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

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Form Type
4/A

Rhea-AI Filing Summary

BENCHMARK ELECTRONICS INC executive Bryan Robert Schumaker, EVP and Chief Financial Officer, reported equity compensation awards and related tax withholding transactions. On February 20, 2026, he received a grant of 12,847 performance-based restricted stock units, with the number ultimately earned to be determined after a performance period from January 1, 2026 through December 31, 2028 and settled by March 15, 2029.

He also acquired awards tied to 12,847 and 8,565 common shares through restricted stock unit grants that are scheduled to vest in ratable installments over two- and three-year periods from the grant date. In connection with restricted stock unit vesting, 1,330 common shares were disposed of at $58.38 per share to cover tax obligations, leaving him with 42,561 common shares directly owned after these transactions.

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Insider Schumaker Bryan Robert
Role EVP, Chief Financial Officer
Type Security Shares Price Value
Grant/Award Performance-Based Restricted Stock Units 12,847 $0.00 --
Grant/Award Common Stock 12,847 $0.00 --
Grant/Award Common Stock 8,565 $0.00 --
Tax Withholding Common Stock 1,330 $58.38 $78K
Holdings After Transaction: Performance-Based Restricted Stock Units — 12,847 shares (Direct); Common Stock — 35,326 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*
Schumaker Bryan Robert
(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 Financial 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 12,847(1) A $0 35,326 D
Common Stock 02/20/2026 A 8,565(2) A $0 43,891 D
Common Stock 02/20/2026 F 1,330(3) D $58.38 42,561 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 12,847(4) 12/31/2028(4) 03/15/2029(4) Common Stock 12,847 $0 12,847 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 Bryan Robert Schumaker 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 BHE CFO Bryan Schumaker receive on February 20, 2026?

On February 20, 2026, Bryan Schumaker received 12,847 performance-based restricted stock units and two additional restricted stock unit awards tied to 12,847 and 8,565 Benchmark Electronics common shares, all granted at no cash cost to him as equity compensation.

How do Bryan Schumaker’s new restricted stock units in BHE vest?

The restricted stock unit awards vest in ratable installments over two- and three-year periods from the February 20, 2026 grant date, meaning portions of the awards become deliverable each year rather than all at once when service-based conditions are satisfied.

How are Bryan Schumaker’s performance-based RSUs at Benchmark Electronics structured?

The performance-based restricted stock units have a target of 12,847 units, with actual shares earned ranging from zero to two times target, determined after a performance period running from January 1, 2026 through December 31, 2028, and settled by March 15, 2029.

Why did Bryan Schumaker dispose of 1,330 BHE shares in this Form 4/A?

The disposition of 1,330 Benchmark Electronics common shares at $58.38 per share was to cover taxes related to the vesting of restricted stock units, reflecting a tax-withholding transaction rather than an open-market sale for investment or portfolio reasons.

How many Benchmark Electronics shares does Bryan Schumaker own after these transactions?

Following the reported grants and tax-withholding disposition, Bryan Schumaker directly owns 42,561 Benchmark Electronics common shares, as shown in the post-transaction ownership figures disclosed for his non-derivative holdings in this Form 4/A filing.

What is the potential range of shares Bryan Schumaker can earn from his BHE performance RSUs?

The performance-based restricted stock unit award has a target of 12,847 units, and the final number of Benchmark Electronics shares he can earn ranges from zero to as high as twice that target, depending on performance over the specified measurement period.