海科航空美股招股说明书(2026-07-15版)

HEICO CORPORATION$550,000,0004.950% Notes due 2031$650,000,000 5.400% Notes due 2036 HEICO Corporation (“HEICO,” the “Company,” “we,” “our” or “us”) is offering $550,000,000aggregate principal amount ofits 4.950% notes due 2031 (the “2031 notes”) and $650,000,000 aggregate principal amount of its 5.400% notes due 2036 (the “2036notes” and, together with the 2031 notes, the “notes”). Interest on the notes will be payable semiannually in arrears on February 1 andAugust 1of each year, commencing on February 1, 2027. The 2031notes will mature on August 1, 2031 and the 2036notes willmature on August 1, 2036. Prior to the applicable Par Call Date (as defined below), we may redeem at our option the 2031 notes and the 2036 notes, atany time in whole, or from time to time in part, at the applicable redemption price described under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, to but excluding the redemption date. On or after the applicable Par CallDate, such notes will be redeemable at our option, at any time in whole, or from time to time in part, at a redemption price equal to100% of their principal amount, plus accrued and unpaid interest, to but excluding the redemption date. The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing andfuture senior unsecured indebtedness. The notes will be effectively subordinated to any of our existing and future secured indebtednessto the extent of the value of the collateral securing such indebtedness. The notes will be structurally subordinated to any existing orfuture indebtedness of our subsidiaries. The notes are new issues of securities with no established trading markets. We do not intend to list the notes on any securitiesexchange or any automated quotation system. Investing in the notes involves risks. You should carefully read the entire accompanying prospectus and thisprospectus supplement and the documents incorporated by reference herein and therein, including the section entitled “RiskFactors,” which begins on pageS-6 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthe notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)Plus accrued interest from July 16, 2026 if delivery of the notes occurs after that date. The underwriters expect to deliver the notes only in book-entry form through the facilities of The Depository Trust Companyfor the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and ClearstreamBanking, S.A., on or about July 16, 2026. Joint Book-Running Managers TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND ADDITIONAL INFORMATIONS-iiiEXTENDED SETTLEMENTS-ivINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-ivSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-vSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-6USE OF PROCEEDSS-11CAPITALIZATIONS-12DESCRIPTION OF OTHER HEICO INDEBTEDNESSS-13DESCRIPTION OF THE NOTESS-14BOOK-ENTRY; DELIVERY AND FORMS-32CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-35UNDERWRITINGS-39LEGAL MATTERSS-44EXPERTSS-44 PROSPECTUS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS5SELLING SHAREHOLDERS6DESCRIPTION OF OUR CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF DEPOSITARY SHARES15DESCRIPTION OF WARRANTS18DESCRIPTION OF UNITS20PLAN OF DISTRIBUTION22GENERAL INFORMATION24LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND ADDITIONAL INFORMATION25INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT We provide information to you about this offering in two separate documents. The first part is this prospectus supplement,which describes the specific terms of this offering of notes. The second part is the accompanying prospectus, which gives more generalinformation, some of which may not apply to this offering of notes. This prospectus supplement may add to, update or change theinformation in the accompanying prospectus. If information in this prospectus supplement is inconsistent with information in theaccompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus. This prospectus supplement and the accompanying prospectus relate to part of a registration statement that we filed with theSecurities and Exchange Commission (the “SEC”), using a shelf registration process. Both this prospectus supplement and theaccompanying prospectus include or incorporate by reference important information about us and other information you should knowbefore investing in the notes. You should read both this prospectus supplement and the accompanying prospectus as well as