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Benchmark Electronics (BHE) president receives performance RSUs and stock grant

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Benchmark Electronics President David Moezidis reported equity awards and related tax withholding transactions. He received 21,412 performance-based restricted stock units, representing a target award that can range from zero to up to two times this amount based on performance for a period from January 1, 2026 to December 31, 2028. He also acquired 21,412 shares of common stock at no cost in connection with restricted stock units, increasing his direct common stock holdings to 90,136 shares, before 2,389 shares were withheld at a price of $58.38 per share to cover taxes, leaving 87,747 shares directly owned.

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Insider Moezidis David
Role President
Type Security Shares Price Value
Grant/Award Performance-Based Restricted Stock Units 21,412 $0.00 --
Grant/Award Common Stock 21,412 $0.00 --
Tax Withholding Common Stock 2,389 $58.38 $139K
Holdings After Transaction: Performance-Based Restricted Stock Units — 21,412 shares (Direct); Common Stock — 90,136 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 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.
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*
Moezidis 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)
President
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 21,412(1) A $0 90,136 D
Common Stock 02/20/2026 F 2,389(2) D $58.38 87,747 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 21,412(3) 12/31/2028(3) 03/15/2029(3) Common Stock 21,412 $0 21,412 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 being withheld to cover taxes related to the vesting of restricted stock units.
3. 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.
/s/ Jason Eastburn by Power of Attorney for David Moezidis 02/24/2026
** 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.

FAQ

What did Benchmark Electronics (BHE) President David Moezidis report on this Form 4?

David Moezidis reported equity compensation and related tax withholding transactions. He received 21,412 performance-based restricted stock units and 21,412 shares of common stock, with 2,389 shares withheld at $58.38 per share to satisfy tax obligations tied to restricted stock unit vesting.

How many performance-based restricted stock units did BHE grant to David Moezidis?

Benchmark Electronics granted David Moezidis 21,412 performance-based restricted stock units as a target award. Actual units earned can range from zero to twice this number, based on performance between January 1, 2026 and December 31, 2028, with shares issued by March 15, 2029.

How many Benchmark Electronics (BHE) common shares does David Moezidis own after these transactions?

After these transactions, David Moezidis directly owns 87,747 shares of BHE common stock. His holdings briefly increased to 90,136 shares when 21,412 shares were granted, then decreased when 2,389 shares were withheld to cover taxes related to restricted stock unit vesting.

Why were 2,389 Benchmark Electronics (BHE) shares disposed of in this Form 4?

The 2,389 BHE shares were withheld to cover taxes from restricted stock unit vesting. This tax-withholding disposition used shares valued at $58.38 each, reducing David Moezidis’s directly owned shares from 90,136 to 87,747 while settling the associated tax liability in stock rather than cash.

Over what period are David Moezidis’s performance-based RSUs at Benchmark Electronics measured?

The performance-based restricted stock units are measured over a period beginning January 1, 2026 and ending December 31, 2028. After this performance period, and no later than March 15, 2029, the final number of shares earned, from zero to twice the target, will be determined and issued.
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