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Benchmark Electronics (BHE) SVP granted RSUs and performance-based stock units

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Form Type
4/A

Rhea-AI Filing Summary

Benchmark Electronics senior vice president and general counsel Stephen J. Beaver reported equity awards and related tax withholding transactions. He received 10,278 performance-based restricted stock units at no cash cost, which may ultimately range from zero to twice this target number based on performance from January 1, 2026 through December 31, 2028. He also acquired 10,278 and 6,424 restricted stock units representing rights to receive common shares, scheduled to vest in ratable installments over three years and two years, respectively, from the grant date. To cover taxes from restricted stock unit vesting, 2,080 common shares were disposed of at a price of $58.38 per share through share withholding, leaving him with 100,367 common shares directly owned after these transactions.

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Insider Beaver Stephen J
Role SVP, General Counsel and CLO
Type Security Shares Price Value
Grant/Award Performance-Based Restricted Stock Units 10,278 $0.00 --
Grant/Award Common Stock 10,278 $0.00 --
Grant/Award Common Stock 6,424 $0.00 --
Tax Withholding Common Stock 2,080 $58.38 $121K
Holdings After Transaction: Performance-Based Restricted Stock Units — 10,278 shares (Direct); Common Stock — 96,023 shares (Direct)
Footnotes (1)
  1. These shares are represented by a resticted stock unit award bearing the right to receive Common Shares and are scheduled to vest in ratable installments over a three-year period from the grant date. These shares are represented by a resticted stock unit award bearing the right to receive Common Shares and are scheduled to vest in ratable installments over a two-year period from the grant date. These shares are being withheld to cover taxes related to the vesting of restricted stock units. This reflects the target number of performance-based restricted stock units awarded. Actual awards may vary from as low as zero to as high as 2 times the target. As soon as reasonably practicable following the end of the Performance Period (beginning on January 1, 2026 and ending on December 31, 2028) and in no event later than March 15, 2029, the number of shares that may ultimately be earned will be determined and issued.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Beaver Stephen J
(Last) (First) (Middle)
56 SOUTH ROCKFORD DRIVE
(Street)
TEMPE AZ 85288
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BENCHMARK ELECTRONICS INC [ BHE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, General Counsel and CLO
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/24/2026 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/20/2026 A 10,278(1) A $0 96,023 D
Common Stock 02/20/2026 A 6,424(2) A $0 102,447 D
Common Stock 02/20/2026 F 2,080(3) D $58.38 100,367 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Stock Units $0 02/20/2026 A 10,278(4) 12/31/2028(4) 03/15/2029(4) Common Stock 10,278 $0 10,278 D
Explanation of Responses:
1. These shares are represented by a resticted stock unit award bearing the right to receive Common Shares and are scheduled to vest in ratable installments over a three-year period from the grant date.
2. These shares are represented by a resticted stock unit award bearing the right to receive Common Shares and are scheduled to vest in ratable installments over a two-year period from the grant date.
3. These shares are being withheld to cover taxes related to the vesting of restricted stock units.
4. This reflects the target number of performance-based restricted stock units awarded. Actual awards may vary from as low as zero to as high as 2 times the target. As soon as reasonably practicable following the end of the Performance Period (beginning on January 1, 2026 and ending on December 31, 2028) and in no event later than March 15, 2029, the number of shares that may ultimately be earned will be determined and issued.
Remarks:
This Form 4/A is being filed solely to correct an administrative error in the original Form 4 filed on February 24, 2026. The original Form 4 incorrectly reflected the number of derivative securities beneficially owned following the reported transaction involving performance based restricted stock units. This amendment corrects that error.
/s/ Jason Eastburn by Power of Attorney for Stephen J. Beaver 02/25/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Benchmark Electronics (BHE) grant to Stephen J. Beaver?

Stephen J. Beaver received performance-based and time-based restricted stock unit awards at no cash cost. Grants included 10,278 performance-based units and additional restricted stock units tied to common shares that vest over two- and three-year schedules from the grant date.

How do Stephen J. Beaver’s performance-based RSUs at Benchmark Electronics (BHE) work?

The performance-based restricted stock units have a target of 10,278 units, but actual earned shares may range from zero to twice that amount. Performance is measured from January 1, 2026 through December 31, 2028, with final shares determined and issued by March 15, 2029.

What are the vesting schedules for Stephen J. Beaver’s restricted stock units at BHE?

His restricted stock unit awards represent rights to receive common shares and vest over time. One award vests in ratable installments over three years from the grant date, while another vests in ratable installments over two years, aligning compensation with continued service.

Why were 2,080 Benchmark Electronics (BHE) shares disposed of in Stephen J. Beaver’s Form 4/A?

The 2,080 common shares were withheld to cover taxes related to the vesting of restricted stock units. This tax-withholding disposition used a share price of $58.38, allowing tax obligations to be satisfied without requiring a separate cash payment from the executive.

How many Benchmark Electronics (BHE) shares does Stephen J. Beaver own after these transactions?

Following the reported Form 4/A transactions, Stephen J. Beaver directly owns 100,367 shares of Benchmark Electronics common stock. This reflects grants of restricted stock units and performance-based units, along with share withholding to satisfy tax obligations on vesting awards.