acquired and liabilities 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 operating results of Rockmart were included in the Company’s results of operations as of its effective acquisition date. The amount of net sales and earnings of Rockmart included in the Condensed Consolidated Statement of Operations for the three months ended January 31, 2026 is not material. Had the Rockmart acquisition occurred as of November 1, 2024, net sales, net income from consolidated operations, net income attributable to HEICO, and basic and diluted net income per share attributable to HEICO shareholders on a pro forma basis for the three months ended January 31, 2026 and 2025 would not have been materially different than the reported amounts.

3. SELECTED FINANCIAL STATEMENT INFORMATION

Accounts Receivable


	As of	As of
(in thousands)	January 31, 2026	October 31, 2025
Accounts receivable	$664,391	$647,864
Less: Allowance for doubtful accounts	(12,367)	(10,249)
Accounts receivable, net	$652,024	$637,615

Index

Inventories


	As of	As of
(in thousands)	January 31, 2026	October 31, 2025
Finished products	$722,074	$715,286
Work in process	140,564	119,611
Materials, parts, assemblies and supplies	475,783	460,439
Inventories, net of valuation reserves	$1,338,421	$1,295,336

Property, Plant and Equipment


	As of	As of
(in thousands)	January 31, 2026	October 31, 2025
Land	$96,990	$85,134
Buildings and improvements	255,693	255,776
Machinery, equipment and tooling	493,418	476,735
Construction in progress	25,973	21,812
	872,074	839,457
Less: Accumulated depreciation and amortization	(423,082)	(407,747)
Property, plant and equipment, net	$448,992	$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 $36.8 million as of January 31, 2026 and $30.7 million as of October 31, 2025. The total customer rebates and credits deducted within net sales for the three months ended January 31, 2026 and 2025 was $6.4 million and $4.3 million, respectively.

Research and Development Expenses

The amount of new product research and development ("R&D") expenses included in cost of sales for the three months ended January 31, 2026 and 2025 is as follows (in thousands):


	Three months ended January 31,
	2026	2025
R&D expenses	$31,940	$27,605

Index

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 2034. 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 of	As of
	January 31, 2026	October 31, 2025
Redeemable at fair value	$354,047	$356,850
Redeemable based on a multiple of future earnings	110,534	110,508
Redeemable noncontrolling interests	$464,581	$467,358

During fiscal 2022, the holder of a 19.9% noncontrolling equity interest in a subsidiary of the FSG 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.

Accumulated Other Comprehensive Income

Changes in the components of accumulated other comprehensive income for the three months ended January 31, 2026 are as follows (in thousands):


	Foreign Currency Translation	Defined Benefit Pension Plan	Accumulated Other Comprehensive Income
Balances as of October 31, 2025	$6,187	($606)	$5,581
Unrealized gain (loss)	12,626	(7)	12,619
Amortization of unrealized loss	—	6	6
Balances as of January 31, 2026	$18,813	($607)	$18,206

Index

4. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill by operating segment for the three months ended January 31, 2026 are as follows (in thousands):


	Segment		Consolidated Totals
	FSG	ETG
Balances as of October 31, 2025	$1,997,178	$1,664,446	$3,661,624
Goodwill acquired	—	247,714	247,714
Foreign currency translation adjustments	1,182	5,788	6,970

SEC Form 10-Q filed by Heico Corporation