{"url_path":"/sec/hei/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/46619/0001213900-26-078776-index.html","accession_number":"0001213900-26-078776","cik":"0000046619","ticker":"HEI","issuer_name":"HEICO CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/46619/0001213900-26-078776-index.html","primary_entity_key":"0000046619","primary_entity_name":"HEICO CORP"},"word_count":731,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into Material Definitive Agreement.**\n\n \n\nOn\nJuly 13, 2026, HEICO Corporation (“HEICO” or the “Company”) executed an Underwriting Agreement (the “Underwriting\nAgreement”) with BofA Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the\nrepresentatives of the several underwriters listed in Schedule 1 therein, with regard to the issuance and sale by the Company of $550,000,000\nprincipal amount of the Company’s 4.950% Senior Notes due 2031 (the “2031 Notes”) and $650,000,000 principal amount\nof the Company’s 5.400% Senior Notes due 2036 (the “2036 Notes” and collectively with the 2031 Notes, the “Notes”).\nThe Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification\nrights and obligations of the parties, and termination provisions.\n\n \n\nOn\nJuly 16, 2026, the Company completed the public offer and sale of the Notes (the “Notes Offering”). The Company intends to\nuse the net proceeds from the sale of the Notes to pay down borrowings outstanding on its Existing Credit Facility (as defined below).\n\n \n\nThe\nNotes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3ASR, which became automatically effective\non July 13, 2026 (File No. 333-297410). The Notes were issued pursuant to an Indenture, dated as of July 16, 2026 (the “Base Indenture”),\nbetween the Company and Truist Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated\nas of July 16, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),\nbetween the Company and the Trustee. Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year,\ncommencing February 1, 2027. The 2031 Notes mature on August 1, 2031 and the 2036 Notes mature on August 1, 2036. The Notes are direct,\nunsecured senior obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior\nunsecured indebtedness. HEICO may redeem the Notes at any time in whole, or from time to time in part, prior to the applicable par call\ndate at the applicable redemption price described in the Indenture. On or after the applicable par call date the Notes will be redeemable,\nat HEICO’s option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount\nof the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption. The\nCompany may be required to make an offer to purchase the Notes upon the occurrence of a “change of control triggering event”\nas described in the Indenture.\n\n  \n\nThe\nIndenture includes certain customary covenants that, among other things, limit the Company’s and its subsidiaries’ ability\nto grant liens to secure indebtedness or engage in sale and leaseback transactions and the Company’s ability to merge or consolidate\nwith, or convey, transfer or lease all or substantially all of its assets to, a third party, as further described in the Indenture. Each\nof these limitations is subject to certain important qualifications and exceptions. The Indenture also includes certain customary events\nof default. The occurrence of an event of default will either automatically, in certain instances, or upon declaration by the Trustee\nor the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, in other instances, cause the acceleration\nof the amounts due under the Notes.\n\n \n\nAll\nreferences to the “Existing Credit Facility” in this Form 8-K refer to the revolving credit agreement, dated as of November\n6, 2017, by and among the Company and the several banks and other financial institutions from time to time who are a party thereto, and\nTruist Bank, as Administrative Agent, as amended and as may be further amended, restated, supplemented, refinanced, refunded or replaced\nfrom time to time, including any such refinancing, refunding or replacement that increases the amount of borrowings thereunder or alters\nthe maturity thereof.\n\n \n\nThe\nforegoing description of the Underwriting Agreement, the Notes and the Indenture does not purport to be complete and is qualified in\nits entirety by reference to the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the form of each Note,\ncopies of which are filed as Exhibits 1.1, 4.1, 4.2, 4.3, and 4.4, respectively, hereto and are incorporated herein by reference.\n\n** **\n\n****\n\n1"}