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  4. [Form 4/A] BENCHMARK ELECTRONICS INC Amended Insider Trading Activity

Benchmark Electronics (BHE) COO receives RSU grants and withholds shares for taxes

Filing Impact
(Neutral)
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(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Benchmark Electronics EVP and COO David Valkanoff reported equity awards and related tax withholding transactions. On February 20, 2026, he acquired 11,991 performance-based restricted stock units, representing a target award that can range from zero to up to two times that target based on performance from January 1, 2026 to December 31, 2028, with shares to be determined and issued by March 15, 2029.

He also acquired 11,991 shares of common stock and an additional 6,424 shares of common stock through restricted stock unit awards, scheduled to vest in ratable installments over three years and two years, respectively, from the grant date. In a related tax-withholding transaction, 2,406 shares of common stock were disposed of at $58.38 per share to cover taxes due upon vesting of restricted stock units, leaving him with 63,939 common shares held directly after these transactions.

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Insider Valkanoff David
Role EVP, Chief Operating Officer
Type Security Shares Price Value
Grant/Award Performance-Based Restricted Stock Units 11,991 $0.00 --
Grant/Award Common Stock 11,991 $0.00 --
Grant/Award Common Stock 6,424 $0.00 --
Tax Withholding Common Stock 2,406 $58.38 $140K
Holdings After Transaction: Performance-Based Restricted Stock Units — 11,991 shares (Direct); Common Stock — 59,921 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.
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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*
Valkanoff David
(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)
EVP, Chief Operating Officer
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 11,991(1) A $0 59,921 D
Common Stock 02/20/2026 A 6,424(2) A $0 66,345 D
Common Stock 02/20/2026 F 2,406(3) D $58.38 63,939 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 11,991(4) 12/31/2028(4) 03/15/2029(4) Common Stock 11,991 $0 11,991 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 David Valkanoff 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) COO David Valkanoff receive?

David Valkanoff received a target award of 11,991 performance-based restricted stock units and additional restricted stock unit awards converting into 11,991 and 6,424 common shares. These awards vest over two and three years, aligning his compensation with long-term company performance.

How do the new performance-based RSUs for BHE’s COO vest and pay out?

The 11,991 performance-based restricted stock units relate to a performance period from January 1, 2026 to December 31, 2028. Actual shares earned can range from zero to twice the target, with issuance scheduled no later than March 15, 2029 based on achieved performance.

Why were 2,406 Benchmark Electronics (BHE) shares disposed of in this filing?

The 2,406 common shares were withheld and disposed of at $58.38 per share to satisfy tax obligations arising from the vesting of restricted stock units. This is a tax-withholding transaction, not an open-market sale, commonly used to cover employee tax liabilities.

What is David Valkanoff’s Benchmark Electronics (BHE) shareholding after these transactions?

After the reported grants and tax-withholding disposition, David Valkanoff directly holds 63,939 shares of Benchmark Electronics common stock. This total reflects the net position after restricted stock unit awards converted into shares and a portion was withheld to pay associated taxes.

Over what periods do the new BHE restricted stock unit awards vest?

The filing shows two time-based restricted stock unit awards: 11,991 shares vest in ratable installments over a three-year period, and 6,424 shares vest in ratable installments over a two-year period, both starting from the February 20, 2026 grant date.