Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): August 5, 2022 HEICO CORPORATION (Exact name of registrant as specified in its charter) Florida 001-04604 65-0341002 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 3000 Taft Street , Hollywood , Florida 33021 (Address of Principal Executive Offices) (Zip Code) ( 954 ) 987-4000 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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. ☐ Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on July 26, 2022, HEICO Corporation (the “Company”), through its wholly owned Electronic Technologies Group subsidiary (the “Purchaser”), entered into a Put Option Agreement to acquire Exxelia International ("Exxelia"). Pursuant to the Put Option Agreement, following completion of the works council consultation process required under French Law, EGEE International 2 SA, Mr. Reynald Seznec, Faraday Management 1 and Faraday Management 2 (collectively, the "Sellers") exercised their put option right under the Put Option Agreement and, on August 5, 2022, the Company, the Purchaser and the Sellers entered into a Securities Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser has agreed to acquire Exxelia for €453 million in cash to be paid at closing plus the assumption of approximately €14 million of liabilities pursuant to the terms, and subject to the conditions, set forth in the Purchase Agreement. Exxelia's management and team members are expected to continue to own a minority interest of around 5% of the business. The closing of the transaction is subject to customary closing conditions, including, among others, obtaining a required foreign antitrust clearance and foreign investment authorizations. Exxelia is a global leader in the design, manufacture and sale of high-reliability (“Hi-Rel”), complex, passive electronic components and rotary joint assemblies for mostly aerospace and defense applications, in addition to other high-end applications, such as medical and energy uses, including emerging “clean energy” and electrification applications. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 Securities Purchase Agreement, dated August 5, 2022, by and between HEICO Elect ronic Technologies Corporation , HEICO Corporati o n on the one hand and the Sellers Id entified Herein on the other hand, with respect to Exxelia International , Fara day Management 1 and Faraday Man a gement 2 . * 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *    The Company has omitted schedules and other similar attachments to such agreement pursuant to Item 601 of Regulation S-K. The Company will furnish a copy of such omitted schedule or attachment to the SEC upon request. SIGNATURE 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 hereunto duly authorized. HEICO CORPORATION Date: August 9, 2022 By: /s/ CARLOS L. MACAU, JR. Carlos L. Macau, Jr. Executive Vice President - Chief Financial Officer and Treasurer