[8-K] Benchmark Electronics Reports Material Event

Rhea-AI Filing Summary

Global Industrial Company (GIC) Form 4 filing discloses that SVP & Chief Sales Officer Claudia Hughes surrendered 473 common shares on 1 Jul 2025 (transaction code F). The shares were withheld at $27.01 per share to satisfy tax obligations tied to the vesting of a time-based RSU award granted 30 Jun 2023. Following the withholding, Hughes still directly owns 38,822 shares.

The action is an administrative, non-open-market transaction and represents roughly 1.2 % of her post-transaction holdings. No derivative securities were exercised or disposed of, and no purchase or open-market sale occurred. The filing neither signals a strategic change in insider sentiment nor alters the company’s capital structure in any material way.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; negligible impact on GIC’s insider ownership profile.

The ‘F’ code indicates shares were surrendered to cover payroll taxes on RSU vesting, not an elective sale. The 473-share reduction is immaterial versus Hughes’ 38.8k-share stake and does not meaningfully change insider alignment. Such transactions are common around vesting dates and carry limited signaling value for external investors. Overall market impact: neutral.

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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): July 30, 2025

BENCHMARK ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Texas			001-10560	74-2211011
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
56 South Rockford Drive
Tempe, Arizona				85288
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (623) 300-7000

Not Applicable

(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, par value $0.10 per share		BHE		The 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 2.02 Results of Operations and Financial Condition.

On July 30, 2025, Benchmark Electronics, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended June 30, 2025. A copy of the press release and accompanying investor presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein. The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated July 30, 2025
99.2		Investor presentation, dated July 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			BENCHMARK ELECTRONICS, INC.
Date:	July 30, 2025	By:	/s/ Stephen J. Beaver
			Stephen J. Beaver, Esq. Senior Vice President, General Counsel and Chief Legal Officer

FAQ

What insider transaction did Global Industrial Company (GIC) report on Form 4?

SVP & Chief Sales Officer Claudia Hughes surrendered 473 shares on 1 Jul 2025 to cover tax withholdings on vested RSUs.

Was the GIC insider transaction an open-market sale?

No. The code F indicates shares were withheld by the company for tax purposes, not sold on the open market.

How many GIC shares does Claudia Hughes now hold?

After the transaction, she directly owns 38,822 common shares.

Does the Form 4 imply a change in insider sentiment at Global Industrial?

Likely not. Tax-related withholding events generally have no signaling value regarding future performance or insider confidence.

Were any derivative securities reported in this filing?

No derivative securities were acquired or disposed of; only common shares were affected.